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2017 (4) TMI 1112 - Tri - Companies LawWaiver of the qualification mandate set out in section 244{1) of the Companies Act 2013 to enable to pursue their Petition filed u/s 241 on the ground that the interest of the Petitioners in Tata Sons Limited (Rl) is substantial - whether the issues raised in the Petition are more appropriate to be dealt with u/s 241 and the cause raised is substantial in importance to the Petitioners, to class of members, to the Company itself and to the Public? - Held that:- Tests for invocation of reliefs keep changing from one situation to other, public interest and company interest are shown back seat as against members' interest, especially economic interest; public interest and company interest are actions fall under derivative actions. To avoid frivolous grounds under the cause of derivative actions, English law bifurcated the actions and put almost iron curtain on derivative actions, lifting that curtain is made difficult by screening it with prima facie test. We are not blindly going by English law, but by seeing reason behind it to curtail unnecessary litigation and to let the companies run their business in their usual course, we have adopted this to consider waiver plea. However, at the cost of repetition, it is hereby mentioned, that no issue raised in this case is related to personal action of shareholders, directorial complaint, in a company like this, will not fall within the ambit of shareholder action. It could not even be said that actions impugned in this case will have impact upon public, usually such situation will arise when business of the company effects the health of public or economy of the country, but by reading the petition, such issue is not present anywhere in the petition. Therefore, we are of the view that the case seeking waiver must be for seeking shareholder action in relation to their economic interest, two there must be a case likely to succeed. On the top of it, the reasons for granting waiver shall be supported by fairly strong and compelling reasons. As to other points of public interest and company interest, we don't believe the issues manifested in the petition are fit for grant of waiver plea. If any violations are noticed to other Acts, there are other forums for it, if anybody is so bent upon to seek action on such violations, such as the issue raised in this case in relation to violation of SEBI regulations, they can complain to those forums, not before NCLT especially under section 241. The petitioners' allegation, one after another have been dealt with, first they have not disclosed any cause of action, second they are not shareholder actions, hence forth, they are not actions fit to be considered for granting waiver. In view of these reasons, the waiver is not granted, accordingly waiver application as well as main company petition are hereby dismissed without costs.
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