Notice Inviting Objections 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.
A fast track merger under section 233 of the Companies Act, 2013 skips the Tribunal's meeting process and works through the Central Government instead. Its first step is a notice of the proposed scheme inviting objections or suggestions, in Form CAA.9. This article gives a specimen notice, explains who receives it under the amended rule 25, and sets out the forms that follow.
The transferor company or companies and the transferee company issue the notice, enclosing the scheme, and invite objections or suggestions within thirty days from the Registrar and Official Liquidator where the registered offices are situated, and from any person affected by the scheme. Under rule 25(1) as amended, a company regulated by a sectoral regulator (the Reserve Bank of India, the Securities and Exchange Board, the Insurance Regulatory and Development Authority of India or the Pension Fund Regulatory and Development Authority) must issue the notice to that regulator, and for a listed company to the stock exchanges, for objections or suggestions within the thirty days in section 233(1)(a). The format follows the form as printed in the rules consulted, read with the rule as amended up to 4 September 2025; check the current form on the MCA portal before use.
When you need this notice
You need it when two or more companies of a class eligible under section 233 propose a merger or amalgamation without going through section 232. Section 233(1) permits a scheme between two or more small companies, or between a holding company and its wholly-owned subsidiary, or such other classes as are prescribed. Rule 25(1A), as amended, lists the prescribed classes: two or more start-up companies; one or more start-up companies with one or more small companies; unlisted companies (other than section 8 companies) meeting the loan, debenture and deposit conditions in the rule with an auditor's certificate; a holding company and a subsidiary, with limits where the transferors are listed; subsidiaries of the same holding company where the transferors are not listed; and a foreign holding company merging into its wholly-owned Indian subsidiary under rule 25A(5). Our section 233 guide and the fast track merger article explain eligibility. For help with the notices and filings, see compliance documentation.
Specimen notice
FORM NO. CAA.9 NOTICE OF THE SCHEME INVITING OBJECTIONS OR SUGGESTIONS Notice is hereby given by that a scheme of merger or amalgamation is proposed to be entered into between (the transferor company) and (the transferee company), and in pursuance of section 233(1)(a) of the Companies Act, 2013, objections or suggestions are invited in respect of the scheme. A copy of the scheme of merger or amalgamation is enclosed. Objections or suggestions are invited from: (i) the Registrar of Companies, , being the Registrar for the area where the registered office of is situated ; (ii) the Official Liquidator, , being the Official Liquidator for the area where the registered office of the transferor company is situated ; (iii) any person whose interest is likely to be affected by the proposed scheme; (iv) , and, where a company is listed, the stock exchange(s) ]. Any person mentioned above who wishes to give objections or suggestions on the scheme should send them within thirty days from the date of this notice to , at , and to , the authorised representative of the transferor company, at . Date: Place: Enclosure: Copy of the scheme of merger or amalgamation
Clause-by-clause explanation
| Part | What it does | Drafting tip |
|---|---|---|
| Opening paragraph | Names the issuing company and the proposed scheme | Name every transferor and the transferee |
| Enclosure of the scheme | Lets addressees see what they comment on | Send the final draft |
| Addressees (i) and (ii) | The Registrar and Official Liquidator of each registered-office area | Identify each by place |
| Addressee (iii) | Any person affected | Publish or send as the rules require |
| Addressee (iv) | Regulator and exchanges under the amended rule 25(1) proviso | Include where a company is regulated or listed |
| Thirty days | Fixes the objection period from section 233(1)(a) | Count from the date of the notice |
| Where to send objections | Gives the address | Name the authorised representative |
The law behind it
Section 233(1) permits a scheme of merger or amalgamation, notwithstanding sections 230 and 232, between two or more small companies, a holding company and its wholly-owned subsidiary, or other prescribed classes, subject to four conditions: (a) a notice of the proposed scheme inviting objections or suggestions from the Registrar and Official Liquidators where the registered offices are situated, or persons affected, within thirty days, issued by the transferor and the transferee; (b) the objections and suggestions are considered by the companies in their general meetings and the scheme is approved by members holding at least ninety per cent of the total number of shares; (c) each company files a declaration of solvency in the prescribed form with the Registrar; and (d) the scheme is approved by a majority representing nine-tenths in value of the creditors or class, at a meeting convened on twenty-one days' notice or otherwise approved in writing. Section 233(2) requires the transferee company to file the approved scheme with the Central Government, the Registrar and the Official Liquidator. Sections 233(3) to (7) deal with confirmation by the Central Government, objections within thirty days, the Central Government's application to the Tribunal within sixty days where it finds the scheme not in the public interest or the interest of creditors, and registration of the scheme. See our section 233 guide.
