NCLT’s Order in Ankit Jain: First major shareholder class action makes progress

EARLIER THIS YEAR, in Ankit Jain v. Jindal Poly Films Ltd. (2026), the National Company Law Tribunal (‘NCLT’), the Principal Bench admitted and upheld the maintainability of a class action filed by 4.99 percent shareholders of Jindal Poly Films Limited (‘JPFL’). This is seemingly one of the first class actions under Section 245 of the Companies Act, 2013 (‘the Act’) to be admitted by a bench of the National Company Law Tribunal) and is therefore a major development in company law jurisprudence and shareholder activism in India.

In a petition under Section 245 of the Act, shareholders holding 4.99 percent of the issued share capital of JPFL alleged that the company’s affairs were being conducted in a manner prejudicial to the interests of the company and its minority shareholders. The petition was founded on JPFL’s investments of approximately ₹703.79 crore in Optionally Convertible Preference Shares (‘OCPS’) and Redeemable Preference Shares (‘RPS’) of Jindal Powertech between FY 2013-14 and FY 2016-17. 

The parties’ contentions in Ankit Jain

The petitioners argued that the class action was maintainable because they satisfied the threshold under Section 245 and Rule 84 by holding 4.99 percent of JPFL’s share capital, exceeding the 2 percent requirement for listed companies. They contended that Section 245 extends beyond preventive relief and permits challenges to completed transactions through remedies such as compensation, damages, and other suitable relief. Accordingly, their challenge to the allegedly undervalued sale of the OCPS and RPS, and their claim for compensation and reversal of those transactions, fell squarely within the scope of Section 245. They also rejected the respondents’ reliance on foreign derivative action jurisprudence, arguing that Section 245 is a self-contained Indian statutory remedy designed to protect both the company and its shareholders.

The respondents contended that the petition was, in substance, a derivative action or an oppression and mismanagement claim under Sections 241–242, rather than a class action under Section 245. Since the reliefs sought were primarily for losses allegedly suffered by JPFL and any recovery would accrue to the company, they argued that the petition was a derivative claim disguised as a class action. They further submitted that Section 245 is directed at ongoing prejudicial conduct, whereas the petition challenged completed transactions, making Sections 241–242 the appropriate remedy. On that basis, they sought dismissal of the petition as non-maintainable.