Notice and Advertisement 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.
When the National Company Law Tribunal orders a meeting of creditors or members to consider a compromise or arrangement, the company must give notice of the meeting. Form CAA.2 is the notice and the advertisement of that notice. This article gives a specimen, explains the classes of creditors and members the notice can name, and sets out what section 230(3) and (4) require.
The notice states that the Tribunal, by an order of a stated date, has directed a meeting of a stated class (or separate meetings of several classes) to consider the compromise or arrangement. It gives the place, date and time, says where copies of the scheme and the statement under section 230 may be had, explains proxies, names the chairperson appointed by the Tribunal and states that the scheme, if approved, is subject to the Tribunal's later approval. Section 230(3) requires the notice to go to all creditors, classes, members and debenture-holders individually at their registered address with a statement disclosing the details of the scheme, and section 230(4) says they may vote in person, by proxy or by postal ballot within one month from receipt. The format follows the form as printed in the rules consulted; check the current form before use.
When you need this notice
You need it after the Tribunal has passed an order under section 230(1) calling a meeting. Notice goes to each person entitled to attend, and where the order directs, the same notice is advertised. Our section 230 guide and the scheme approval process guide explain what comes before and after. For preparing the notice and the supporting papers, see our compliance documentation service.
Specimen notice and advertisement
FORM NO. CAA.2
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH
COMPANY APPLICATION / PETITION NO. OF
...APPLICANT
NOTICE AND ADVERTISEMENT OF NOTICE OF THE MEETING OF
Notice is hereby given that by an order dated , the Bench of the National Company Law Tribunal has directed that a meeting be held of the of (the Company) for the purpose of considering and, if thought fit, approving, with or without modification, the compromise or arrangement proposed between the Company and its .
In pursuance of that order, further notice is given that a meeting of the of the Company will be held at on , , at , at which time and place the are requested to attend.
Copies of the compromise or arrangement and of the statement under section 230 of the Companies Act, 2013 may be obtained without charge at the registered office of the Company at or at the office of its authorised representative, , at , on all working days between and up to . from the date of this advertisement.]
Persons entitled to attend and vote at the meeting may do so in person, by proxy or by postal ballot . Proxies in the prescribed form must be deposited at the registered office of the Company at not later than before the meeting. Forms of proxy are available at the registered office. The vote by postal ballot must reach within one month from the date of receipt of this notice .
The Tribunal has appointed and, failing him / her, as the chairperson of the meeting and has directed that the chairperson report the result to the Tribunal.
The compromise or arrangement, if approved at the meeting, will be subject to the subsequent approval of the Tribunal.
Dated this of ,
Chairperson appointed for the meeting
Clause-by-clause explanation
| Part | What it does | Drafting tip |
|---|---|---|
| Heading and case number | Ties the notice to the proceeding | Use the Tribunal's heading as the rules direct |
| Recital of the order | States the date, the Bench and the class to meet | Quote the order date and class exactly |
| Meeting particulars | Gives place, date and time | List separate meetings separately |
| Availability of documents | Says where the scheme and the statement can be had | Say "without charge"; state the office hours |
| Voting and proxies | Explains how to vote | State the proxy deposit period the order and Rules require |
| Chairperson | Names the Tribunal's appointee | Name the alternate as well |
| Subject to Tribunal approval | Warns that approval at the meeting is not final | Keep this line in every notice |
The law behind it
Section 230(1) lets the Tribunal order a meeting of creditors or class, or members or class, to be called, held and conducted as it directs. Section 230(3) requires a notice of the meeting to be sent individually, at the address registered with the company, to all creditors or class of creditors, all members or class of members and the debenture-holders, accompanied by a statement disclosing the details of the compromise or arrangement, a copy of the valuation report, if any, and explaining its effect on creditors, key managerial personnel, promoters and non-promoter members and debenture-holders, and the effect on any material interests of directors or debenture trustees, and other matters as may be prescribed. The notice and documents must also be placed on the company's website, if any; for a listed company they must be sent to the Securities and Exchange Board and the stock exchange for placing on their websites, and be published in newspapers in the prescribed manner. Where the notice is also advertised, it must indicate the time within which copies of the scheme will be made available to the concerned persons without charge from the registered office.
Section 230(4) says the notice must provide that those who receive it may vote in the meeting either themselves, through proxies or by postal ballot to the adoption of the scheme within one month from the date of receipt of the notice. Any objection to the scheme may be made only by persons holding not less than ten per cent of the shareholding or having outstanding debt amounting to not less than five per cent of the total outstanding debt as per the latest audited financial statement. Section 230(5) adds a notice to the Central Government and the regulators; see our Form CAA.3 article. Section 230(6) requires approval by a majority representing three-fourths in value of the creditors, class, members or class voting in person, by proxy or by postal ballot, followed by the Tribunal's sanction. The Tribunal may dispense with a creditors' meeting under section 230(9) where creditors having at least ninety per cent in value agree and confirm by affidavit.
The Rules prescribe the form, the proxy period and the manner of advertisement; they are not reproduced here. Check the current text of the rules and the Tribunal's order for the proxy deposit period and newspapers.
Who signs, how it is served, and the cost of the notice
The chairperson appointed by the Tribunal signs the notice, unless the order says otherwise. The company sends it individually to each person entitled and advertises it as directed. No stamp duty applies to the notice; the cost of advertisement is the company's. See our stamp duty overview for other documents.
Common mistakes
- Describing the class of creditors or members differently from the Tribunal's order.
- Omitting the statement disclosing details of the scheme from the individual notice.
- Not sending the notice to debenture-holders.
- Failing to place the notice and documents on the company's website, or to send them to the exchange and Securities and Exchange Board for a listed company.
- Stating a proxy period that does not follow the order and rules.
- Leaving out the chairperson or the alternate.
- Omitting the line that approval at the meeting is subject to the Tribunal's approval.
- Advertising without saying within what time copies will be made available without charge.
Need help with a scheme meeting?
A Tribunal-convened meeting has a tight sequence: notice, advertisement, proxies, voting, chairperson's report and petition. Our team prepares and checks each step; see compliance documentation. For the next filing, read our Form CAA.5 petition format.
Key takeaways
- Form CAA.2 is the notice and advertisement of a Tribunal-ordered meeting.
- Section 230(3) requires individual notice with a statement of details.
- Voting may be in person, by proxy or by postal ballot within one month of receipt.
- The Tribunal appoints the chairperson.
- Approval at the meeting remains subject to the Tribunal's sanction.
Read next
- Section 230: compromise and arrangement
- Scheme of arrangement: NCLT approval process
- Creditor's responsibility statement (Form CAA.1)
- Notice to the Central Government and regulators (Form CAA.3)
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.