NCLT admits class action by minority shareholders against Jindal Poly Films

NCLT admits minority shareholders' class action against Jindal Poly Films, saying allegations of prejudicial conduct merit detailed adjudication

The National Company Law Tribunal (NCLT) has admitted a class action petition filed by minority shareholders of Jindal Poly Films, holding that the plea raises a prima facie case of alleged prejudicial conduct by the company’s management and warrants detailed adjudication.

 

The NCLT’s principal bench rejected the company’s objections on maintainability and directed that the class action petition under Section 245 of the Companies Act, 2013, be proceeded with. The tribunal said the petitioners, who collectively hold around 5 per cent of the company, meet the statutory threshold required to initiate class action proceedings.

 

The petition, filed by shareholders led by Ankit Jain, alleges that Jindal Poly Films undertook a series of related-party transactions involving the sale of optionally convertible preference shares (OCPS) and redeemable preference shares (RPS) in group entities at grossly undervalued prices, causing significant losses to the company and its public shareholders.

 

 

The petitioners have sought reversal of these transactions or, alternatively, compensation for alleged losses exceeding ₹2,500 crore, along with interest. They have also sought action against directors and other related parties for alleged fraudulent and wrongful conduct.

 

Jindal Poly Films had argued that the petition was not maintainable as a class action, contending that the claims amounted to a derivative action that should have been brought under provisions relating to oppression and mismanagement. The company also submitted that the transactions in question were past and concluded, and therefore outside the scope of Section 245.

 

Rejecting these arguments, the tribunal said Section 245 is not limited to preventive relief and expressly allows shareholders to seek compensation and damages for alleged wrongful acts, including past transactions.

 

The main company petition, along with connected applications, has been listed for further hearing on April 2, 2026.