Chapter IV - Share Capital and Debentures
Section 64
Section 64: notice to Registrar of capital alteration
A company must notify the Registrar within thirty days, in the prescribed form and with the altered memorandum, when it alters its share capital under section 61, when a Government order increases its authorised capital, or when it redeems redeemable preference shares.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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.
(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.
Introduction
Section 64 is the filing companion to section 61 and to Government-ordered conversions under section 62(4) and (6). It also covers redemption of redeemable preference shares.
Since 2 November 2018, a failure attracts a civil penalty rather than a criminal fine, and the Companies (Amendment) Act, 2020 lowered the daily penalty and set separate caps for the company and officers.
Key takeaways
Three triggers
A section 61(1) alteration, a Government order under section 62(4) read with 62(6) increasing authorised capital, or redemption of redeemable preference shares.
Thirty days
File the notice in the prescribed form with the Registrar within thirty days, along with the altered memorandum.
Penalty
Five hundred rupees for each day of default, up to five lakh rupees for the company and one lakh rupees for each officer in default.
Identify the trigger and date
Record the date of the alteration, Government-ordered increase or redemption. The thirty-day period in section 64(1) runs from that event.
Prepare the filing
File the notice in the prescribed form with the altered memorandum. Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014, as originally notified, prescribes Form No. SH.7 with the fee; check the current form and fee on the MCA portal.
Penalty for default
Under section 64(2), if the company fails to comply with sub-section (1), the company and every officer in default are liable to a penalty of five hundred rupees for each day the default continues, subject to a maximum of five lakh rupees for the company and one lakh rupees for an officer in default.
Amendments and commencement
Section 64 came into force on 1 April 2014 under S.O. 902(E). Section 10 of the Companies (Amendment) Act, 2019 substituted sub-section (2), replacing the fine with a penalty, deemed in force from 2 November 2018 under section 1(2) of that Act. Section 12 of the Companies (Amendment) Act, 2020 changed the daily amount from one thousand to five hundred rupees and replaced the old "whichever is less" cap with separate company and officer maximums, effective 21 December 2020 (S.O. 4646(E)).
Practical preparation
Note the event date; diarise the thirty-day deadline; prepare the altered memorandum; file the prescribed form with fee; keep the filing acknowledgment with the resolution or order.
Practical checklist
Do
- File as soon as the alteration resolution or order takes effect.
- Attach the altered memorandum to the notice.
Avoid
- Do not overlook redemption of redeemable preference shares; it is also a trigger.
- Do not rely on the pre-2020 penalty figures.
Illustrative example
Hypothetical: sub-division of shares
A company sub-divides each ten-rupee share into ten one-rupee shares under section 61(1)(d).
Event
The general meeting approves the sub-division.
File
The company files the prescribed notice with the altered memorandum within thirty days.
Records
The register of members and certificates are updated.
Outcome
- Timely filing avoids the daily penalty under section 64(2).
Glossary
- Registrar
- The Registrar of Companies with whom the company is registered.
- Altered memorandum
- The memorandum of association updated to show the changed capital clause.
Frequently asked questions
What is the time limit for filing?
Thirty days from the alteration, Government-ordered increase or redemption.
What is the penalty for late filing?
Five hundred rupees per day of default, capped at five lakh rupees for the company and one lakh rupees for an officer in default.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026