JUDGEMENT :

A.I.S. CHEEMA, J.

These 3 appeals are arising out of same impugned order passed by the National Company Law Tribunal single Bench Chennai (NCLT in short) in CA 90/2017 filed by original applicant “Medici holdings Limited & Ors.”. By the impugned order NCLT has found that the original applicant has made out a case for waiver of clause (a) and (b) of section 244 to file petition under section 241 of the Companies Act, 2013 (new Act in short). Aggrieved by the impugned order original respondents 1 to 5 have filed CA 375/2017, original respondent nos. 6 to 8 have filed CA 396/2017 and original respondent no. 9 has filed CA 395/2017.

2. We have heard the appeals together. The impugned order is also same and thus we are disposing these appeals by this common judgment and order. We will be referring to documents and page numbers from the record of CA no. 375/2017.

3. The impugned order shows that the learned NCLT considered the CA (copy of which is at page 270 in the appeal). The learned NCLT painstakingly summarized the averments made in the application for waiver, which we need not reproduce. NCLT considered the arguments and counter arguments which were made and referred to rulings cited and in Para 13 of the impugned order considered the question whether the original applicant has made out case to seek waiver of clause (a) and (b) of section 244 of the new Act. Discussing the arguments made, the finding was arrived at that the Legislature has fixed a minimum criteria u/s 244 for making application under section 241 of the new Act but at the same time entrusted the Tribunal with the power to waive the criteria of minimum requirement for doing substantial justice. The Tribunal found that the power has to be used very carefully and on exceptional basis and looking to the concerned matter it was of the opinion that this case is one of the exceptional cases where such power should be used to grant waiver in the interest of justice.

4. Briefly, the case put up by the Respondent no. 1(original applicant) in the application for waiver is that the applicant had acquired 6.62 per cent of paid up equity capital of the respondent company “Photon Interactive Private Limited”. The shares were acquired soon after the company had been incorporated. Respondent no. 1 claimed in the application that it is an investment holding company. It has 19,69,000 equity shares of Rs. 1 each representing 6.62 per cent of the paid-up share capital of the first respondent Company (appellant no.1). The application contains particulars regarding the authorized and paid up capital of the appellant no. 1(hereafter referred as respondent company). It is shown that the original respondent no.2 is holding 46.43 per cent of the shares and is also director of original 5th respondent and executive director of original 6th and 7th respondents and is also director in original 8th respondent. It is stated that the original respondent no. 3 is promoter and director of the respondent company having shareholding of 46.43 per cent of the shares. The original respondent no. 3 is also director in 5th respondent and is also director in 8th respondent. As per the application for waiver original respondent no. 4 has 0.03 per cent shares in the respondent company and she is also director of 5th respondent company. The application gives particulars relating to respondents 5 to 9 also and their connection with the respondent company. The case put up is that it is on 24.11.2010 the company came up with a proposal to allot substantial shares to respondent nos. 2 and 3. The original applicant objected and the proposal was given up. Some offer was made on 25.01.2011 and that was also given up. On 25.11.2010 according to the applicant a right offer was given to all the shareholders but the offer made to the original applicant came to be withdrawn. Similar process was adopted on 10.01.2011 and even that was given up. According to the original applicant on 28.10.2011 8,50,000 shares of