1. The following members of a company shall have the right to apply under section 241, namely:—
a. in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares;
b. in the case of a company not having a share capital, not less than one-fifth of the total number of its members:
Provided that: the Tribunal may, on an application made to it in this behalf, waive all or any of the requirements specified in clause (a ) or clause (b ) so as to enable the members to apply under section 241.
Explanation.- —For the purposes of this sub-section, where any share or shares are held by two or more persons jointly, they shall be counted only as one member.
2. Where any members of a company are entitled to make an application under subsection (1 ), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them.
Legal Commentary & Landmark Judgments: Section 244
Section 244 establishes the numerical and shareholding eligibility thresholds required to file an oppression petition, conferring discretionary power on the Tribunal to waive thresholds.
Section 244 prevents frivolous, vexatious litigation by single-share discontented members, while the proviso prevents entrenched majorities from immunizing themselves by heavily diluting minority holdings below 10%. In NCLT litigation, respondents routinely file preliminary maintainability objections under Section 244; an applicant holding less than 10% equity must file a separate formal application for waiver establishing exceptional circumstances.