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Section 64: Notice to be given to Registrar for alteration of share capital

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Section 63 All 470 Sections of Companies Act Section 65
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Legal Commentary & Landmark Judgments: Section 64

Section 64 of the Companies Act, 2013 obligates a company to provide formal statutory notice in Form SH-7 to the Registrar within thirty days of any alteration of share capital, redemption of preference shares, or capital increase, backed by continuous per-day financial penalties.

  • Trigger Events for RoC Notification: Notice must be filed whenever a company: (a) alters its share capital under Section 61(1); (b) increases capital pursuant to Central Government orders under Section 62(4)/(6); (c) redeems any redeemable preference shares; or (d) increases capital under Section 62.
  • Thirty-Day Statutory Filing Window: The company must file Form SH-7 along with an altered copy of its memorandum of association with the Registrar within thirty days of the passing of the resolution or occurrence of the event.
  • Continuous Per-Day Financial Penalty: Default in filing Form SH-7 attracts a penalty under Section 64(2) of five hundred rupees for each day the default continues, subject to a statutory maximum of five lakh rupees for the company and one lakh rupees for every officer in default.
Key Landmark Precedents:
  • Registrar of Companies v. Orissa Chemical Industries Ltd., (1978) 48 Comp Cas 440 (Ori): The Orissa High Court held that filing notice of increase of capital with the RoC is a mandatory compliance duty; failure to file the prescribed statutory return within thirty days constitutes a continuous default under company law.
  • Ranbaxy Laboratories Ltd. v. Anand Transport, 2002 (3) CTC 203: Affirmed that corporate resolutions altering capital take effect inter se the company and shareholders from the date of passing, but formal recognition in public records and third-party enforceability requires statutory filing with the Registrar.
  • Union of India v. C.K.P. Co-operative Bank Ltd., 2001 SCC OnLine Bom 403: Held that procedural defaults in reporting capital alterations are administrative omissions capable of compounding under Section 441 upon demonstrating bona fides and clearing all accrued additional filing fees.
Courtroom Practice & Strategic Litigation Guidance:

When filing Form SH-7 beyond the 30-day statutory window, the MCA portal automatically levies additional fees and triggers Section 454 adjudication. To protect directors from compounding proceedings, file a petition under Section 441 before the Regional Director (RD) or NCLT explaining administrative delays and establishing that the general meeting was properly convened.

Section 63 All 470 Sections of Companies Act Section 65