Tribunal grants waiver, deems removal unlawful, directs detailed hearing for oppression allegations.

The Tribunal granted the applicant a waiver of requirements under Section 244(1) of the Companies Act, 2013, allowing the petition to proceed despite not meeting the threshold shareholding. It found the removal of the applicant from the position of Managing Director unlawful, emphasizing the lack of due process. The Tribunal noted allegations of oppression and mismanagement, highlighting the need for further inquiry. It concluded that the applicant established a prima facie case for waiver and directed the petition to be listed for a detailed hearing, without prejudicing the case's merits.

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Issues Involved:
1. Waiver of requirements under Section 244 of the Companies Act, 2013.
2. Validity of the removal of the applicant from the position of Managing Director.
3. Allegations of oppression and mismanagement.
4. Compliance with the Articles of Association and Joint Venture Agreement (JVA).

Issue-wise Analysis:

1. Waiver of Requirements under Section 244 of the Companies Act, 2013:
The applicant sought a waiver of the requirements for filing a company petition under Section 241 read with Section 242 of the Companies Act, 2013. The applicant, holding 5,000 shares (0.04% of the total issued share capital), did not meet the threshold requirements of Section 244(1). The Tribunal noted that the proviso to Section 244 allows for a liberal interpretation to advance justice and avoid patent injustice. The Tribunal decided to waive the requirements under Section 244(1)(a) to allow the applicant to file the petition, emphasizing the need for a detailed inquiry into the matter.

2. Validity of the Removal of the Applicant from the Position of Managing Director:
The applicant alleged his removal as Managing Director and authorized signatory was unlawful and violated the Articles of Association and the JVA. The Tribunal observed that the applicant had been managing the operations of the company and was recognized as Managing Director in various communications and documents. The removal was executed without following due process, including not serving a charge sheet or summary of allegations. The Tribunal found that the applicant had established a prima facie case of holding the position of Managing Director until his removal on May 14, 2019.

3. Allegations of Oppression and Mismanagement:
The applicant claimed that the actions of the respondents constituted oppression and mismanagement, particularly in the arbitrary removal from his position without due process. The Tribunal noted that the applicant's removal did not benefit the company or its shareholders and was not in the company's interest. The Tribunal found that the matter warranted an inquiry into the alleged acts of oppression and mismanagement.

4. Compliance with the Articles of Association and Joint Venture Agreement (JVA):
The applicant argued that his removal violated Article 52 of the Articles of Association and the terms of the JVA. Article 52 provided that the controlling shareholders had the right to appoint and remove the Managing Director, not the Board of Directors. The JVA specified that Mr. Anil Agarwal would manage the operations of the JVC (the first respondent company). The Tribunal noted that the JVA, although not part of the Articles of Association, bound the company to its terms. The Tribunal found that the applicant's removal was inconsistent with the provisions of the Articles of Association and the JVA.

Conclusion:
The Tribunal concluded that the applicant had made out a prima facie case for waiver of the requirements under Section 244(1) and allowed the petition to proceed. The Tribunal emphasized the need for a detailed inquiry into the allegations of oppression and mismanagement and the validity of the applicant's removal. The order directed the registry to number the company petition and list it for hearing on August 17, 2020. The Tribunal's observations were made without prejudice to the merits of the case.

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