Petition Dismissed Due to Non-Compliance: No Statutory Requirements Met, Allegations Unproven, Each Party Bears Own Costs.

The Tribunal dismissed Company Petition No.CP/03/KOB/2020, citing the Petitioners' failure to meet statutory requirements and lack of exceptional circumstances for a waiver. The Petitioners lacked valid consents and proper authorization under Sections 241 and 244. Allegations of oppression and mismanagement were unsubstantiated. Each party was ordered to bear their own costs.

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Issues Involved:
1. Validity of the 35 consents submitted by the Petitioners.
2. Authorization of the Petitioners to file the Company Petition.
3. Allegations of oppression and mismanagement.
4. Exceptional circumstances for granting waiver to file the application under Section 241.

Detailed Analysis:

1. Validity of the 35 Consents Submitted by the Petitioners:
The Tribunal examined the list of shareholders and found discrepancies, such as double entries and improper attestation of consents executed outside India. Specifically, Mr. Abdul Gafoor C was counted twice, and Folio No. 382 was duplicated for different members. Additionally, consents executed abroad lacked proper notary public or Indian consulate authentication. Consequently, the total number of valid consents was reduced to 66, and the Tribunal deemed the consents invalid.

2. Authorization of the Petitioners to File the Company Petition:
The Tribunal noted that the consents provided by the members were for filing a petition under Section 241, not for seeking a waiver under Section 244. None of the members, apart from the three Petitioners, authorized the filing of the waiver petition. Therefore, the Tribunal concluded that the Petitioners lacked proper authorization to file the instant petition under Section 244.

3. Allegations of Oppression and Mismanagement:
The Tribunal found that the allegations made by the Petitioners did not amount to oppression and mismanagement. The Petitioners, as shareholders, were entitled to raise issues with the Board but failed to produce any documents proving they had done so. The Petitioners' claims of gross mismanagement were deemed unsubstantiated, as they were based on mere apprehensions rather than concrete evidence. Hence, the Tribunal concluded that the Petition was frivolous and not maintainable under the Companies Act, 2013.

4. Exceptional Circumstances for Granting Waiver:
The Tribunal referred to the judgment in Cyrus Investments Ltd. And Anr. Vs. Tata Sons Ltd. & Ors. ((2017) SCC OnLine NCLAT 261), which states that the Tribunal must record grounds suggesting an exceptional case for waiver. The Petitioners failed to establish any exceptional circumstances warranting a waiver. The Tribunal emphasized that the burden of proving exceptional circumstances lies with the Petitioners, who did not cite any facts justifying the waiver. Consequently, the Tribunal denied the waiver request.

Conclusion:
The Tribunal dismissed the Company Petition No.CP/03/KOB/2020, finding no merit in the Petitioners' claims. The Petitioners failed to meet the statutory requirements for filing the petition and did not demonstrate exceptional circumstances to warrant a waiver. The decision was made on October 20, 2020, with each party bearing their costs.

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