Rule 88 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 88 is one sentence long and lists a set of references and complaints that reach the Tribunal in Form NCLT-9 with the documents in Annexure B: references by the Registrar of Companies under section 441, references by the Central Government under several sections, a complaint under section 222(1), a reference under section 75(2), and a company's reference under the Securities Contracts (Regulation) Act, 1956.
Each of the following is made by a petition or application in Form NCLT-9 with the documents mentioned in Annexure B: a reference by the Registrar under section 441; a reference by the Central Government under the proviso to section 140(5), section 221, section 224(2), section 224(5) or section 241(2); a reference under section 75(2); a complaint by any person under section 222(1); and a reference by a company under section 22A(4)(c) of the Securities Contracts (Regulation) Act, 1956 (rule 88). Offences with a maximum fine not exceeding twenty-five lakh rupees are now compounded by the Regional Director under section 441(1)(b), and serial number 28 of the Schedule of Fees was omitted by G.S.R. 351(E) of 8 May 2019. 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.
The text of rule 88
Rule 88 provides that "any reference to the Tribunal by the Registrar of Companies under section 441 of the Act, or any reference to the Tribunal by the Central Government under proviso to sub-section (5) of section 140, 221, sub-section (2) of section 224, sub-section (5) of section 224, sub-section (2) of section 241 of the Act, or reference under sub-section (2) of section 75 or any complaint by any person under sub-section (1) of section 222, or any reference by a company under clause (c) of sub-section (4) of section 22A of the Securities Contracts (Regulations) Act, 1956 shall be made by way of a petition or application in Form No. NCLT-9 in Annexure A and shall be accompanied by documents mentioned in Annexure-B." The rule cross-refers to the definition of "reference" in rule 2(20); see the article on Rule 2(15) to (30).
References and complaints listed in rule 88
| Who makes it | Provision | Subject (see the section post) |
|---|---|---|
| Registrar of Companies | Section 441 | Compounding, see sections 435 to 441 |
| Central Government | Proviso to section 140(5) | Auditor, see section 140 |
| Central Government | Section 221 | Freezing of assets, see section 221 |
| Central Government | Section 224(2) and 224(5) | Action on the Inspector's report, see section 224 |
| Central Government | Section 241(2) | Oppression, see sections 241 to 244 |
| Not stated in rule 88 | Section 75(2) | Repayment of deposits, see sections 74 and 75 |
| Any person (complaint) | Section 222(1) | Restrictions on securities, see section 222 |
| A company | Section 22A(4)(c), Securities Contracts (Regulation) Act, 1956 | A reference under that Act |
The rule prints only the cross-references. It does not describe what each provision does, so read the section before drafting. If your company is dealing with one of these provisions, our compounding offences team can help you work out the route.
Form NCLT-9 and Annexure B
Form NCLT-9 is the general form "for all purposes if no specific form is prescribed". It is laid out as an application, petition or appeal in the form of an affidavit under a stated section, with particulars of the applicant and respondents, facts, jurisdiction, limitation, a declaration that the matter is not pending elsewhere, the fee paid, an index, a list of enclosures and relief. See the Form NCLT-9 guide and Annexure A. Annexure B has no serial for these references, so the general list at serial number 13 applies where no document is prescribed; see Annexure B, part 2.
Two points to note
Compounding and the Regional Director. Rule 88 names a reference by the Registrar under section 441. Section 441(1)(b) of the Act, however, provides that offences with a maximum fine not exceeding twenty-five lakh rupees are compounded by the Regional Director. For the compounding application, see the compounding application format and our guide to the process.
Fee serial 28. The Schedule of Fees once carried "Sec. 441: application for compounding of certain offences" at serial number 28; it was omitted by G.S.R. 351(E) of 8 May 2019. The Schedule as it now stands is in the article on rule 112 and the Schedule of Fees.
Where these rules connect
The auditor-related reference under section 140(5) links to the auditor application in rule 78; see the article on rules 78 to 80A. No fee is payable on a petition or reference made by the Registrar of Companies, the Regional Director or an officer on behalf of the Central Government, as the proviso to rule 112(1) says.
An example
The Central Government refers the matter of a company's affairs to the Tribunal under section 241(2). The reference is made as a petition in Form NCLT-9 with the Annexure B documents as applicable. In a separate matter, a shareholder files a complaint under section 222(1) in the same form. Neither needs Form NCLT-1, which is the form for most other special applications in the Rules.
What a practitioner checks
- That the provision relied on is one of those listed in rule 88, so Form NCLT-9 is the right form.
- That Annexure B documents are attached, using serial number 13 where nothing specific is prescribed.
- Who the maker is: the Registrar, the Central Government, any person or a company.
- For a compounding matter, whether the Regional Director's power under section 441(1)(b) applies.
Need help with a reference or compounding question?
Knowing who files, and in which form, saves a defective filing. For help with compounding and reference matters, speak to our compounding offences team.
Key takeaways
- Every reference and complaint in rule 88 is made in Form NCLT-9 with Annexure B documents.
- The list covers Registrar references under section 441, Central Government references under sections 140(5), 221, 224 and 241(2), section 75(2), complaints under section 222(1) and a company's reference under section 22A(4)(c) of the SCRA.
- The Regional Director compounds offences with a maximum fine up to twenty-five lakh rupees under section 441(1)(b).
- Fee serial number 28 was omitted by G.S.R. 351(E) of 8 May 2019.
Read next
- Rules 78 to 80A: auditor, director, investigation and takeover applications
- Rule 112 and the Schedule of Fees
- Compounding application under section 441: format
- Sections 435 to 441: special courts and compounding
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.