Rules 68A 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.
Rule 68A lets shareholders of a class apply to the Tribunal to cancel a variation of their class rights under section 48(2). Rule 69 lets a company that cannot redeem its preference shares petition under section 55(3) for approval to issue further redeemable preference shares equal to the amount due.
Rule 68A was inserted by G.S.R. 1159(E) of 20 December 2016. An application to cancel a variation of class rights is in Form NCLT-1, made on behalf of the class by a letter of authority with a schedule of shareholders, advertised at least fourteen days before filing under rule 35; the Tribunal cancels the variation if it would unfairly prejudice the class, and otherwise confirms it for recorded reasons. Under rule 69, a petition under section 55(3) in Form NCLT-1 may lead the Tribunal to approve further redeemable preference shares equal to the amount due including dividend, with forthwith redemption for holders who did not consent; sub-rule (3) of rule 69 was omitted by the same amendment. Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020). Later amendments should be checked.
Rule 68A: application to cancel variation of rights under section 48(2)
Rule 68A(1): letter of authority and schedule
Where an application to cancel a variation of the rights attached to shares of a class is made on behalf of the shareholders of that class entitled to apply under section 48(2), the application is made by a letter of authority signed by the shareholders so entitled, authorising the applicant or applicants to present it. The letter is annexed, and the Schedule to the application sets out the names and addresses of all the shareholders, the number of shares held by each, the aggregate number held and the percentage of the issued shares of that class. Who is entitled to apply is in the Act; see our guide to section 48. If you represent a class of shareholders, our legal dispute resolution team can help assemble the letter and schedule.
Rule 68A(2): the application
It is in Form NCLT-1, with the documents required for the case, and sets out:
- (a) the particulars of registration;
- (b) the capital structure, the classes of shares and the rights attached to each;
- (c) the provisions of the memorandum or articles authorising the variation;
- (d) the total number of shares of the class whose rights were varied;
- (e) the nature of the variation and, so far as ascertained, the number of shareholders and shares that consented or voted in favour;
- (f) the number of shareholders and shares that did not consent or voted against;
- (g) the date on which consent was given or the resolution passed; and
- (h) the reasons for opposing the variation.
Rules 68A(3) and (4): advertisement and objections
The applicant advertises the application at least fourteen days before the date of filing in accordance with rule 35; see the article on rule 35. An objection from a person whose interest is likely to be affected is served on the Registrar of Companies and the Regional Director on or before the hearing.
Rule 68A(5): the order
After hearing the applicant and anyone else interested, the Tribunal, if satisfied that the variation would unfairly prejudice the shareholders of the class represented by the applicant, cancels the variation; if not satisfied, it confirms the variation for reasons to be recorded. By proviso, it may make orders as to costs at its discretion.
Rule 69: petition under section 55(3)
Rule 69(1): the petition
A petition under section 55(3) is in Form NCLT-1 with the Annexure B documents and sets out:
- (a) particulars of registration;
- (b) the capital structure and the classes of shares;
- (c) the provisions of the memorandum or articles authorising the issue of preference shares;
- (d) the total number of preference shares issued;
- (e) details of those not redeemed or on which dividend cannot be paid;
- (f) the terms and conditions of issue of the existing preference shares;
- (g) the number of unredeemed preference shares, the number of holders who consented and the value and percentage of consenting holders; and
- (h) the date or dates of consent or resolution.
Rule 69(2): the Tribunal's approval
After hearing the petitioner and any interested person, the Tribunal, if satisfied having regard to all the circumstances, may approve the issue of further redeemable preference shares equal to the amount due, including the dividend, on the unredeemable preference shares. Two provisos: it shall order redemption forthwith of preference shares held by those who have not consented; and it may make orders as to costs. Section 55 is explained in our guide to section 55; for the related share capital rules, see Rules 10 to 14 of the Share Capital and Debentures Rules, 2014.
Rule 69(3): omitted
Sub-rule (3) of rule 69 was omitted by G.S.R. 1159(E) of 20 December 2016. As amended, rule 69 therefore ends with sub-rule (2) and its provisos.
Annexure B, serial number 4 (section 55(3))
- Copy of the memorandum and articles of association.
- Documents showing the terms of issue of the existing preference shares.
- Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares.
- Copy of the latest audited balance sheet with the profit and loss account, auditor's report and director's report.
- Affidavit verifying the petition.
- Bank draft evidencing payment of application fee.
- Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
The fee is stated in the Schedule; see the article on rule 112 and the Schedule of Fees.
The two applications compared
| Point | Rule 68A (section 48(2)) | Rule 69 (section 55(3)) |
|---|---|---|
| Form | NCLT-1 | NCLT-1 |
| Who applies | Class shareholders, through a letter of authority | The company |
| Advertisement | At least fourteen days before filing, under rule 35 | Not stated in rule 69 |
| Objections | Copy to the Registrar and Regional Director | Not stated in rule 69 |
| Outcome | Cancel the variation, or confirm it with reasons | Approve further redeemable preference shares; non-consenting holders redeemed forthwith |
| Costs | Proviso allows costs | Second proviso allows costs |
An example
The Class B shareholders of Horizon Pharma Limited, who together hold a stated percentage of the issued Class B shares, authorise two of them by a signed letter to apply under rule 68A to cancel a variation of their rights. They advertise at least fourteen days before filing and serve the Registrar and the Regional Director with an objection received. The Tribunal confirms or cancels the variation after hearing. Separately, Horizon petitions under rule 69 for approval to issue further redeemable preference shares for dividend that has gone unpaid on earlier preference shares.
What a practitioner checks
- That the letter of authority and shareholders' schedule are complete and the percentage is stated.
- That the advertisement was published at least fourteen days before filing.
- That consent figures and dates are in the petition for a rule 69 matter.
- That non-consenting preference shareholders' redemption is addressed.
Need help with class rights or preference shares?
These applications turn on precise figures and consents. For help with class shareholders' applications and preference share petitions, speak to our legal dispute resolution team.
Key takeaways
- Rule 68A was inserted by G.S.R. 1159(E) of 20 December 2016.
- A class application needs a letter of authority, a schedule and an advertisement at least fourteen days before filing.
- The Tribunal cancels a variation that would unfairly prejudice the class, or confirms it with reasons.
- Rule 69 allows approval of further redeemable preference shares; non-consenting holders are redeemed forthwith.
- Sub-rule (3) of rule 69 was omitted in 2016.
Read next
- Rule 35: advertising a petition
- Rule 70: transfer refusal and rectification of the register
- Annexure B, part 1: documents to attach
- Section 48: variation of rights
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.