law: Companies Act, 2013 
  245.
  
    Class
  
  action.
  1.      Such number of member
  
  or members, depositor or depositors or any class of them, as the case may be,
  
  as are indicated in sub-section (2 ) may, if they are of the opinion that
  
  the management or conduct of the affairs of the company are being conducted in
  
  a manner prejudicial to the interests of the company or its members or
  
  depositors, file an application before the Tribunal on behalf of the members or
  
  depositors for seeking all or any of the following orders, namely:Ś
  a.     
  
    to
  
  restrain the company from committing an act which is ultra vires the
  
  articles or memorandum of the company;
  b.    
  
    to
  
  restrain the company from committing breach of any provision of the companyĺs
  
  memorandum or articles;
  c.     
  
    to
  
  declare a resolution altering the memorandum or articles of the company as void
  
  if the resolution was passed by suppression of material facts or obtained by
  
  mis-statement to the members or depositors;
  d.    
  
    to
  
  restrain the company and its directors from acting on such resolution;
  e.     
  
    to
  
  restrain the company from doing an act which is contrary to the provisions of
  
  this Act or any other law for the time being in force;
  f.     
  
    to
  
  restrain the company from taking action contrary to any resolution passed by
  
  the members;
  g.    
  
    to
  
  claim damages or compensation or demand any other suitable action from or
  
  againstŚ
                       
  
   i.        
  
    the
  
  company or its directors for any fraudulent, unlawful or wrongful act or
  
  omission or conduct or any likely act or omission or conduct on its or their
  
  part;
                      
  
   ii.        
  
    the
  
  auditor including audit firm of the company for any improper or misleading
  
  statement of particulars made in his audit report or for any fraudulent,
  
  unlawful or wrongful act or conduct; or
                     
  
   iii.        
  
    any
  
  expert or advisor or consultant or any other person for any incorrect or
  
  misleading statement made to the company or for any fraudulent, unlawful or
  
  wrongful act or conduct or any likely act or conduct on his part;
  a.     
  
  
  b.     
  
  
  c.     
  
  
  d.     
  
  
  e.     
  
  
  f.     
  
  
  g.     
  
  
  h.     
  
    to
  
  seek any other remedy as the Tribunal may deem fit.
  1.     
  2.      Where the members or
  
  depositors seek any damages or compensation or demand any other suitable action
  
  from or against an audit firm, the liability shall be of the firm as well as
  
  of each partner who was involved in making any improper or misleading statement
  
  of particulars in the audit report or who acted in a fraudulent, unlawful or
  
  wrongful manner.
  3.     
               
  
   i.        
  
    The
  
  requisite number of members provided in sub-section (1 ) shall be as
  
  under:Ś
  a.     
  
    in
  
  the case of a company having a share capital, not less than one hundred members
  
  of the company or not less than such percentage of the total number of its
  
  members as may be prescribed, whichever is less, or any member or members
  
  holding not less than such percentage of the issued share capital of the
  
  company as may be prescribed, subject to the condition that the applicant or
  
  applicants has or have paid all calls and other sums due on his or their
  
  shares;
  b.    
  
    in
  
  the case of a company not having a share capital, not less than one-fifth of
  
  the total number of its members.
              
  
   ii.        
  
    The
  
  requisite number of depositors provided in sub-section (1 ) shall not be
  
  less than one hundred depositors or not less than such percentage of the total
  
  number of depositors as may be prescribed, whichever is less, or any depositor
  
  or depositors to whom the company owes such percentage of total deposits of the
  
  company as may be prescribed.
  1.     
  2.     
  3.     
  4.      In considering an
  
  application under sub-section (1 ), the Tribunal shall take into account,
  
  in particularŚ
  a.     
  
    whether
  
  the member or depositor is acting in good faith in making the application for
  
  seeking an order;
  b.    
  
    any
  
  evidence before it as to the involvement of any person other than directors or
  
  officers of the company on any of the matters provided in clauses (a ) to
  
  (f ) of subsection (1 );
  c.     
  
    whether
  
  the cause of action is one which the member or depositor could pursue in his
  
  own right rather than through an order under this section;
  d.    
  
    any
  
  evidence before it as to the views of the members or depositors of the company
  
  who have no personal interest, direct or indirect, in the matter being proceeded
  
  under this section;
  e.     
  
    where
  
  the cause of action is an act or omission that is yet to occur, whether the act
  
  or omission could be, and in the circumstances would be likely to beŚ
                       
  
   i.        
  
    authorised
  
  by the company before it occurs; or
                      
  
   ii.        
  
    ratified
  
  by the company after it occurs;
  a.     
  
  
  b.     
  
  
  c.     
  
  
  d.     
  
  
  e.     
  
  
  f.     
  
    where
  
  the cause of action is an act or omission that has already occurred, whether
  
  the act or omission could be, and in the circumstances would be likely to be,
  
  ratified by the company.
  5.      If an application
  
  filed under sub-section (1 ) is admitted, then the Tribunal shall have
  
  regard to the following, namely:Ś
  a.     
  
    public
  
  notice shall be served on admission of the application to all the members or
  
  depositors of the class in such manner as may be prescribed;
  b.    
  
    all
  
  similar applications prevalent in any jurisdiction should be consolidated into
  
  a single application and the class members or depositors should be allowed to
  
  choose the lead applicant and in the event the members or depositors of the
  
  class are unable to come to a consensus, the Tribunal shall have the power to
  
  appoint a lead applicant, who shall be in charge of the proceedings from the
  
  applicantĺs side;
  c.     
  
    two
  
  class action applications for the same cause of action shall not be allowed;
  d.    
  
    the
  
  cost or expenses connected with the application for class action shall be
  
  defrayed by the company or any other person responsible for any oppressive act.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.      Any order passed by
  
  the Tribunal shall be binding on the company and all its members, depositors
  
  and auditor including audit firm or expert or consultant or advisor or any
  
  other person associated with the company.
  7.      Any company which
  
  fails to comply with an order passed by the Tribunal under this section shall
  
  be punishable with fine which shall not be less than five lakh rupees but which
  
  may extend to twenty-five lakh rupees and every officer of the company who is
  
  in default shall be punishable with imprisonment for a term which may extend to
  
  three years and with fine which shall not be less than twenty-five thousand
  
  rupees but which may extend to one lakh rupees.
  8.      Where any application
  
  filed before the Tribunal is found to be frivolous or vexatious, it shall, for
  
  reasons to be recorded in writing, reject the application and make an order
  
  that the applicant shall pay to the opposite party such cost, not exceeding one
  
  lakh rupees, as may be specified in the order.
  9.      Nothing contained in
  
  this section shall apply to a banking company.
  10.   Subject to the
  
  compliance of this section, an application may be filed or any other action may
  
  be taken under this section by any person, group of persons or any association
  
  of persons representing the persons affected by any act or omission, specified
  
  in sub-section (1 ).