Notice to Registrar for Alteration of Share Capital [Section 64]
# Notice to Registrar for Alteration of Share Capital — Section 64
## Purpose
Whenever the share capital of a company is altered (whether increased or decreased), the Registrar of Companies must be notified so that the public record stays accurate.
## Filing Requirement [Section 64(1)]
The company must file Form No. SH-7 (under Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014) with the Registrar, along with an altered memorandum, within 30 days of the alteration, in the following situations:
Trigger Event
Source
Alteration of capital in any manner specified in Section 61(1)
Section 64(1)(a)
Government order under Section 62(4) read with 62(6) effectively increasing authorised capital
Section 64(1)(b)
Redemption of any redeemable preference shares
Section 64(1)(c)
## Penalty for Default [Section 64(2)]
Person Liable
Penalty
The Company
₹500 per day of default, max ₹5,00,000
Every officer in default
₹500 per day of default, max ₹1,00,000
Note that the penalty is continuing — it accrues per day until the default is cured (subject to the cap).
## Key Conceptual Anchor
Section 64 is about post-action intimation to the Registrar — it does NOT authorise the alteration itself. The authorisation comes from Sections 61, 62, etc.; Section 64 only governs notice and updating the public record.
Worked example
### Example 1
Example: ABC Ltd. increased its authorised capital from ₹10 crore to ₹15 crore on 1st April 2026. It must file Form SH-7 with the Registrar along with the altered MoA by 30th April 2026 (within 30 days).
### Example 2
Example: PQR Ltd. redeemed redeemable preference shares of ₹2 crore on 10th June 2026 but filed Form SH-7 only on 30th August 2026 — i.e., 51 days late (21 days of default after the 30-day window expired). The company is liable to a penalty of 21 × ₹500 = ₹10,500. Each officer in default is similarly liable, capped at ₹1,00,000 each.
### Example 3
Example: Where a Government order under Section 62(4) increases XYZ Ltd.'s authorised capital from ₹50 crore to ₹70 crore, XYZ must file Form SH-7 within 30 days of the order's effect, notwithstanding that the increase is automatic under Section 62(6).
⚠️ Common exam mistakes
Treating Section 64 as the source of authority to alter share capital — it is only a notice-filing provision.
Filing Form SH-7 only on increase — Section 64 also covers decrease (Section 61(1)) and redemption of preference shares.
Forgetting to attach the altered memorandum along with Form SH-7.
Calculating penalty without the cap — the company's penalty is capped at ₹5,00,000 and the officer's at ₹1,00,000.
Missing that the penalty is per day of continuing default, not a one-time amount.
Bare-Act text Section 64 of the Companies Act, 2013 · The Companies Act, 2013 · click to expand
Section 64(1): Where— (a) a company alters its share capital in any manner specified in sub-section (1) of section 61; (b) an order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of increasing authorised capital of a company; or (c) a company redeems any redeemable preference shares, the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.
Section 64(2): Where any company fails to comply with the provisions of sub-section (1), such company and every officer who is in default shall be liable to a penalty of five hundred rupees for each day during which such default continues, subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.