Rule 35 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.
Where a petition, application or reference has to be advertised, rule 35 says how and when: in Form NCLT-3A, at least once in a vernacular newspaper and once in an English newspaper, not less than fourteen days before the date fixed for hearing. It also fixes what the notice must say, when objectors must respond, and when an affidavit of compliance must be filed.
Unless the Tribunal orders otherwise or the Rules provide otherwise, a petition to be advertised is advertised in Form NCLT-3A, not less than fourteen days before the hearing, at least once in a vernacular newspaper in the principal language of the district of the registered office and once in an English newspaper circulating in that district. A person wishing to support or oppose sends notice so as to reach not later than two days before the hearing. An affidavit of compliance is filed not less than three days before the hearing. The Tribunal may dismiss the petition or give directions for non-compliance, or dispense with advertisement on application. The Rules are read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); rule 35 was not changed.
Rule 35(1): when and where to advertise
Where any application, petition or reference is required to be advertised, it is advertised, unless the Tribunal otherwise orders or the Rules otherwise provide:
- in Form NCLT-3A;
- not less than fourteen days before the date fixed for hearing;
- at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated; and
- at least once in an English newspaper circulating in that district.
Many rules refer to rule 35, including those on conversion of a public company into a private company (rule 68, which now matters only for pending cases because the power moved to the Central Government), variation of class rights (rule 68A), and the petitions under rules 70, 71 and 77. Read the specific rule to see whether advertisement is called for. Our notice drafting service prepares Form NCLT-3A advertisements.
Rule 35(2): what the advertisement states
Every advertisement states:
| Clause | Content |
|---|---|
| (a) | the date on which the application, petition or reference was presented |
| (b) | the name and address of the applicant or petitioner and the authorised representative, if any |
| (c) | the nature and substance of the application, petition or reference |
| (d) | the date fixed for hearing |
| (e) | a statement that any person whose interest is likely to be affected, or who intends to oppose or support the petition at the hearing, shall send a notice of intention to the concerned Bench and the petitioner or authorised representative, indicating the nature of interest and grounds of opposition, so as to reach not later than two days previous to the day fixed for hearing |
Rule 35(3): the company's website
Where the advertisement is given by the company, it may also be placed on the website of the company, if any.
Rule 35(4): affidavit of compliance
An affidavit is filed with the Tribunal not less than three days before the date fixed for hearing, stating whether the petition has been advertised in accordance with the rule and whether the notices, if any, have been duly served on persons required to be served. A proviso says the affidavit is accompanied by such proof of advertisement or service as may be available.
Rule 35(5) and (6): non-compliance and dispensation
- Rule 35(5). If the requirements of the rule or the Tribunal's directions on advertisement and service are not complied with, the Tribunal may dismiss the petition or give further directions as it thinks fit.
- Rule 35(6). The Tribunal may, on an application by the party, dispense with any advertisement required under the rule.
Form NCLT-3A: headings as printed
Titled "Advertisement detailing petition" and marked "see rule 35", the form is a Notice of petition: "Company Petition/Application/Reference No. ___ of ___"; "A petition/application/reference under section ___ of the Companies Act, 2013, for ___ was presented by ___ on the ___ day of ___ 20__, and the said petition is fixed for hearing before ___ bench of National Company Law Tribunal on ___". It invites any person desirous of supporting or opposing to send the petitioner's advocate notice of intention, signed by the person or advocate with name and address, so as to reach not later than two days before the hearing; grounds of opposition or a copy of the affidavit go with the notice; and a copy of the petition is furnished on payment of the prescribed charges. It closes with the date, signature, name and "Advocate for petitioner" with address.
Timeline from the Rules
| Event | Rule | Timing |
|---|---|---|
| Advertisement in Form NCLT-3A | 35(1) | Not less than fourteen days before hearing |
| Objector's notice reaches petitioner and Bench | 35(2)(e) | Not later than two days before hearing |
| Affidavit of compliance with proof | 35(4) | Not less than three days before hearing |
| Dismissal or directions for non-compliance | 35(5) | At the Tribunal's discretion |
| Dispensation | 35(6) | On application by the party |
Count the days under rule 3; see the article on rules 3 to 7.
An example
Willow Brook Foods Limited files a petition that must be advertised. The hearing is fixed for the 28th. The company's counsel gets Form NCLT-3A published once in the vernacular daily and once in an English daily of the district more than fourteen days earlier, and also puts it on the company's website. A shareholder who wishes to oppose sends his notice so that it reaches the petitioner and the Bench not later than two days before the hearing. The company files its affidavit with the cuttings not less than three days before the hearing.
Same as before the NCLAT?
The NCLAT Rules have no advertisement rule. Meetings convened by the Tribunal for schemes of arrangement follow their own rules and forms; see our post on the notice and advertisement of an NCLT-convened meeting in Form CAA-2, which is a different rule set.
What a practitioner checks
- Whether the rule under which the petition is filed calls for advertisement.
- Form NCLT-3A with the statements in rule 35(2) and the registered-office district's newspapers.
- Publication not less than fourteen days before the hearing.
- The affidavit with proof not less than three days before the hearing.
- Whether to apply to dispense with advertisement.
Need help with the advertisement and affidavit?
Missing the fourteen-day or three-day marks can lead to directions or dismissal. To have the notice drafted and the affidavit prepared, see our notice drafting service.
Key takeaways
- Advertise in Form NCLT-3A not less than fourteen days before hearing, in a vernacular and an English newspaper of the registered-office district (rule 35(1)).
- The notice states the five items in rule 35(2); objectors respond not later than two days before hearing.
- The company may also use its website (rule 35(3)).
- File the affidavit with proof not less than three days before hearing (rule 35(4)).
- The Tribunal may dismiss, give directions or dispense with advertisement (rule 35(5), (6)).
Read next
- Rule 34: general procedure and forms
- Rules 36-37: notice to the respondent in Form NCLT-5
- Rule 68: conversion of a public company into a private company
- Notice and advertisement of an NCLT-convened meeting, Form CAA-2
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.