IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.16

C.A (CAA) No.45/BB/2025

IN THE MATTER OF:

Micro Labs Ltd. … Petitioner Petition under Section 230-232 of Companies Act, 2013

Order delivered on: 18.11.2025

CORAM:

SHRI SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Ms. Aparna

ORDER

1. Heard Ld. Counsels for the Petitioner.

2. C.A (CAA) No.45/BB/2025 is allowed by separate order. File be

consigned to records.

-Sd- -Sd-

RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH C.A. (CAA) No. 45/BB/2025 [Application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013]

IN THE MATTER OF SCHEME:

MICRO LABS LIMITED Registered Office: 31, Race Course Road, Bangalore - 560001. Demerged Company/Applicant No.1 BAHL AND COMPANY PRIVATE LIMITED Registered Office: 31, Race Course Road, Bangalore - 560001. Resulting Company/Applicant No.2 Order delivered on: 18.11.2025 CORAM: Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial)

Shri Radhakrishna Sreepada, Hon’ble Member (Technical)

COUNSELS PRESENT:

For the Petitioner : Ms. Aparna Purkayastha

O R D E R

1. The present First Motion Application has been filed on 15.10.2025 by the Applicant Companies for following reliefs:

a. Dispense with the meeting of the Equity Shareholders of the Demerged Company and Resulting Company;

b. Dispense with the meeting of the Unsecured Creditors of the Resulting Company;

c. Direct that the meeting of the Secured Creditors of the Demerged Company be held on such date and time as requested and that a Chairperson be appointed for the meeting, and pass necessary directions with regard to issue of notice, convening holding and conducting of the meeting; and pass orders for publication of notice of meeting in the newspapers;

d. Direct that the meeting of the Unsecured Creditors of the Demerged Company be held on such date and time as requested and that a Chairperson be appointed for the meeting, and pass necessary directions with regard to issue of notice, convening holding and conducting of the meeting; and pass orders for publication of notice of meeting in the newspapers;

e. Pass such further and other orders as may be deemed necessary.

2. Brief facts of the case are:

(1) The Demerged Company/Applicant No.1 was incorporated on 07.09.1973 under the provisions of Companies Act, 1956 vide CIN: U24232KA1973PLC002401.

(2) The Resulting Company/Applicant No.2 was incorporated on 22.01.1946 bearing Co. No. 4748/1945-46 under the provisions of the erstwhile Companies Act VII of 1913, with the Registrar of Companies, Maharashtra, Bombay. The Company was later allotted CIN: U67190MH1946PTC004748. The Resulting Company shifted its registered office from State of Maharashtra to the State of Karnataka in 2021 and the current CIN: U64990KA1946PTC160479.

3. The Board of Directors of the Applicant Companies at their Board Meetings held on

17.09.2025 approved and adopted the Scheme of Arrangement. A copy of the Board Resolutions passed by the Board of Directors of the Companies are annexed to the Application as Annexure – E Series. The Appointed Date fixed under the Scheme is

01.04.2025

4. As per certificates dated 26.09.2025 issued by Dagliya & Co., Chartered Accountants a. There are Nine (09) Equity Shareholders in the Demerged Company/Applicant No.1 as on 31.08.2025. All the Equity Shareholders with 100% shareholding have consented to the Scheme by way of affidavits. The certificate in this behalf is Annexure – I b. There are Six (06) Secured Creditors in the Demerged Company/Applicant No.1 as on 31.08.2025. The certificate in this behalf is Annexure - K c. There are Two Thousand Five Hundred and Seventeen (2517) Unsecured Creditors with an aggregate outstanding amount of Rs.7,13,18,46,020/- in the Demerged Company/Applicant No.1 as on 31.08.2025. The certificate thi