Rules 86 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.
Once a class action under section 245 is admitted, rule 87 requires the Tribunal to issue a public notice in Form NCLT-13 to all class members, and rule 86 lets a member opt out with the Tribunal's permission. A class member who receives the notice is deemed to be in the class unless the member expressly opts out.
A class member may opt out at any time after the institution of the class action, with the Tribunal's permission, "as per Form No. NCLT-1" (rule 86(1)). A member who receives the notice is deemed a member of the class unless he expressly opts out as the notice requires (rule 86(2)), and opting out does not bar an individual claim under any other law, subject to the Tribunal's conditions (rule 86(3)). On admission, the Tribunal issues a public notice in Form NCLT-13 within seven days in a vernacular and an English newspaper, and the company puts it on its website (rule 87(1)); the date of the newspaper issue is the date of service (rule 87(2)). Costs of publication are borne by the applicant, and recoverable from the company or others responsible for the oppressive act if the order goes the applicant's way (rule 87(4)). Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); these rules were not amended. Later amendments should be checked.
Rule 86: rule of opt-out
Rule 86(1): opt-out with permission
A member of a class action under section 245 is entitled to opt out of the proceedings at any time after the institution of the class action, with the permission of the Tribunal, as per Form NCLT-1. Note that the Rules call for Form NCLT-1 as the opt-out form here and in rule 87(3)(h); Form NCLT-1's own rule list includes rules 86 and 87, but the form is headed "Columns required for filing of Original Application / Reply / Rejoinder / Interlocutory Application", and the Rules do not say how those columns fit an opt-out. See Annexure A for all forms.
Rule 86(2): deemed membership
A class member who receives a notice under section 245(5)(a) is deemed to be a member of the class unless he expressly opts out of the proceedings, as per the requirements of the notice issued by the Tribunal in accordance with rule 38. Silence is therefore consent to be bound; for the service of notices generally, see the article on rules 38 and 38A.
Rule 86(3): individual claims preserved
A class member who opts out shall not be precluded from pursuing a claim against the company on an individual basis under any other law, where a remedy may be available, subject to any conditions imposed by the Tribunal.
Rule 87: publication of notice
Rule 87(1): the notice and its publication
On admission of an application under section 245(1), a public notice is issued by the Tribunal as per Form NCLT-13 to all members of the class by:
- (a) publishing it within seven days of admission at least once in a vernacular newspaper in the principal vernacular language of the State of the registered office and at least once in English in an English newspaper circulating in that State; and
- (b) requiring the company to place it on its website, if any.
By proviso, the notice is also placed on the websites of the Tribunal, the Ministry of Corporate Affairs, the concerned Registrar of Companies and, for a listed company, the concerned stock exchange, until the application is disposed of.
Rule 87(2): date of service
The date of issue of the newspaper in which the notice appears is the date of serving the public notice on all class members.
Rule 87(3): contents
The public notice contains, among other things:
- (a) the name of the lead applicant;
- (b) brief particulars of the grounds;
- (c) the relief sought;
- (d) a statement that the application is made by the requisite number of members or depositors;
- (e) a statement that the application has been admitted after considering section 245(4) and these rules;
- (f) the date and time of hearing;
- (g) the time within which any representation may be filed; and
- (h) the details of admission and the date by which the form of opt-out has to be completed and sent as per Form NCLT-1, accompanied by Annexure B documents, with other particulars the Tribunal thinks fit.
Rule 87(4): costs of publication
The cost or expenses of publication are borne by the applicant and are defrayed by the company or any other person responsible for any oppressive act in case an order is passed in favour of the applicant. For the thresholds that precede admission, see the article on rules 84 and 85. If you are the lead applicant in a class action, our legal dispute resolution team can help you prepare for the notice stage.
Form NCLT-13: headings as printed
Form NCLT-13 (see rule 87) is titled Public Notice of petition under Section 245. It states that a class action petition under section 245 dated a stated day was presented by a named person before a Bench, names the lead applicant and the respondents, says the petition satisfies the admission conditions stipulated in section 245 and has been admitted, and gives the hearing date. It states the grounds and the relief sought, defines the members of the class, and says that a person who belongs to the class will be bound by the outcome unless he decides to opt out by submitting the relevant form to a stated address, subject to the Tribunal's permission. It is signed by the Registrar of the Bench with date and place.
Notice and opt-out at a glance
| Step | Rule | Period or detail |
|---|---|---|
| Public notice issued | 87(1) | Within seven days of admission, vernacular and English newspapers of the State |
| Website | 87(1)(b) and proviso | Company; also Tribunal, MCA, ROC and stock exchange (listed) until disposal |
| Date of service | 87(2) | Date of issue of the newspaper |
| Opt-out | 86(1) | Any time after institution, with permission, as per Form NCLT-1 |
| Deemed member | 86(2) | Unless the member expressly opts out |
| Costs of publication | 87(4) | Applicant bears; recoverable if order in applicant's favour |
An example
A class action by depositors of Coastal Housing Finance Limited is admitted on 3 March. Within seven days the notice in Form NCLT-13 is published in a vernacular and an English newspaper of the State; the date of the newspaper issue is treated as service on all class members. A depositor who does not want to be bound completes the opt-out form by the date in the notice and applies for the Tribunal's permission. If she opts out, she can still pursue an individual claim under another law, subject to any conditions.
What a practitioner checks
- The date of admission and the seven-day publication deadline.
- That the notice is in both a vernacular and an English newspaper of the right State, and on the websites listed.
- That the notice contains items (a) to (h), including the opt-out date.
- That members who want to opt out apply with permission, and that the applicant plans for publication costs.
Need help with the notice stage of a class action?
The seven-day publication window starts at admission, and the notice has to carry all the items. For help, speak to our legal dispute resolution team.
Key takeaways
- A class member may opt out any time after institution, with the Tribunal's permission (rule 86(1)).
- Members who receive the notice are deemed in the class unless they expressly opt out (rule 86(2)).
- Opting out does not bar an individual claim under another law (rule 86(3)).
- The public notice in Form NCLT-13 is published within seven days of admission and the newspaper date is the service date (rule 87(1)-(2)).
- The applicant bears the publication costs, recoverable if the order favours the applicant (rule 87(4)).
Read next
- Rules 84 and 85: thresholds and admissibility
- Rule 35: advertising a petition
- Class action suits: shareholder rights
- Section 245: class action
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.