Waiver of eligibility threshold under company law is discretionary and allowed only in exceptional circumstances; application rejected.

Waiver of the eligibility threshold under section 244(1)(a) of the Companies Act, 2013 is discretionary and available only in exceptional circumstances. Where applicants do not hold not less than one-tenth of the issued share capital, the statutory threshold is not met unless waiver is specifically justified on the material placed. The Tribunal examined the meaning of issued share capital and the waiver principles relied upon, but found no exceptional circumstances warranting relief. Its observations on oppression and mismanagement were limited to the waiver question and did not determine the merits of any proposed petition under sections 241 and 242. The waiver request was rejected and the application was held not maintainable.

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Issues: Whether the applicants were entitled to waiver of the eligibility requirement under section 244(1)(a) of the Companies Act, 2013 so as to maintain a petition under sections 241 and 242 of the Companies Act, 2013.

Analysis: The applicants did not satisfy the statutory threshold of holding not less than one-tenth of the issued share capital. The Tribunal considered the statutory text of section 244, the meaning of issued share capital, and the authorities relied upon on waiver. It held that waiver is discretionary and is granted only in exceptional circumstances. On the material placed, the applicants had not made out such exceptional circumstances. The Tribunal also noted that the views on the underlying oppression and mismanagement allegations were only for examining waiver and did not decide the merits of the proposed company petition.

Conclusion: The prayer for waiver under section 244(1)(a) was rejected and the application was not maintainable.

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