A shareholder must meet the minimum statutory requirement under Section 244 of the Companies Act, 2013 to maintain an oppression claim, which necessitates a certain percentage of shareholding. Waivers can only be granted under exceptional circumstances.

ORDER

Per Coram:

1. This is an application filed by Mr. Shaji Mathew Section 244 of the Companies Act, 2013 in Company (“Applicant”) under Petition(C/Act)30/2022, which was filed under Section 241 -242 in the matter of M/s. Inkel Limited, seeking waiver of the requirement specified in clause (a) of the said section and thereby, enable the Petitioner to apply and proceed with the Company Petition preferred by the Petitioner under section 241 of the Companies Act, 2013 . The proposed Company Petition was filed on 30.06.2022.

2. The reliefs sought for in this application are as follows: -

a. This Hon’ble Tribunal exercise its powers under the proviso to Section 244 of the Act and waive the requirements of Section 244 {1)(a) of the Act and allow the instant Application thereby permitting the Applicant to apply under Section 241 of the Act for the reliefs as claimed in the captioned Petition;

b. For such further and other reliefs as this Hon’ble Tribunal may deem fit in the facts and circumstances of the present case;

3. The Applicant herein is the Original Petitioner who has preferred the main Company Petition under sections 241 and 242 of the Companies Act, 2013 against the Respondents alleging oppression and mismanagement. The Applicant is a shareholder in the 1^st Respondent Company holding 1000 equity shares with a face value of Rs. 10/-; and his combined shareholding in the 1^st Respondent Company is less than 10% of the total paid up capital of the company and does not satisfy the requirements of Section 244 (a) of the Companies Act, 2013 .

4. The applicant has filed the main Company Petition alleging various acts of oppression and mismanagement. These include misrepresentation of facts before a quasi-judicial authority, siphoning of funds, conspiracy concerning the terms of the call and put option agreement, failure to convene meetings of the Investment Sub- Committee, and causing significant financial loss to Respondent No. 1 Company due to gross mismanagement. Additionally, the applicant alleges the complete annihilation of Respondent No. 2 Company, abandonment of projects without sufficient cause or justification, and unlawful and arbitrary denial of rights to Respondent No. 2 Company.

These acts form the basis for filing this application.

Brief facts of the Case as per the application is as under: -

5. The 2^nd Respondent Company Seguro Foundations and Structures Private Limited incorporated in 2007 was established with the objective of undertaking civil and mechanical engineering activities.

6. M/s KMC Constructions Ltd won the bid to upgrade the Calicut Bypass into a six-lane highway under the National Highways Authority of India’s hybrid annuity model. To execute the project, KMC formed a Special Purpose Vehicle named Calicut Expressway Pvt Ltd (CEPL). The project was awarded at a bid value of Rs. 1710 Crores.

7. In its 55th Board meeting on 30.10.2018, 1^st Respondent, Inkel Limited, a public-private partnership company initiated by the Government of Kerala decided to associate with the Calicut project by acquiring 100% shares of CEPL. However, due to tender conditions preventing KMC from transferring the full shareholding immediately, the Board approved purchasing 49% shares for Rs. 49 lakhs and authorized spending up to Rs. 51 lakhs to acquire the remaining 51% shares once allowed. The 51% shares will be held under pledge until NHAI regulations permit R1 Company to hold more than 49% before project completion. Additionally, the Board approved providing a bank guarantee of Rs. 85.50 crores on behalf of CEPL, contingent on a counter guarantee from KMC, and agreed to collaborate with KMC through a joint venture for project execution. The Board also sanctioned extending a mobilization advance of up to Rs. 25 crores, to be adjusted from the Rs. 171 crores mobilization advance receivable from NHAI.

8. The Board authorized the Investment Subcommittee of R1 Company to provide guidance and approvals on its behalf before and during the co