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Microlesson · 5-min read

Filing with ROC on Alteration of Capital (Section 64)

# Filings with ROC under Section 64

## 1. Notice for Alteration

Whenever there is an alteration in share capital, the company shall notify the ROC as per Section 64.

## 2. Filing of Form SH-7

### Form to be Filed

  • Form SH-7 must be filed with the Registrar of Companies (ROC).

### Documents to Accompany

  • Altered MOA.

### Time Limit

  • Within 30 days of capital alteration.

### Triggering Events

Filing is required in the following cases:

#### (a) Alteration of share capital under Section 61(1):

  • Increase in authorised capital
  • Consolidation/sub-division
  • Conversion to/from stock
  • Cancellation of unissued shares (diminution)

#### (b) Government Order under Section 62(4) read with 62(6):

  • Resulting in increase in authorised capital.

#### (c) Redemption of any redeemable preference shares.

## 3. Penalty for Default

DefaulterPenalty per DayMaximum Penalty
Company₹500 per day₹5,00,000
Officer in Default₹500 per day₹1,00,000

## Memory Aid

Form SH-7 → 30 Days → Altered MOA → Trigger: Section 61, 62(4), Redemption of Pref Shares.

Worked example

### Example 1

Example: ABC Ltd passed an Ordinary Resolution on 1st April to increase its authorised capital from ₹10 lakh to ₹20 lakh. The Board did not file Form SH-7 with ROC until 15th June.

Solution:

  • The company defaulted by 45 days (from 1st May to 15th June, i.e., 30-day period ended on 30th April).
  • Penalty on Company: 45 days × ₹500 = ₹22,500
  • Penalty on Each Officer in Default: ₹22,500 (subject to max of ₹1,00,000)

⚠️ Common exam mistakes

  • Filing other forms instead of Form SH-7 for capital alteration.
  • Missing the 30-day deadline for filing with ROC.
  • Not filing the altered MOA along with the notice.
  • Failing to notify ROC on redemption of preference shares.
  • Confusing the penalty caps - company has ₹5 lakh cap, officer has ₹1 lakh cap.
Bare-Act text Section 64 · Companies Act, 2013 · click to expand
Section 64(1) - Where a company alters its share capital, the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration along with an altered memorandum.
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