Decoding the Tribunal’s Power to Grant Waiver under §244 of The Companies Act, 2013

Decoding the Tribunal’s Power to Grant Waiver under §244 of The Companies Act, 2013

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Volume 13 Issue 2 ()

Corporate democracy, like its political counterpart, espouses the will of the majority as a key for the decision-making of a company. At the same time, corporate democracy ensures protections for minority members of a company from unfair prejudice caused to their interests. The need to balance the rights of majority and minority members in order to secure collective interests in the company is recognised under §241 of the Companies Act, 2013. §241 empowers the minority shareholders to seek relief from the Tribunal against acts of oppression and mismanagement committed by the majority while conducting the affairs of the company. This right of the minority shareholders, however, is contingent upon the members satisfying the locus standi – a numerical qualification – provided under §244. However, the Act also reserves to the Tribunal a right to grant a waiver of the locus requirement, enabling members not satisfying the numerical requirement to nonetheless make an application to the Tribunal for oppression and mismanagement. This paper delves into the factors that warrant the grant of such a waiver by the Tribunals with a particular emphasis on Cyrus Investments v. Tata Sons, which emerged as pivotal for this jurisprudence.

Cite as: Ananya Verma, Kamakshi Puri, & Mehr Sidhu, Decoding the Tribunal’s Power to Grant Waiver under §244 of The Companies Act, 2013, 13 NUJS L. Rev. 144 (2020)