The National Company Law Appellate Tribunal (NCLAT) on Thursday refused to dismiss a class action lawsuit against Jindal Poly Films Limited (JPFL). The New Delhi bench, led by Justice Yogesh Khanna and Technical Member Ajai Das Mehrotra, upheld the admission of the shareholder class action before the National Company Law Tribunal (NCLT).
“The NCLT in the impugned order has satisfied itself regarding fulfilment of all requisite pre-conditions under Section 245 read with relevant Rules. Thus, we are not inclined to interfere in the impugned order and hence the appeal is dismissed,” said the bench in its order.
The dispute arises from a class action initiated by minority shareholders of Jindal Poly Films Limited under Section 245 of the Companies Act, 2013, alleging acts of mismanagement and decisions that were prejudicial to the interests of certain shareholders. It was brought by three shareholders - Ankit Jain, Rina Jain and Ruchi Jain Hanasoge - who collectively held a 4.99% stake in the company in March 2024. They allege that certain promoter-linked transactions caused a financial loss of Rs 2,518.45 crore to the company and its public shareholders.
“Prima facie the allegations are of illegal and systematic fraudulent acts perpetrated by JPFL, its promoters and directors and in undertaking the impugned transactions have caused significant loss to the entire class of minority public shareholders of JPFL, including Respondent No. 1 - 3. The investigation conducted by the market regulator SEBI and by the Directorate of Enforcement (ED) prima facie establish the ‘management and conduct of theaffairs of the company (Appellant / JPFL herein) are being conducted in a manner prejudicial to the interest of the company itself as well as its members’,” said the NCLAT order.
Commenting on the NCLAT’s order, Jindal Poly Films said in a statement, “Today, the Hon’ble National Company Law Appellate Tribunal (NCLAT) decided the appeal filed by us against the order passed by the Hon’ble National Company Law Tribunal (NCLT) on 05.02.2026. This decision rendered today does not have any implications or bearing on the merits of the case as the Hon’ble NCLT is yet to start hearing the matter.”
“Jindal Poly reiterates that all business decisions were taken under commercial wisdom with necessary approvals as required under applicable laws. This decision does not impose any findings on the allegations made in the petition. The company is reviewing the order and shall decide on the next steps accordingly,” said a spokesperson of Jindal Poly Films.
The company had earlier opposed the maintainability of the class action, contending that such proceedings could not be invoked for concluded transactions. However, the National Company Law Tribunal admitted the plea, and this admission has now been upheld by the National Company Law Appellate Tribunal, reinforcing the availability of class action as a meaningful shareholder remedy in India. Shares of Jindal Poly Films fell nearly 7% on Thursday to settle at Rs 595 apiece on the NSE.