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October 2026

M/s Jindal Poly Films Limited v. Ankit Jain & Ors.: Minority public shareholders holding over threshold can maintain class action suit against promoter related-party transactions under Section 245.

By Pramod Prabhudesai, Chartered Accountant | Kaushik M. Jhaveri, Company Secretary
Reading Time 4 mins

14. M/s Jindal Poly Films Limited V/S Ankit Jain & Ors

National Company Law Appellate Tribunal Principal Bench (New Delhi)

Company Appeal (AT) No. 47 Of 2026

Date of Order:26th February, 2026

The NCLAT upheld that Section 245 of the Companies Act, 2013 is not limited to continuing acts in present and can be legally activated for past and concluded transaction and also observed that Power of NCLT under Section 245 are exceptionally wide and allow for reliefs, damages, or compensation to be claimed from or against third parties, including directors, promoters, and consultants.

FACTS

A class action petition under Section 245 of the Companies Act, 2013 was filed before the National Company Law Tribunal (NCLT). They alleged that the promoters and management systematically orchestrated, undervalued, and concealed three major fraudulent financial transactions to their own benefit, causing an asset/value erosion of over `2,500 crores to M/s JPFL and its minority public shareholders.

Where the interlocutory application (IA) was filed by the management of M/s JPFL to challenge the maintainability

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