Express waiver under Section 244 is mandatory; consensual valuation steps cannot replace the statutory threshold for oppression claims.

A waiver under the proviso to Section 244(1) of the Companies Act, 2013 must be expressly granted by a judicial order before a member below the statutory threshold can maintain proceedings under Sections 241 and 242. Consensual appointment of a valuer, receipt of the valuation report, and opportunity to object were treated only as steps in a settlement exercise and did not satisfy the mandatory waiver requirement. A rectification order correcting an inadvertent inconsistency in the recording of the parties' stance on valuation was confined to a clerical correction and did not affect substantive rights. The appeals therefore failed, leaving the oppression and mismanagement petition unable to proceed on merits.

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Issues: (i) Whether the appointment of a valuer and consideration of the valuation report by consent of parties amounted to waiver or satisfaction of the statutory requirements under the proviso to Section 244(1) of the Companies Act, 2013 so as to permit the petition under Sections 241 and 242 to proceed on merits; (ii) Whether the rectification order correcting the earlier observation regarding agreement on valuation called for interference in appeal.

Issue (i): Whether the appointment of a valuer and consideration of the valuation report by consent of parties amounted to waiver or satisfaction of the statutory requirements under the proviso to Section 244(1) of the Companies Act, 2013 so as to permit the petition under Sections 241 and 242 to proceed on merits.

Analysis: The waiver contemplated by the proviso to Section 244(1) is an independent statutory adjudication and remains a condition precedent for maintaining proceedings under Sections 241 and 242 by a member holding below the prescribed threshold. The consensual appointment of a valuer, the receipt of the valuation report, and the opportunity to file objections were only steps taken in an attempted settlement exercise and did not amount to an adjudication on the waiver application. A procedural or consensual exercise for exploring an exit route cannot override the mandatory requirement of a specific order under Section 244.

Conclusion: The calling for or receipt of the valuation report did not amount to allowance of the waiver application, and the proceedings under Sections 241 and 242 could not be treated as having matured without a decision on Section 244.

Issue (ii): Whether the rectification order correcting the earlier observation regarding agreement on valuation called for interference in appeal.

Analysis: The rectification was confined to aligning the order with the earlier order sheets and the respondent's affidavit, and it corrected an inadvertent inconsistency in recording the parties' stance on valuation. No substantive right was decided by the rectification, and the modification was only clerical in nature.

Conclusion: The rectification order was justified and did not warrant interference.

Final Conclusion: The appeals failed because the waiver question under Section 244 remained undecided and the rectification order was found to be proper, leaving the appellant without a basis to proceed on the merits of the oppression and mismanagement petition.

Ratio Decidendi: A waiver under the proviso to Section 244(1) must be expressly granted by a judicial order before a member below the statutory threshold can maintain proceedings under Sections 241 and 242, and consensual or interim steps taken to explore settlement do not substitute for that mandatory determination.

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