Rules 5 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 the Tribunal has heard the first application under section 230(1), rules 5 to 8 take over. Rule 5 lists what the Tribunal directs, rule 6 sets out the CAA-2 notice of meeting and what must accompany it, rule 7 requires an advertisement, and rule 8 requires notice to the Central Government, the Registrar and other authorities in Form CAA-3. 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.
Under rule 5 the Tribunal fixes classes, time and place, the chairperson and scrutiniser, quorum, voting method and notice. Under rule 6 the notice goes in Form CAA.2 to each creditor or member at least one month before the meeting, with the scheme and a long list of disclosures. Rule 7 requires a newspaper advertisement, and a website placement not less than thirty days before the meeting. Rule 8 requires notice to authorities in Form CAA.3, and they have thirty days to make a representation or be presumed to have none.
Rule 5: what the Tribunal directs
After hearing the application, the Tribunal, unless it dismisses it, gives such directions as it thinks necessary on these matters:
| Clause | Direction |
|---|---|
| (a) | The class or classes of creditors or members whose meetings are to be held, or dispensing with meetings of any class of creditors under section 230(9) |
| (b) | Time and place of the meeting or meetings |
| (c) | A chairperson and a scrutiniser, and the terms of appointment including remuneration |
| (d) | Quorum and procedure, including voting in person, by proxy, by postal ballot or by electronic means |
| (e) | Values of the creditors or members, or of any class, whose meetings are to be held |
| (f) | Notice of the meeting and its advertisement |
| (g) | Notice to sectoral regulators or authorities under section 230(5) |
| (h) | The time within which the chairperson must report the result to the Tribunal |
| (i) | Any other matter the Tribunal considers necessary |
The Explanation to clause (d) says voting through electronic means follows, with the necessary changes, the procedure in rule 20 of the Companies (Management and Administration) Rules, 2014. The Board and members' resolutions that sit behind a scheme can be prepared through our board resolution and legal documents service. Our series note on e-voting under rule 20 covers that procedure.
Rule 6: the notice of meeting in CAA.2
Rule 6(1) says that where a meeting of a class or classes of creditors or members has been directed, the notice under section 230(3) is in Form CAA.2 and goes individually to each creditor or member. Rule 6(2) says the chairperson sends it, or the company or its liquidator, or any person the Tribunal directs. The modes listed are registered post, speed post, courier, e-mail, hand delivery or any other mode the Tribunal directs, to the last known address, at least one month before the date fixed for the meeting. The Explanation to rule 6(2) says service by post is deemed effected on the expiry of forty eight hours after posting.
What goes with the notice
Rule 6(3) says the notice is accompanied by a copy of the scheme, if the details are not already in it, and:
- details of the Tribunal's order, its date, and the date, time and venue of the meeting;
- details of the company: CIN or GLN, PAN, name, date of incorporation, type, registered office and e-mail address, summary of the main object and main business, changes of name, registered office and objects in the last five years, stock exchanges where listed, capital structure, and promoters and directors with addresses;
- where more than one company is involved, any relationship between them, including holding, subsidiary or associate;
- the date of the Board meeting that approved the scheme and how each director voted or did not vote;
- an explanatory statement: the parties, appointed date, effective date and share exchange ratio for a merger, a summary of the valuation report and a declaration that it is available for inspection at the registered office, details of capital or debt restructuring, the rationale and perceived benefits, and the amount due to unsecured creditors;
- the effect of the scheme on key managerial personnel, directors, promoters, non-promoter members, depositors, creditors, debenture holders, deposit and debenture trustees and employees, and the effect on material interests of directors, KMP and the debenture trustee;
- investigations or proceedings pending against the company under the Act;
- where documents are available for extract, copying or inspection: the latest audited financial statements including consolidated statements, the Tribunal's order, the scheme, material contracts, the auditor's certificate that any accounting treatment in the scheme conforms to the accounting standards under section 133, and other documents the Board considers relevant;
- approvals, sanctions or no-objections required, received or pending from regulators or government authorities; and
- a statement that persons receiving the notice may vote in person, by proxy or, where applicable, by electronic means.
