IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH [Through Physical hearing/VC Mode (Hybrid)]

Supplementary Causelist ITEM No.18 CA. No. 49/2026 in C. P. (CAA) No. 49/BB/2024 IN THE MATTER OF:

BSS Microfinance Ltd. … Petitioner Petition under Section 230-232 of CA, 2013 Order delivered on: 09.03.2026 CORAM:

SHRI SUNIL KUMAR AGGARWAL HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA HON’BLE MEMBER (TECHNICAL)

COUNSELS PRESENT:

For the Petitioner : Shri Saji P John

ORDER

CA. No. 49/2026

1. This application has been filed by Applicant seeking the change of the name of the Applicant Company from BSS Microfinance Limited to BSS Sonata Microcredit Limited and for a direction to be issued to the Registry to issue the decree sheet/certified order in the name of BSS Sonata Microcredit Limited.

2. a. It was submitted that, pursuant to the order sanctioning the Scheme of Amalgamation under the provisions of Section 232 of the Companies Act, 2013, e-Form INC-28 was duly filed by the Transferee Company with the Registrar of Companies, Bengaluru, vide SRN AB8159777, within the prescribed time on 11.10.2025. Upon such filing and registration of the said order, the Scheme was rendered effective in accordance with its terms, thereby completing and giving full legal effect to the merger of the Transferor Company with and into the Transferee Company. Thereafter, on 13.10.2025, an Extraordinary General Meeting of the Applicant Company was duly convened and held, and a Special Resolution was duly passed approving the change of name from “BSS Microfinance Limited” to “BSS Sonata Microcredit Limited”. A copy of the Resolution dated 13.10.2025 is annexed and marked as Annexure-A3.

b. Pursuant to the aforesaid resolution, the requisite statutory forms, namely Form MGT-14 and Form INC-24, were duly filed before the Registrar of Companies, Bengaluru, in compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder.

c. That, after due verification, a Certificate of Incorporation consequent upon change of name was issued by the Registrar of Companies, thereby officially recording the change of name of the Applicant Company to “BSS Sonata Microcredit Limited”. A copy of the fresh Certificate of Incorporation is annexed and marked as Annexure-A4.

d. It is stated that compliance with the stamp adjudication process pursuant to the sanctioning of the Scheme by this Hon’ble Tribunal has been duly effected, and stamp duty amounting to Rs.12,14,96,706/- has been duly paid before the District Stamp and Registrar Office, Rajajinagar, Bengaluru, Karnataka.

e. Thereafter, an application was moved before this Hon’ble Tribunal for issuance of a decree in terms of the sanctioned Scheme.

f. The Registry of this Hon’ble Tribunal, vide its letter dated 26.02.2026, directed that an appropriate application be filed seeking permission to take on record the change of name of the Applicant Company, as the said change had occurred subsequent to the sanction of the Scheme.

g. It is submitted that the change of name is purely consequential and procedural in nature, having been duly approved by the shareholders and the Registrar of Companies, and no effect whatsoever is caused thereby to the rights, obligations, liabilities, or implementation of the sanctioned Scheme of Amalgamation.

h. It is further submitted that no prejudice whatsoever shall be caused to any person, stakeholder, creditor, or authority if the change of name of the Applicant Company is taken on record by this Hon’ble Tribunal.

i. It is therefore most respectfully submitted that, in the interest of justice, equity, and good conscience, the change of name of the Applicant Company may kindly be taken on record by this Hon’ble Tribunal and such further or consequential directions as may be deemed fit and proper may be passed.

3. We have heard the Ld Counsel for the Applicant and gone through the Documents submitted.

4. Considering the facts of the case and the Documents made available, it is noted th