Lieutenant Colonel Sandeep Dewan Vs Ootacamund Club (NCLAT Chennai)
The NCLAT Chennai dismissed the appeal filed by Lieutenant Colonel Sandeep Dewan (Retd.) against the order of the National Company Law Tribunal rejecting his application for waiver under the proviso to Section 244(1) of the Companies Act, 2013. The appellant had sought exemption from the eligibility requirements prescribed under Section 244(1)(b) to enable him, as an individual member of the Ootacamund Club, a company limited by guarantee, to institute proceedings under Sections 241 and 242 alleging oppression and mismanagement. He contended that it was impossible for him to satisfy the statutory requirement of obtaining the support of one-fifth of the total membership and therefore sought a waiver.
The appellant claimed that he had been an active member of the club since 2016 and had been wrongfully suspended after exposing alleged fraud, mismanagement and financial irregularities by the office bearers. He asserted that the continuation of his suspension beyond one year amounted to unlawful implied suspension and that he was targeted for raising concerns regarding the affairs of the club. He further alleged irregularities in the conduct of elections, acceptance of proxy voting contrary to statutory provisions, improper maintenance of the register of members, rejection of his nomination for committee elections, and violations of the Companies Act and the Articles of Association. According to him, these acts constituted oppression and mismanagement warranting proceedings under Sections 241 and 242. He relied upon decisions including Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd. and Anil Agarwal v. Omega Icehill Pvt. Ltd. to contend that the proviso to Section 244 should receive a liberal interpretation so that genuine grievances are not denied judicial consideration.
