A segment of depositors of Roshni Ltd. having net worth of ₹200 crore were concerned about the company's performance suspecting obvious negligence and mismanagement of the affairs of the company that may be detrimental t

CS Executive · Company Law and Practice · PYQS · June 2025
A segment of depositors of Roshni Ltd. having net worth of ₹200 crore were concerned about the company's performance suspecting obvious negligence and mismanagement of the affairs of the company that may be detrimental to the interests of the company. Therefore, they wish to apply before the Tribunal seeking an appropriate order to restrain the company from committing an act which is ultra vires the articles or memorandum of the company. In this scenario the aggrieved depositors have approached you, company secretary in practice and proficient in handling Tribunal cases the following queries: (a) What is the requisite number of depositors needed for making an application to Tribunal? (b) What will be the consequence, apart from rejecting the application, if the Tribunal finds the application to be vexatious? Advise in terms of provisions of Companies Act, 2013.

Answer & Explanation:

(a) Under Section 245(3)(b)(ii) of the Companies Act, 2013: In case of application by depositors: Not less than one hundred depositors of the company, or Not less than such percentage of the total number of depositors as may be prescribed, whichever is less shall have right to apply. Any depositor or depositors to whom the company owes such percentage of total deposits of the company as may be prescribed shall also have right to apply. As per sub-rule (4) of rule 84 of the National Company Law Tribunal Rules, 2016, the requisite prescribed number of depositor or depositors to file an application under subsection (1) of section 245 shall be - (i) (a) at least five per cent. of the total number of depositors of the company; or (b) one hundred depositors of the company, whichever is less; or; (ii) depositor or depositors to whom the company owes five per cent. of total deposits of the company. (b) As per section 245(8) of the Companies Act, 2013, 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 ₹1 lakh rupees, as may be specified in the order.

Topics: Prevention of Oppression and Mismanagement

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