This is a case dealing with the interpretation and application ...

Waiver for oppression proceedings in companies: Strict conditions apply.

Case Laws     Companies Law

November 25, 2024

This is a case dealing with the interpretation and application of Sections 241, 242, and 244 of the Companies Act, 2013, concerning oppression and mismanagement in companies. The key points are: The concept of waiver u/s 244(1)(b) is an exception to the general law and must be strictly and rigidly followed. It grants an exemption from satisfying pre-established conditions for instituting proceedings u/ss 241 and 242. The waiver should not be read as an exception but as an addition to qualifying the conditions of the principal provisions. The Supreme Court has previously elaborated on the meaning of "oppression" under the Companies Act. The Tribunal denied granting a waiver as only one member sought proceedings, which did not meet the requirement of 1/5th of total members u/s 244(1)(b). The use of the word "may" in the proviso to Section 244(1)(b) is directory, not mandatory. Granting a waiver depends on the facts and circumstances of each case and requires a strong case, not merely self-generated allegations. In this case, the appellant had already instituted two civil suits on the same subject matter, further justifying the rejection of the waiver. The Appellate Tribunal dismissed the appeal, finding no merit.

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