Coforge Limited has received observation letters from BSE Limited and the National Stock Exchange of India Limited (NSE) regarding the proposed scheme of amalgamation of Cigniti Technologies Limited with Coforge. Both exchanges have given their 'no adverse observations' and 'no objection' respectively, to the scheme. This development allows Coforge to proceed with further steps required for the scheme's approval from the National Company Law Tribunal (NCLT).
The observation letters from BSE and NSE are based on SEBI's comments and directives, ensuring compliance with listing regulations and circulars. Key points from SEBI's observations include:
As part of the explanatory statement to shareholders, Coforge is required to disclose:
Coforge will now proceed with seeking approval from the NCLT. The observation letters from BSE and NSE are valid for six months from July 17 and 18, 2025, respectively, within which the scheme must be submitted to the NCLT.
The exchanges have reserved the right to withdraw their 'no adverse observation' or 'no objection' at any stage if the information submitted is found to be incomplete, incorrect, misleading, or false.
Coforge has affirmed that it will comply with all the requirements and provide additional information as required by the exchanges and SEBI. The company has also made the observation letters available on its website.
Regulatory Approvals and Observations
The observation letters from BSE and NSE are based on SEBI's comments and directives, ensuring compliance with listing regulations and circulars. Key points from SEBI's observations include:
- Disclosure of all ongoing adjudication and recovery proceedings against the company, its promoters, and directors.
- Ensuring additional information submitted post-filing of the scheme is displayed on the company and stock exchange websites.
- Compliance with all SEBI circulars issued from time to time.
- Ensuring all liabilities of the Transferor Company are transferred to the Transferee Company.
- Inclusion of information pertaining to unlisted companies involved in the scheme in the format specified for abridged prospectus.
- Ensuring financials considered for the valuation report are not more than six months old.
- Prominent disclosure of the details of the proposed scheme in the notice sent to shareholders.
- Disclosure of pending actions against entities involved in the scheme, its promoters, directors, and KMPs.
- Ensuring proposed equity shares are issued in demat form only.
Additional Disclosures for Shareholders
As part of the explanatory statement to shareholders, Coforge is required to disclose:
- The need for the merger, rationale of the scheme, synergies, impact on shareholders, and cost-benefit analysis.
- Details of the Registered Valuer and Merchant Banker, methods considered for the Share-Swap Ratio, and rationale for using those methods.
- Basis for arriving at the share swap ratio.
- Pre and Post scheme shareholding of transferor and transferee companies.
- Capital built-up of transferor and transferee companies since incorporation and last 3 years.
- Details of Revenue, PAT, and EBIDTA of transferor and transferee companies for the last 3 years.
- Value of Assets and liabilities of the transferor company being transferred to the transferee company and post-merger balance sheet.
- Potential benefits and risks associated with the amalgamation.
- Accounting method to be used for the scheme.
- Financial implication of the amalgamation on Promoters, Public Shareholders, and the companies involved, along with future growth prospects.
Next Steps and Validity
Coforge will now proceed with seeking approval from the NCLT. The observation letters from BSE and NSE are valid for six months from July 17 and 18, 2025, respectively, within which the scheme must be submitted to the NCLT.
The exchanges have reserved the right to withdraw their 'no adverse observation' or 'no objection' at any stage if the information submitted is found to be incomplete, incorrect, misleading, or false.
Company Statements
Coforge has affirmed that it will comply with all the requirements and provide additional information as required by the exchanges and SEBI. The company has also made the observation letters available on its website.
