Class Actions Under Section 245 Of The Companies Act, 2013: Shareholder Protection, Derivative Claims And The Challenge Of Effective Corporate Accountability In India
By Kirrthana Y, Prof. Lalith Kumar
I. ABSTRACT
Class actions promote shareholder protection and corporate accountability. Section 245 of the Companies Act, 2013 provides eligible members and depositors with a collective remedy against specified unlawful or prejudicial corporate conduct. This paper critically examines its effectiveness, procedural challenges, remedies and distinction from derivative actions, with reference to Jindal Poly Films Ltd. v. Ankit Jain & Ors. Following the Supreme Court’s order of 8 June 2026, which set aside the relevant NCLT and NCLAT orders by consent and referred the dispute to arbitration, all contentions remain open. Using doctrinal and analytical methodology, the paper identifies key limitations of Section 245 and recommends reforms to improve accessibility, judicial clarity, compensation and litigation-cost management.
Keywords: Class Action, Section 245, Companies Act, 2013, Shareholder Protection, Derivative Action, Corporate Governance, NCLT, Corporate Accountability.
