Rules 9 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.
Rules 9 to 14 govern the meeting itself and what follows within days of it: who may vote and how, how proxies and corporate representatives are lodged, the copy of the scheme a creditor or member can demand, the affidavit that notices were issued, voting by poll, and the chairperson's report to the Tribunal in Form CAA.4. 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 person who receives the notice may vote within one month from receipt, in person or through electronic means (rule 9). A proxy must be filed at the registered office not later than 48 hours before the meeting, and a minor cannot be a proxy (rule 10). The chairperson files an affidavit of service not less than seven days before the meeting (rule 12). Voting is by poll or electronic means and the chairperson reports the result in Form CAA.4 within the time fixed by the Tribunal or, failing that, within three days (rules 13 and 14).
Rule 9: voting
The person who receives the notice may, within one month from the date of receipt, vote in the meeting either in person or through electronic means on the adoption of the scheme. The Explanation fixes what the vote is measured against:
| Term | Meaning in rule 9 |
|---|---|
| "Shareholding" | The shareholding of the members of the class who are entitled to vote on the proposal |
| "Outstanding debt" | All debt owed by the company to the class or classes of creditors that remains outstanding as per the latest audited financial statement, or, if that statement is more than six months old, as per a provisional financial statement not preceding the date of application by more than six months |
The rule does not itself print the majority needed to approve a scheme. That is set by section 230 of the Act, which is covered in our note on section 230 of the Companies Act, 2013. For the e-voting procedure the Tribunal may adopt, see the series note on e-voting under rule 20 of the Management and Administration Rules; for postal ballot, see rule 22 on postal ballot. Postal ballot appears in rule 5(d) among the methods the Tribunal may direct. If you are unsure whether proxy and corporate authority papers will survive scrutiny, our legal consultation team can review the file before the meeting.
Rule 10: proxies
Rule 10 has five sub-rules.
- Filing (10(1)). Voting by proxy is permitted if a proxy in the prescribed form, duly signed by the person entitled to attend and vote, is filed with the company at its registered office not later than 48 hours before the meeting.
- Body corporate (10(2)). Where a body corporate that is a member or creditor, including a debenture holder, authorises a person to act as its representative, a copy of the board or governing body resolution authorising that person, certified as a true copy by a director, the manager, the secretary or another authorised officer, must be lodged at the registered office not later than 48 hours before the meeting.
- Minors (10(3)). No person who is a minor may be appointed proxy.
- Blind or incapable of writing (10(4)). The proxy of a member or creditor who is blind or incapable of writing may be accepted if that person has attached a signature or mark in the presence of a witness who adds a description and address, provided all insertions were made at the request and in the presence of the member or creditor before the signature or mark.
- Does not know English (10(5)). Such a proxy may be accepted if executed in the way set out in sub-rule (4) and the witness certifies that it was explained in a language the person knows and gives the member's or creditor's name in English below the signature.
Rule 11: copy of the scheme on request
Every creditor or member entitled to attend the meeting must be furnished by the company, without charge, within one day of a requisition, with a copy of the scheme and a copy of the statement required under section 230.
Rule 12: affidavit of service
The chairperson appointed for the meeting, or another person directed to issue the advertisement and notices, files an affidavit before the Tribunal not less than seven days before the date fixed for the meeting (or the first of the meetings), stating that the directions on notices and advertisement have been duly complied with. On default, the application and a copy of the last order are posted before the Tribunal for such orders as it thinks fit.
Rule 13: result by poll or electronic voting
Voting on all resolutions at meetings held under rule 5 directions takes place by poll or by voting through electronic means. The report of the result is in Form CAA.4 and must state accurately the number of creditors or class of creditors, as the case may be, who were present and who voted, whether in person, by proxy or through electronic means, their individual values and the way they voted.
Rule 14: the chairperson's report
The chairperson of the meeting, or of each meeting where there are separate meetings, submits a report on the result to the Tribunal in Form CAA.4 within the time fixed by the Tribunal, or, where none is fixed, within three days after the meeting ends.
The meeting cycle at a glance
| Step | Rule | Period or detail as printed |
|---|---|---|
| Vote in person or by electronic means | 9 | Within one month from receipt of notice |
| Proxy or corporate authority lodged | 10 | Not later than 48 hours before the meeting |
| Copy of scheme on requisition | 11 | Within one day, without charge |
| Affidavit of service | 12 | Not less than seven days before the meeting |
| Voting | 13 | By poll or electronic means |
| Chairperson's report in CAA.4 | 14 | Within the Tribunal's time, else three days after the meeting |
Example
Kaveri Packaging Limited holds a creditors' meeting. A supplier, Rao Traders Private Limited, appoints its finance head to vote, and a copy of its board resolution, certified by a director, reaches the registered office 50 hours before the meeting, in time. One individual creditor who cannot read English signs her proxy with a thumb mark; the witness certifies that it was explained to her and writes her name in English below the mark. After the poll, the chairperson files the CAA.4 report showing how many creditors were present, their values and how each voted.
Need help with a Tribunal-convened meeting?
The attendance, proxy and voting records feed the CAA.4 report that the petition will rely on, so errors here travel forward. For help with meeting papers and the filing that follows, you can reach our team through legal consultation.
Key takeaways
- A recipient of the notice may vote within one month of receipt, in person or electronically.
- Proxies and certified corporate resolutions must be at the registered office at least 48 hours before the meeting; minors cannot be proxies.
- The company must give a copy of the scheme and statement within one day of a requisition, without charge.
- The affidavit of service is due not less than seven days before the meeting.
- Voting is by poll or electronic means, and the CAA.4 report must give counts, values and the way each voted.
Read next
- Rules 5–8: Tribunal's directions, CAA-2 notice and CAA-3 notice
- Rules 15–17: the CAA-5 petition and the order
- Section 230: compromise or arrangement
- E-voting under rule 20 of the Management and Administration Rules
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.