Madras Race Club Vs R.D. Ramasamy (NCLAT Chennai)
NCLAT Chennai held that application under section 244 of the Companies Act, 2013 seeking waiver by the non-members cannot be allowed. Accordingly, order quashed and appeal stands allowed.
Facts- The Appellant i.e. Madras Race Club is a Company which stood registered within the meaning of Section 8 of the Companies Act and is a non-profit Company, which does not have any share capital. It had about 7417 Club Members as on the date, when the Company Application was initiated by the Respondents by filing the same u/s. 244 of the Companies Act, 2013, to be read Rule 11 of NCLT Rules, 2016, seeking a waiver of the requirements of Section 244(b) in order to enable them to pursue Company Petition, u/s. 241 r.w.s. 242 and 59 of the Company Act, 2013, seeking remedial measures against the acts of Oppression and Mismanagement, by the Company.
Conclusion- Held hat on a simpliciter language of Section 244 of Companies Act to be read with Section 2 (55), it could have been only a person who still continues to be in the Register of “Members” of the Appellant Company and not otherwise. Because, if field of filing of applications under Section 244 of Companies Act, is left open even to non-members, it would create procedural chaos, enabling all and sundry who are not even a member of the Company, to raise allegations of oppression and mismanagement.
