New Delhi, Feb. 27 -- The National Company Law Appellate Tribunal (NCLAT) on Thursday upheld the admission of a class action petition against Jindal Poly Films filed by minority shareholders. A bench comprising judicial member Justice Yogesh Khanna and technical member Ajai Das Mehrotra dismissed the company's appeal under Section 245 of the Companies Act, 2013. The appeal challenged a February 5 NCLT order admitting the plea of shareholders holding 4.99% of the company's share capital and directing issuance of a public notice to all shareholders. The minority shareholders had alleged that certain transactions between 2019 and 2022 involving promoter group entities were grossly undervalued and structured to avoid regulatory scrutiny and shareholder approval under Sebi regulations. Senior counsels Abhishek Manu Singhvi and Sunil Fernandes appeared for Jindal Poly. While the NCLT had held that minority shareholders can use Section 245 of the Companies Act to collectively challenge transactions they believe harmed the company, even if those transactions have already been completed, Jindal Poly moved the NCLAT arguing that Section 245, which provides for class action remedies, cannot be invoked for past and concluded transactions. Section 245, the Company argued, is intended only to restrain ongoing acts. It also contended that the NCLT had admitted the petition solely on the basis of a prima facie view without properly examining the statutory requirements under Section 245(4), including whether the petitioners were acting in good faith and whether the grievances could be pursued through other remedies such as proceedings under Sections 241 and 242 of the Act. Rejecting these contentions, NCLAT held that Section 245 is broad in scope and is not confined to continuing acts. The appellate tribunal observed that the provision expressly permits claims for damages or compensation for "fraudulent, unlawful or wrongful acts," which necessarily encompass past transactions. It further held that class action proceedings may be initiated not only where shareholders are prejudiced, but also where the company itself is alleged to have suffered loss due to actions of promoters, directors, or related parties....