Class Action explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 84 says how a class action under section 245 is started (Form NCLT-9) and, since 2019, how many members or depositors must join. Rule 85 lists the factors the Tribunal may weigh when deciding whether to admit a class action.
An application under section 245(1) read with section 245(3) is filed in Form NCLT-9 and served on the company, other respondents and others as the Tribunal directs (rule 84(1)-(2)). Sub-rules (3) and (4) were inserted by G.S.R. 351(E) of 8 May 2019 and fix the requisite number: for members of a company with share capital, five per cent of the total number of members or one hundred members, whichever is less, or members holding not less than five per cent of issued share capital (unlisted) or two per cent (listed); for depositors, five per cent or one hundred, whichever is less, or depositors owed five per cent of total deposits. Rule 85 adds factors for admission: numerosity, common questions, typicality and adequacy, and the risks of separate actions. Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020). Later amendments should be checked.
Rule 84: right to apply under section 245
Rule 84(1) and (2): form and service
An application under section 245(1), read with section 245(3), is filed in Form NCLT-9. A copy of every such application is served on the company, other respondents and all such persons as the Tribunal may direct. For the section, see our guide to section 245 and the post on section 246. For the NCLT-9 layout, see the Form NCLT-9 guide. If you represent a group of members or depositors, our legal dispute resolution team can help you check the thresholds before filing.
Rule 84(3): members of a company having a share capital
Inserted by G.S.R. 351(E) of 8 May 2019 (the National Company Law Tribunal (Second Amendment) Rules, 2019), rule 84(3) provides that the requisite number of member or members to file an application under section 245(1) is:
- (i)(a) at least five per cent of the total number of members of the company; or (b) one hundred members of the company, whichever is less; or
- (ii)(a) member or members holding not less than five per cent of the issued share capital of the company, in the case of an unlisted company; (b) member or members holding not less than two per cent of the issued share capital, in the case of a listed company.
Rule 84(4): depositors
The requisite number of depositor or depositors is:
- (i)(a) at least five per cent of the total number of depositors; or (b) one hundred depositors, whichever is less; or
- (ii) depositor or depositors to whom the company owes five per cent of the total deposits of the company.
The same notification omitted serial number 28 of the Schedule of Fees (the application for compounding of certain offences); see the article on rule 112 and the Schedule of Fees for the fee for class action suits, which has its own serial.
Rule 85: conducting a class action suit
Rule 85(1): factors for admissibility
Without prejudice to section 245(4), the Tribunal may, in addition to the grounds in the Act, take into account:
- (a) whether the class has so many members that joining them individually would be impractical, making a class action desirable;
- (b) whether there are questions of law or fact common to the class;
- (c) whether the claims or defences of the representative parties are typical of those of the class; and
- (d) whether the representative parties will fairly and adequately protect the interests of the class.
Rule 85(2): separate actions
For the purposes of clause (c) of section 245(4), in considering the desirability of an individual or separate action rather than a class action, the Tribunal may take into account whether admitting separate actions by members or depositors would create a risk of:
- (a) inconsistent or varying adjudications;
- (b) adjudications that as a practical matter would be dispositive of the interests of other members; or
- (c) adjudications that would substantially impair or impede the ability of other class members to protect their interests.
Thresholds at a glance
| Applicants | Company | Threshold (whichever test the rule gives) |
|---|---|---|
| Members | Having share capital | Five per cent of members or one hundred members, whichever is less; OR |
| Members | Unlisted | Holding not less than five per cent of issued share capital |
| Members | Listed | Holding not less than two per cent of issued share capital |
| Depositors | Any | Five per cent of depositors or one hundred, whichever is less; OR depositors owed five per cent of total deposits |
An example
Prairie Foods Limited, an unlisted company with share capital, has 400 members. Five per cent of 400 is 20, and one hundred is more than 20, so "whichever is less" gives 20 members. Twenty members can therefore apply under the first test; alternatively, any members holding not less than five per cent of the issued share capital can apply. If Prairie were listed, the share-capital alternative would be two per cent. At the admission stage the Tribunal may then look at whether joining 400 members individually would be impractical and whether the representative parties will adequately protect the class.
What a practitioner checks
- The company's total number of members (or depositors) and which of the alternative tests the applicants meet.
- Whether the company is listed or unlisted for the share-capital test.
- That the application is in Form NCLT-9 and served on the company, other respondents and anyone the Tribunal directs.
- That the application addresses numerosity, common questions, typicality, adequacy and the risk of separate actions.
Need help with a class action?
Getting the numbers right at the start avoids a threshold objection later. For help with a class action under section 245, speak to our legal dispute resolution team.
Key takeaways
- A class action application is in Form NCLT-9, served on the company and respondents (rule 84(1)-(2)).
- Rule 84(3) and (4), inserted on 8 May 2019, give the member and depositor thresholds.
- Five per cent or one hundred, whichever is less, applies to members and to depositors; share-capital percentages differ for unlisted (five per cent) and listed (two per cent) companies.
- Rule 85 lists factors such as numerosity, common questions, typicality and adequacy.
Read next
- Rules 86 and 87: opt-out and public notice
- Section 245: class action
- Rule 112 and the Schedule of Fees
- Class action suits: shareholder rights
Disclaimer: Based on the National Company Law Tribunal Rules, 2016 (G.S.R. 716(E)) as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E)), consulted on 3 October 2026. Later amendments, fees, forms, NCLT practice directions and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.