Rules 28 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.
The closing rules of the CAA Rules deal with offers involving the transfer of shares under section 238. Rule 28 requires the directors' circular to carry the information in Form CAA.15 and to be presented to the Registrar for registration, and rule 29 provides an appeal if the Registrar refuses. The rules then print the Schedule of Fees, Annexure A (the forms) and Annexure B. This article reads them as amended up to G.S.R. 603(E) dated 4 September 2025 per the MCA e-book; later amendments should be checked.
A circular containing an offer of a scheme or contract involving transfer of shares, with the directors' recommendation to the transferor's members, must carry the information set out in Form CAA.15 and be presented to the Registrar for registration (rule 28). An aggrieved party may appeal against the Registrar's refusal to register the circular in Form NCLT.9 with an affidavit in NCLT.6 (rule 29). The Schedule of Fees prints three items: Rs. 5,000 for the section 230(1) application, Rs. 1,000 for an application by dissenting shareholders and Rs. 2,000 for the section 238(2) appeal.
Rule 28: the circular and Form CAA.15
For section 238(1)(a), every circular containing the offer of a scheme or contract involving transfer of shares, or of any class of shares, and the directors' recommendation to the members of the transferor company to accept the offer, must be accompanied by the information set out in Form CAA.15. Under rule 28(2), the circular is presented to the Registrar for registration. The rule does not say what the Registrar checks or by when; those matters are in section 238 of the Act, covered in our note on section 238: offers involving transfer of shares.
Rule 29: appeal against refusal to register
Any aggrieved party may appeal against the order of the Registrar of Companies refusing to register a circular under section 238(2). The appeal is in Form NCLT.9, appended in the National Company Law Tribunal Rules, 2016, supported by an affidavit in Form NCLT.6, also appended there. Rule 29 prints no time limit; the Tribunal's own rules and the Act should be checked for the period and procedure.
If you are preparing a circular or considering an appeal, our compliance documentation team can help assemble the papers.
The Schedule of Fees
The Schedule of Fees prints these items as they now stand:
| Serial | Section of the Act | Rule | Nature of application or petition | Fee |
|---|---|---|---|---|
| 1 | Section 230(1) | 3 | Application for compromise, arrangement and amalgamation | Rs. 5,000/- |
| 2 | Section 235(2) | not shown | Application by dissenting shareholders | Rs. 1,000/- |
| 3 | Section 238(2) | 29 | Appeal against order of Registrar refusing to register any circular | Rs. 2,000/- |
Item 1 was re-stated by the amendment of 3 February 2020, effective from 7 February 2020, which made its rule reference "3". The schedule prints the fees only for these three matters. Fees for filings with the Registrar, such as the CAA.8 statement or the CAA.11 filing, are not in this schedule but in the Companies (Registration Offices and Fees) Rules, 2014; see our series note on filing fees under those rules. Check the current schedule before paying, because later amendments to fees may not be in this text.
Annexure A: the forms
Annexure A is cross-referenced to rule 2(1)(c), which defines "Form" as a form set out in Annexure A, including its electronic version. It carries Form CAA.1 and, from the 2022 amendment, Form CAA-16. The e-book also lists Forms CAA.2 to CAA.15 as separate entries, and each is explained in the rule that uses it.
| Form | Used for | Rule |
|---|---|---|
| CAA.1 | Creditors' responsibility statement | 4 |
| CAA.2 | Notice of meeting and advertisement | 6, 7 |
| CAA.3 | Notice to statutory authorities | 8 |
| CAA.4 | Chairperson's report on the result of the meeting | 13, 14 |
| CAA.5 | Petition for sanction of the scheme | 15 |
| CAA.6 | Order on the petition | 17 |
| CAA.7 | Order under section 232 | 20 |
| CAA.8 | Statement of compliance | 21 |
| CAA.9 | Notice inviting objections (fast-track) | 25(1) |
| CAA.10 | Declaration of solvency | 25(2) |
| CAA.11 | Scheme filed with the Central Government | 25(4) |
| CAA.12 | Confirmation order | 25(5), (6) |
| CAA.13 | Application to the Tribunal by the Central Government | 25(6)(b) |
| CAA.14 | Notice to dissenting shareholders | 26 |
| CAA.15 | Information in the circular for a share-transfer offer | 28 |
| CAA-16 | Declaration for land-border countries | 25A(4) |
Form CAA-10A, the auditor's certificate for certain unlisted companies, is referred to in rule 25(1A)(iii). The forms themselves are not reproduced here.
Annexure B
Annexure B lists the tests for the jurisdictions permitted for an outbound merger under rule 25A(2)(a). It is explained in the article on rule 25A: cross-border merger.
Example
Crestline Holdings Limited plans to buy the shares of Daksh Motors Limited through a scheme involving transfer of shares. The directors of Daksh Motors send a circular recommending the offer to its members, with the CAA.15 information, and present it to the Registrar. The Registrar refuses to register it. A member who is aggrieved files an appeal in NCLT.9 with an NCLT.6 affidavit and pays the Rs. 2,000 printed in the schedule.
Need help with CAA filings?
Each stage of a scheme has its own form, and the fee and form for a filing may not sit in the same rule set. Our team can help organise the documentation for the full set through compliance documentation.
Key takeaways
- Rule 28 requires the CAA.15 information with the circular and its presentation to the Registrar for registration.
- Rule 29 lets an aggrieved party appeal a refusal in Form NCLT.9 with an NCLT.6 affidavit.
- The Schedule of Fees prints Rs. 5,000, Rs. 1,000 and Rs. 2,000 for the three listed matters.
- Annexure A carries Form CAA.1 and, since 2022, Form CAA-16; CAA.2 to CAA.15 are entered separately.
- Fees for filings with the Registrar are under the Registration Offices and Fees Rules, 2014.
Read next
- Rules 26 and 27: dissenting shareholders and minority purchase
- Rules 1–4: the application for a meeting
- Section 238: offers involving transfer of shares
- Section 230: compromise or arrangement
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms 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.