# Section 64: Notice to ROC

## When Notice is Required

A company must give notice to the ROC in the following situations:

Trigger	Relevant Section
Redemption of Preference Shares (PS)	Section 55
Increase in Authorised Share Capital (ASC)	—
Increase in Subscribed Capital (e.g., conversion of debentures/loans to equity by Government)	Section 62(6)
Alteration in ASC	Section 61

## Procedure

File notice with ROC within 30 days of such alteration / event.
File in Form SH-7.
Attach the altered MOA along with the notice.

## Penalty for Contravention

Company and every officer in default: liable to a penalty of Rs. 500/day during which the default continues, subject to a maximum of:
Rs. 5,00,000 for the company
Rs. 1,00,000 for the officer in default.

Worked example

### Example 1

Example 1: A company alters its ASC by ordinary resolution on 1st May 2025. By when must it file notice with ROC?

Answer: Within 30 days, i.e., by 31st May 2025, in Form SH-7 along with the altered MOA.

### Example 2

Example 2: A company fails to file Form SH-7 for 100 days after passing the resolution. Compute the penalty.

Answer: Penalty = 100 days × Rs. 500 = Rs. 50,000 on the company, and a similar penalty (subject to Rs. 1 lakh cap) on the officer in default.

⚠️ Common exam mistakes

Filing the notice in the wrong form — it must be Form SH-7, not SH-8 or SH-11.
Forgetting to attach the altered MOA along with the notice.
Missing the 30-day deadline — penalty accrues per day of default.
Believing notice under Section 64 is required only for increase in ASC — it also covers redemption of preference shares (Sec 55), conversion of debt to equity by Government (Sec 62(6)), and any alteration under Section 61.

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

(1) Where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorised capital under section 62(6), or 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.

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Section 64 - Notice to ROC for Alteration of Share Capital

Worked example

⚠️ Common exam mistakes