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2019 (3) TMI 882 - AT - Companies LawOppression and mismanagement - maintainability of petition - exceptional circumstances for grant of waiver to maintain an application under Section 241-242 - individual eligibility to maintain application under Section 241-242 having more than 10% of the share of the company - HELD THAT:- Except two members all the member are individually eligible to maintain application under Section 241-242 having more than 10% of the share of the company. It is not necessary that they will have to join with one or other member to maintain their petition. In ‘Cyrus Investment Pvt. Ltd. & Anr. Versus Tata Sons Ltd. & Ors.’ [2017 (9) TMI 1500 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] this Appellate Tribunal noticed the shareholding pattern and taking into consideration the fact that majority of the shareholder having less than 10% of the shareholding, except 2 got more than 10% and that the Appellant ‘Cyrus Investment Pvt. Ltd.’ has invested about ₹ 1,00,000 Crore in ‘Tata Sons Ltd.’ out of the total investment of ₹ 6,00,000 Crore, held that the Appellant of the said case namely ‘Cyrus Investment Pvt. Ltd.’ has made out an exceptional case to maintain a petition for waiver under Proviso to Sub-section (1) of Section 244 of the Companies Act, 2013. The present case of the 1st Respondent ‘Ronny George’ is not only different but a reversal case where majority of the shareholder have more than 10% of shareholding except two who are less than 10% shareholding. Therefore, it cannot be held that the 1st Respondent has made out a case of exceptional circumstances for grant of waiver to maintain an application under Section 241-242 on such ground. This apart, no exceptional circumstance has been shown by the Tribunal to grant waiver. The factors recorded by NCLT in Para 17 of the impugned order are no grounds to treat them as exceptional circumstances keeping in view our Judgment in the matter of ‘Cyrus Investment Pvt. Ltd. & Anr. Versus Tata Sons Ltd. & Ors.’ (Supra). The impugned order of Tribunal being based on wrong presumptions of fact and law and as the1st Respondent has failed to make out a case for waiver, the said order is set aside. We hold that the petition under Section 241 and 242 preferred by 1st Respondent (Petitioner) before the Tribunal in respect to 2nd Respondent Company – ‘Professional International Couriers Private Limited’ is not maintainable and to be dismissed
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