# Notice to Registrar for Alteration of Share Capital (Section 64)

## When Is Notice Required?

A company must file notice with the Registrar of Companies (ROC) in Form SH-7 (along with the altered MOA) within 30 days of any of the following alterations:

1. Alteration of capital clause under Section 61 (e.g., increase, consolidate, sub-divide, convert, cancel),

2. Government order for conversion of debentures/loans into shares having the effect of increasing authorised capital (Section 62),

3. Redemption of redeemable preference shares.

## Form & Timeline

Form	Filed With	Within
SH-7 (with altered MOA)	ROC	30 days of alteration

## Punishment for Default

Penalty: ₹500 per day during which the default continues.
Maximum cap:
Company: ₹5 lakhs
Officer in default: ₹1 lakh

## Why This Matters

Filing the alteration ensures the public register at ROC accurately reflects the company's current capital structure. Failure to file misleads creditors, investors, and other stakeholders relying on ROC records.

Worked example

### Example 1

Example: ABC Ltd. increased its authorised capital from ₹10 lakhs to ₹25 lakhs by passing an OR on 15 January 2025. The company failed to file Form SH-7 with ROC.

Consequence:

The 30-day window expires on 14 February 2025.
For each day after that, penalty = ₹500/day.
If the default continues for 1500 days, the calculated penalty would be ₹7.5 lakhs — but the company's liability is capped at ₹5 lakhs and the officer-in-default's liability is capped at ₹1 lakh.

⚠️ Common exam mistakes

Filing within 30 days of the AGM/EGM but forgetting that the trigger is the date of ALTERATION, not the resolution date alone.
Forgetting to attach the altered MOA along with Form SH-7.
Believing penalty has no upper cap — caps apply (₹5 lakhs company, ₹1 lakh officer).

Bare-Act text Section 64 · Companies Act, 2013 · click to expand

Section 64 of the Companies Act, 2013 requires that where a company alters its share capital under section 61, or an order is made by the Government for conversion of debentures or loans into shares, or where a company redeems any redeemable preference shares, the company shall file a notice in the prescribed form (Form SH-7) with the Registrar within 30 days of such alteration along with an altered memorandum.

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Notice to ROC for Alteration of Share Capital (Section 64)

Worked example

⚠️ Common exam mistakes