The Explanation says that "interest" extends beyond an interest in the shares and is judged against the proposed scheme, and that the valuation report is made by a registered valuer, and until persons are registered, by an independent merchant banker registered with SEBI or an independent chartered accountant in practice with a minimum of ten years' experience. Disclosures are made for all the companies that are part of the scheme.
Rule 7: advertisement
The notice under section 230(3) is advertised in Form CAA.2 in at least one English newspaper and at least one vernacular newspaper with wide circulation in the state of the registered office, or such newspapers as the Tribunal directs. It is also placed, not less than thirty days before the meeting, on the website of the company, of SEBI and of the recognised stock exchange where the securities are listed. Where separate class meetings are held, a joint advertisement may be given. Our format note on the notice and advertisement of a Tribunal-convened meeting in CAA-2 shows a working layout.
Rule 8: notice to authorities in CAA.3
Under rule 8(1), the section 230(5) notice is in Form CAA.3, accompanied by the scheme, the explanatory statement and the rule 6 disclosures, and goes to:
- the Central Government, the Registrar of Companies and the Income-tax authorities, in all cases;
- the Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India and the stock exchanges, as applicable; and
- other sectoral regulators or authorities, as the Tribunal requires.
Rule 8(2) says the notice goes forthwith after it has been sent to the members or creditors, by registered post, speed post, courier or hand delivery to the office of the authority. Under rule 8(3), any representation must reach the Tribunal within thirty days of receipt of the notice, with a copy simultaneously to the companies. If the Tribunal receives none within thirty days, it is presumed that the authority has no representation to make. The linked note on notice to the Central Government and regulators in CAA-3 gives the drafting layout.
Process in order
| Step | Rule | Period or detail as printed |
|---|---|---|
| Tribunal's directions | 5 | At the hearing of the section 230(1) application |
| Notice in CAA.2 to each creditor or member | 6(1), (2) | At least one month before the meeting |
| Advertisement | 7 | English and vernacular newspapers; website placement not less than thirty days before |
| Notice to authorities in CAA.3 | 8(1), (2) | Forthwith after notice to members or creditors |
| Representation by authorities | 8(3) | Within thirty days of receipt of notice |
Example
Orchid Components Limited has been directed to hold a meeting of its unsecured creditors on a Saturday. The chairperson posts the CAA.2 notice with the scheme to every creditor more than one month ahead, publishes it in an English and a vernacular newspaper, and uploads it to the company, SEBI and stock exchange websites at least thirty days before. After the notice goes out, the CAA.3 notice with the same papers goes to the Central Government, the Registrar and the Income-tax authorities; the Tribunal treats silence after thirty days as no representation.
Need help with the meeting papers?
The notice pack under rule 6 draws on the Board, valuation and audit papers together, and a missing item can hold up the meeting. Our team can help assemble it and the supporting resolutions through our board resolution and legal documents service.
Key takeaways
- The Tribunal's rule 5 directions decide classes, chairperson, scrutiniser, quorum, voting method, notice and the report period.
- The CAA.2 notice goes to each creditor or member at least one month before the meeting; post is deemed served after forty eight hours.
- Newspaper advertisement is in English and in a vernacular paper; the website placement is not less than thirty days before the meeting.
- CAA.3 notices go to the Central Government, the Registrar and the Income-tax authorities in all cases.
- Authorities have thirty days to make a representation; silence is presumed to mean none.
Read next
- Rules 1–4: the application for a meeting and the creditors' statement
- Rules 9–14: voting, proxies and the chairperson's report
- Section 230: compromise or arrangement
- Notice and advertisement of an NCLT-convened meeting: CAA-2 format
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.