Oppression and mismanagement petitions must satisfy shareholding and consent requirements at filing; later authorization cannot cure the defect.

Eligibility to invoke oppression and mismanagement jurisdiction under the Companies Act, 2013 must be established on the basis of the original filing, including the prescribed shareholding threshold and any required written consent for a joint petition. A later-produced power of attorney did not cure the absence of contemporaneous authorization, especially where the asserted shareholding was disputed and partly sub judice. The Tribunal also noted that the petitioners had not approached the forum with clean hands. The maintainability objection was therefore upheld and the company petition was found not maintainable.

---

---

Issues: Whether the company petition satisfied the maintainability requirements under section 244 of the Companies Act, 2013, including the shareholding threshold, written consent for a joint petition, and the duty to approach the Tribunal with clean hands.

Analysis: The petition was tested on the basis of the pleadings as filed. The petitioners had pleaded collective shareholding to meet the statutory threshold, but the petition was signed only by the first petitioner without contemporaneous written consent from the others. The later-produced power of attorney was not accepted as curing the defect on the facts presented. The Tribunal held that eligibility under section 244 must exist at the time of filing and cannot be made out by shifting pleadings or subsequent supporting documents, particularly where the claimed shareholding itself was disputed and part of it was sub judice. The Tribunal also found that the petitioners had not approached the forum with clean hands.

Conclusion: The maintainability objection was upheld and the company petition was found not maintainable.

Final Conclusion: The statutory preconditions for invoking the oppression and mismanagement jurisdiction were held not to have been satisfied, so the main company petition could not proceed.

Ratio Decidendi: For a petition under section 241 of the Companies Act, 2013, the qualifying membership or shareholding and any required written consent must be established on the basis of the original filing, and a subsequently produced authorization cannot cure the absence of a proper foundational entitlement.

---