Devaunshi Mehta Nee Thackersey Vs Bhishma Realty Ltd. & Ors. (NCLT Mumbai)
Summary: The Applicant, holding 460 fully paid-up shares constituting approximately 4.65% of Bhisma Reality Limited, filed an application under the proviso to Section 244(1) of the Companies Act, 2013 seeking waiver of the eligibility requirements to pursue Company Petition No. 28 of 2026 under Sections 241 and 242 alleging oppression and mismanagement. The Applicant alleged, among other things, that Respondent No. 2 had improperly acquired shares and utilised company funds in connection with the 2020 MoU. The Respondent opposed waiver, contending that the Applicant could not claim impossibility merely because she had not secured support from other shareholders. The Tribunal noted that only Respondent No. 2 and Capri Realty Private Limited held more than 10% shares, while the Applicant held 4.65% and most remaining shareholders held very small percentages. Relying on the principles laid down in Cyrus Investments Pvt. Ltd. & Anr. v. Tata Sons Ltd. & Ors., the Tribunal held that an individual minority shareholder cannot be forced to secure the support of other shareholders to satisfy the Section 244(1) threshold. It found exceptional circumstances warranting waiver and allowed IA 62 of 2026. :contentReference[oaicite:0]{index=0}
Background and Application for Waiver
The Applicant is a shareholder of Respondent No. 1 Company, Bhisma Reality Limited, described in the order as a family-owned entity. She holds 460 fully paid-up equity shares, constituting approximately 4.65% of the paid-up share capital.
