National Company Law Tribunal, New Delhi: In an application filed under Section 244 of the Companies Act, 2013 (the Act), seeking waiver of the minimum requirement to enable the applicant-petitioner to file the present petition under Section 241 and 242 of the Companies Act, 2013, a division bench comprising of Mr. Mahendra Khandelwal (Judicial Member) and Mr. Rahul Bhatnagar (Technical Member), after hearing the applicant and provided time to respondent to file reply after accepting notice, fixed the next date of hearing on 04-04-2024.
In the instant matter, the applicant, Mr. Ashneer Grover who is the co-founder and largest shareholder of the respondent company with 8.43% of the total shareholding of the Company., filed an application under Section 244 of the Act for the waiver of minimum requirements to enable him to file a petition under Section 241 and 242 of the Act, despite not meeting the shareholding threshold of 10% outlined in Section 244(1)(a) of the Act. The petitioner asserted that the circumstances warrant such a waiver, i.e., oppressive and coercive actions by certain management members, as well as ongoing mismanagement within the respondent company. The petitioner contended that the evidence of the oppressive acts can be perceived by the amendments made to the Articles of Association after the petitioner’s expulsion from the company, which curtail rights and obligations associated with the petitioner’s founder status.
The petitioner’s substantial interest in the company, coupled with their role as a co-founder and past director, underscores their entitlement to relief. The matters raised fall within the purview of oppression and mismanagement under Sections 241–244 of the Companies Act, 2013.
The petition was filed by the applicant by virtue of the severe demonstrations of the then top managerial staff prompting constrained and pressured expulsion of the applicant from the Respondent 1, M/s Resilient Innovations (P) Ltd., in a most extreme planned and arranged way. The applicant alleged that the respondents are violating the current agreement of employment of the applicant and are trying to get back the shares of the applicant at a nominal price to coerce him. As per the applicant the dispute, if any, should have been subjected to Arbitration as per Section 8 of the agreement. The applicant further alleged that another company named M/s Pine Labs is being used by the respondents to hamper the applicant’s interests.
The applicant is prayed for the waiver of the conditions under Section 244(1)(a) of the Act, in light of him being the largest shareholder and the present case, being a case of “Oppression and Mismanagement under Section 241 of the Companies Act, 2013”. The applicant asserted that the forceful expulsion of the applicant from the company amounts to coercive act of the respondents in the case. The applicant relied upon Cyrus Investments (P) Ltd. v. Tata Sons Ltd., 2017 SCC OnLine NCLAT 261 and Brookefield Technologies (P) Ltd. v. Shylaja Iyer, 2020 SCC OnLine NCLAT 829 to further his point.
The NCLT heard the applicant’s counsel and noted that the counsel representing all the respondents, accepted the notice for filing a reply to this application. The NCLT admitted the application and ordered to list the matter for further hearing on 04-04-2024.
[Ashneer Grover v. Resilient Innovations (P) Ltd., IA/37/2024, order dated 12-02-2024]
Advocates who appeared in this case :
Mr. Giriraj Subramanium, Mr. Siddhant Juyal, Ms. Veda Singh, Ms. Urvashi Singh, Mr. Rahul Kumar, Mr. Simarpal Singh Sawhney, Mr. Akhilesh Talluri, Mr. Ravi Pathak, Mr. Joy Banarjee, Mr. Abhishek Anand, Mr. Atul Sharma, Counsel for the Appellants
Mr. Sourabh Rath, Counsel for the Respondents
