Section 245 Class Action: What 2026 NCLT Order Means

Section 245 of the Companies Act, 2013 is back in market conversation after an early-February 2026 order from the NCLT admitted a minority shareholder class action in a listed company. Social media discussions now focus on what the provision really permits and how a group of shareholders can practically use it.

Why Section 245 is trending again in 2026

Section 245 class action was notified on 01-06-2016. Despite being on the statute book for years, it has been rarely invoked or admitted in practice. That perception changed with an NCLT order in February 2026 admitting a shareholder class action against Jindal Poly Films Ltd. The order is being discussed as a signal that tribunals may be more willing to entertain collective shareholder harm. Many posts frame it as a minority-investor protection tool that finally has procedural traction. The discussion is also about entry-stage scrutiny, not final findings. Admission is being read as a maintainability green light, not a decision on merits. This distinction matters because it shapes expectations for similar petitions.

What Section 245 actually allows

Section 245 allows members or depositors, acting as a class, to apply to the NCLT. The trigger is an opinion that management or conduct of affairs is prejudicial to the company, its members, or depositors. The statutory text contemplates a wide range of reliefs, including compensation and damages. It also includes clauses enabling the Tribunal to grant “any other remedy” it deems fit. Social media posts often highlight this breadth because it goes beyond pure injunction-style relief. The provision explicitly allows claims against persons associated with disclosures or conduct, including advisors or consultants, for incorrect or misleading statements or wrongful acts. The text is commonly cited as a framework meant for collective remedy rather than one-off complaints.

Who can file and the threshold rules

Eligibility is a recurring point of confusion in online threads. Section 245 sets minimum numbers for members or depositors to avoid purely individual litigation. For companies with share capital, the law references at least one hundred members or a prescribed percentage, whichever is less. It also allows a shareholding-based route, subject to calls and sums due being paid. Depositors have parallel thresholds, including one hundred depositors or a prescribed percentage. Commentary around the February 2026 case also references a 2 percent issued share capital threshold under the NCLT Rules for listed companies. In the admitted petition, the minority group was recorded as holding about 4.99 percent of equity. That stake level was treated as meeting the eligibility threshold.

What NCLT admitted in Jindal Poly Films

The NCLT, Principal Bench, New Delhi admitted the class action petition by minority shareholders against Jindal Poly Films Ltd under Section 245. Reports from the discussion note orders dated 5 February 2026 and 6 February 2026 around admission and maintainability. The petitioners were described as minority shareholders acting for a wider class, with common issues of grievance. The allegations related to related-party and asset transactions said to be prejudicial to the company and its members. The petition sought declarations that the impugned transactions are null and void. It also sought damages and compensation exceeding INR 2,500 crore. The Tribunal directed issuance of public notice to other shareholders. The matter was listed for further hearing on April 2, 2026.

Past transactions and “derivative” objections

A key legal debate online is whether Section 245 is only preventive. In the February 2026 order, the NCLT rejected the contention that the provision is purely preventive. It emphasised that the statutory language expressly contemplates compensation, damages, and other suitable action. Based on that text, the Tribunal indicated the provision can cover past, present, and future acts. Another objection discussed was that the petition was “derivative” in substance and therefore not maintainable. The NCLT declined to import rigid distinctions from US jurisprudence. It described Section 245 as a self-contained code with distinct legislative intent. It also noted that prejudice to the company ultimately affects shareholders, aligning maintainability with the statute’s phrasing.

Remedies on the table, including auditors

Section 245 is being read as expansive because it can target more than directors. The text cited in discussions includes claims against an auditor, advisor, consultant, or other person for misleading statements or wrongful conduct. Where damages or compensation are sought from an audit firm, liability can attach to the firm and partners involved. This feature is widely highlighted because it links accountability to professional gatekeepers. The provision also allows the Tribunal to craft “any other remedy” it deems fit. Social media summaries often compare this breadth with other NCLT routes. In the same discussion set, Section 241 is referenced as an oppression and mismanagement remedy for an individual member. Section 245 is framed as class-based relief focused on conduct harming the company and members collectively.

Quick reference table: thresholds, scope, and process cues

The February 2026 admission has pushed investors to map the law to process steps. Threads repeatedly mention threshold checks, common questions of law or fact, and adequacy of representation. They also point to public notice as a practical milestone for building a class.

Why investors mention RCom, Reliance Capital, Ansal Housing

Reddit and social media threads frequently jump from the Jindal Poly admission to broader “could this be used elsewhere” questions. In that context, names like RCom, Reliance Capital, and Ansal Housing are cited as examples users want to discuss. These mentions are typically framed as minority shareholders searching for a collective route, not as confirmed filings under Section 245. The Jindal Poly order is treated as a proof point that admission is possible if thresholds and common grievances are shown. However, the same discussions also underline that admission only indicates legal sufficiency at the notice stage. The NCLT said it only forms a tentative view at admission, not a detailed evidence finding. That means outcomes still depend on facts, documents, and merits later in proceedings. For investors, the practical takeaway is that Section 245 is now being seen as viable, but it remains process-heavy and tribunal-driven. The renewed interest reflects governance-focused activism more than short-term price narratives.