Section 244 waiver for oppression claims turns on eligibility and substantial cause, not on deciding the merits.

Waiver under the proviso to section 244(1)(a) of the Companies Act, 2013 depends on the applicant's shareholding interest, the substantiality of the cause raised, and whether the proposed oppression and mismanagement petition is fit for consideration under section 241. At the waiver stage, the Tribunal confined itself to eligibility and the nature of the complaints, and did not adjudicate the merits of the proposed petition. On that basis, the applicant met the waiver requirements and was permitted to file the section 241 petition.

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Issues: Whether the applicant was entitled to waiver of the eligibility requirement under section 244(1)(a) of the Companies Act, 2013 for maintaining a petition under section 241 of the Companies Act, 2013.

Analysis: The application for waiver was assessed on the basis of the applicant's shareholding interest, the nature of the complaints proposed to be raised, and whether the matter was appropriate for consideration under section 241. The Tribunal applied the waiver principles governing section 244, including whether the applicant had a substantial interest, whether the cause raised was of substantial importance, and whether the proposed petition disclosed a case fit for invocation of section 241. It also noted that, at the waiver stage, the merits of the proposed petition were not to be adjudicated.

Conclusion: The applicant satisfied the requirements for waiver and was entitled to be permitted to file the petition under section 241; the waiver was granted in favour of the applicant.

Ratio Decidendi: While deciding waiver under the proviso to section 244(1), the Tribunal is confined to examining the applicant's eligibility and the substantiality of the cause, and must not enter into the merits of the proposed oppression and mismanagement petition.

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