Rule 25 as amended (to 4 September 2025) supplies the forms and periods. The steps and forms after the notice are these:
| Step | Form and timing as the rule prints it |
|---|---|
| Notice of the scheme inviting objections or suggestions | Form CAA.9, rule 25(1) |
| Declaration of solvency by each company | Form CAA.10, filed as an attachment to Form GNL-1 before the meetings of members and creditors, with the fee under the registration offices and fees rules (rule 25(2)) |
| Notice of the meetings | Accompanied by the section 230(3) statement as applicable, the declaration of solvency and a copy of the scheme (rule 25(3)) |
| Auditor's certificate (for the unlisted-company class in rule 25(1A)(iii)) | Form CAA-10A, filed with the approved scheme |
| Filing of the approved scheme by the transferee company | Form CAA.11 (attached to Form RD-1), within fifteen days after the conclusion of the meetings, with the report of results and the registered valuer's report; copy to the Registrar (Form GNL-1) and the Official Liquidator (rule 25(4)) |
| Confirmation by the Central Government | Form CAA.12, within the periods in rule 25(5) and (6); deemed no objection if no order within sixty days of receipt |
| Application to the Tribunal by the Central Government | Form CAA.13, within sixty days of receipt, where the scheme is not in the public interest or the interest of creditors (rule 25(6)(b)) |
| Filing of the confirmation order | Form INC-28 with the Registrar, within thirty days of receipt of the order (rule 25(7)) |
Rule 25(8) says companies may, at their discretion, instead use sections 230 to 232, including where the nine-tenths creditor condition is not met. No fee amount is stated here; the fees are as the registration offices and fees rules provide. The rule is amended from time to time; check the current text before acting.
Who signs and how it is given
The notice is signed by the authorised representative of the transferor (and transferee) company and sent to the Registrar, the Official Liquidator and, where applicable, the regulator and the exchanges; persons affected are notified in the manner the rules provide. No stamp duty applies to the notice; the merger documents have their own duty under State law, for which see our stamp duty overview.
Common mistakes
- Using this route for a company outside the classes in section 233 and rule 25(1A).
- Leaving out the Official Liquidator or the Registrar of one company.
- Not issuing the notice to the sectoral regulator or the stock exchanges where the company is regulated or listed.
- Allowing less than thirty days for objections.
- Not enclosing the scheme.
- Filing the declaration of solvency after convening the meetings instead of before.
- Missing the fifteen days for filing Form CAA.11 after the meetings.
- Not filing the confirmation order in Form INC-28 within thirty days.
Need help with a fast track merger?
A section 233 merger involves a notice, declarations, meetings, filings and a confirmation order, each with its own form and period. Our team prepares and checks the whole sequence; see compliance documentation. For the post-merger reporting for Tribunal schemes, read our Form CAA.8 statement article.
Key takeaways
- Form CAA.9 starts a fast track merger and invites objections for thirty days.
- Regulated and listed companies must also notify the regulator and exchanges.
- The next steps are Forms CAA.10, CAA.11, CAA.12 and INC-28, with CAA.13 if the Central Government objects.
- Eligibility is limited to the classes in section 233 and rule 25(1A).
- Always check the current rule and forms.
Read next
- Section 233: fast track merger
- Fast track merger under section 233: small companies and subsidiaries
- Section 232: merger and amalgamation
- Statement to the Registrar after a scheme (Form CAA.8)
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.