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Issues: (i) Whether the Company Petition under Section 245 of the Companies Act, 2013 was maintainable and whether the NCLT was justified in admitting the petition and directing issuance of public notice under Rule 87 of the NCLT Rules, 2016.
Analysis: The Tribunal examined Section 245(1) and (4) of the Companies Act, 2013 and the relevant NCLT Rules (including Rule 84(3)(ii)(b), Rule 85 and Rule 87) to determine threshold eligibility and prima facie satisfaction. The Tribunal considered whether Section 245 is confined to continuing acts or also covers past/concluded transactions, the scope of reliefs under Section 245(1)(g) and (h) (including claims for damages or compensation against the company, its directors or third parties), and whether applicants acted in good faith and could pursue the cause of action in their own right. The Tribunal reviewed factual allegations of concealment, undervaluation and related party transactions with reference to Regulation 23 of the SEBI (LODR) Regulations, 2015, and noted market regulator (SEBI) and enforcement (ED) inquiries as relevant prima facie material. The Tribunal also applied the statutory definition of good faith (Section 3(22) of the General Clauses Act, 1897) and considered whether joinder of all class members would be impracticable and whether representative petitioners would adequately protect class interests.
Conclusion: The Tribunal held that Section 245(1) permits class actions for acts prejudicial to the company and its members, including past and concluded transactions where damages or restitution are sought; that reliefs under Section 245(1)(g) and (h) can extend to third parties and past acts; that the petition met the statutory threshold (2% / 4.99% shareholding) and prima facie satisfaction; and that the NCLT did not err in admitting the petition and directing issuance of public notice. The appeal against the admission and notice direction was dismissed.
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