Direct answer: Section 64 requires notice to the Registrar within thirty days of specified capital alterations, government-order increases and redemption of redeemable preference shares. The notice route is Form SH-7 under Rule 15. Start with the legally effective event and a reconciled capital table; filing a form does not replace the approvals required for the underlying transaction.
Law checked on 22 October 2026 against Companies Act, 2013, section 61 and section 64. This guide addresses capital-change reporting, not the complete rights-issue, private-placement, redemption-funding or capital-reduction procedure. Their separate approvals and filings remain relevant on the facts.
Classify what actually changed
Section 61 permits specified alterations where the articles authorise them, through the general meeting and memorandum process. It covers authorised-capital increases, consolidation, conversion of fully paid shares into stock and reconversion, subdivision, and cancellation of shares not taken or agreed to be taken. Section 64 additionally covers its specified government-order capital increase and redeemable-preference-share redemption.
Distinguish authorised, issued, subscribed and paid-up amounts. An increase in authorised capital creates capacity; it does not itself allot new shares or collect subscription money. A subdivision can change share count and face value while leaving nominal capital unchanged. Report the real event rather than using an increase amount to force the form to resemble a cash transaction.
Build a before-and-after capital table
For each class, record authorised share count and face value, issued count, paid-up amount, unpaid portion and the approved change. Recalculate count multiplied by face value before comparing aggregate nominal amounts. Keep class totals and the overall memorandum capital clause tied to the same resolution and effective date.
A consolidation that changes shareholders’ voting percentages requires the Tribunal approval specified in section 61. A subdivision must preserve the prescribed paid/unpaid proportion. Cancellation under section 61(1)(e) is limited to shares not taken or agreed to be taken and is not deemed a capital reduction under section 61(2). Do not use that route to cancel paid-up holdings or extinguish an agreed subscription.
The reporting date is tied to the operative event
Section 64’s thirty-day period runs from the relevant alteration, increase or redemption, as applicable. A bank receipt, later board confirmation or planned filing date should not silently replace the operative date. Where a transaction is conditional on an order or another legal step, establish when it takes effect before fixing the filing calendar.
The ICSI-hosted 2020 educational note on capital-clause alteration identifies SH-7 with section 64 and Rule 15 and discusses supporting resolutions and memorandum records. It is historical procedural background, not evidence of current portal screens, fees or state stamp-duty amounts. Check the current applicable filing requirements for the particular purpose before submission.
Keep the notice and transaction evidence together
Section 64 expressly refers to filing with an altered memorandum. Reconcile the memorandum, relevant resolution or order, capital schedule and the transaction’s supporting records; identify any additional supporting document required for the actual filing purpose. Preserve the notice acknowledgement and subsequent processing outcome. A downloaded unsigned draft is not proof that the notice was filed.
Preference-share redemption is an express section 64 event even where authorised capital has not changed. Record the redeemed class and paid-up movement without mechanically reducing the authorised ceiling. The legality of redemption funding and any capital redemption reserve remain separate from this reporting test.
Fees, penalties and other filings require independent checks
Do not confuse ordinary filing fees, state stamp duty, late fees and a statutory penalty. Their triggers and computation bases differ. Nor should SH-7 be treated as a substitute for a return of allotment, a separately required resolution filing or Tribunal process. Determine those dependencies from the actual transaction instead of assuming every capital event uses the same package.
The six examples use fictional ordinary capital events, assume all required substantive approvals are valid and exclude fees, stamp duty and penalty calculations. The date illustration counts thirty calendar days with the event date excluded and makes no claim about holiday extensions or portal relief.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: Authorised-capital capacity is not an allotment
Authorised capital increases from 50,000 shares of ₹10, or ₹5,00,000, to 1,20,000 shares of ₹10, or ₹12,00,000. Added capacity is 70,000 shares and ₹7,00,000. Existing paid-up capital of ₹2,00,000 does not become ₹9,00,000 merely because the authorised ceiling increased. Reconcile SH-7 to the alteration, with any later allotment assessed separately.
Illustrative example 2: Consolidation changes denomination without changing the total
The company consolidates 1,00,000 shares of ₹10 into 10,000 shares of ₹100. Nominal capital remains ₹10,00,000. Assume voting percentages are unchanged and all approvals are otherwise valid. The altered share count and denomination still constitute a section 61 event; a zero increase in aggregate capital does not itself remove the section 64 notice requirement.
Illustrative example 3: Subdivision preserves the nominal amount
There are 20,000 fully paid shares of ₹50. They are subdivided into shares of ₹10 each, producing 1,00,000 shares. Before and after nominal capital is ₹10,00,000. Added share count is 80,000, with no ₹8,00,000 subscription cash created by the split. For partly paid shares, separately preserve the statutory paid/unpaid proportion.
Illustrative example 4: Cancel only eligible unissued capacity
Authorised capital is ₹10,00,000, of which ₹6,00,000 is issued. Of the ₹4,00,000 remaining, shares representing ₹2,00,000 have neither been taken nor agreed to be taken and are validly cancelled under section 61(1)(e). Revised authorised capital is ₹8,00,000; issued capital remains ₹6,00,000 and residual headroom ₹2,00,000. This does not cancel any shareholder’s issued capital.
Illustrative example 5: Redemption is reportable even without an authorised-capital decrease
Total paid-up nominal capital is ₹15,00,000, including ₹5,00,000 of redeemable preference shares. A valid redemption removes that ₹5,00,000, leaving ₹10,00,000 paid-up nominal capital, assuming no other movement. The authorised ceiling is unchanged on these facts. Section 64 expressly covers the redemption; its notice is not dependent on an authorised-capital reduction.
Illustrative example 6: Calculate the thirty-day reporting point
A valid ordinary capital alteration takes effect on 22 October 2026. Excluding the event date, thirty calendar days end on 21 November 2026. A planned submission on 20 November is 29 days after the event and leaves one day against that calculated point. Plan earlier and separately check applicable holiday or filing relief, rather than assuming an extension.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Identify the exact capital event and relevant statutory route. | Transaction fact sheet and sections 61/64 analysis. |
| 2 | Verify articles authority and substantive approvals. | Articles, meeting records and any required order. |
| 3 | Establish the legally effective date. | Resolution conditions, order and execution evidence. |
| 4 | Reconcile authorised, issued, subscribed and paid-up amounts. | Class-wise capital table and shareholder records. |
| 5 | Recompute share counts, face values and paid/unpaid proportions. | Before-and-after arithmetic schedule. |
| 6 | Review special consolidation or cancellation conditions. | Voting-percentage test and unissued/uncommitted-share evidence. |
| 7 | Tie the altered memorandum and supporting records to the event. | Memorandum, resolutions, order and relevant attachments. |
| 8 | Set the thirty-day notice calendar and identify SH-7 filing purpose. | Dated calculation and purpose-specific filing review. |
| 9 | Check fees, stamp duty and other filings separately. | Applicable fee/stamp analysis and transaction dependency checklist. |
| 10 | Verify notice filing and reconcile the final records. | Acknowledgement, processing outcome and updated capital records. |
Sixteen practitioner FAQs
1. Does an authorised-capital increase allot shares automatically?
No. Capacity and actual allotment are different events with separate legal and reporting checks.
2. Does SH-7 replace the approvals for a capital change?
No. First establish a valid transaction under the applicable sections, articles and required approvals.
3. Can a consolidation require notice without increasing nominal capital?
Yes. The relevant section 61 alteration can change count and denomination while the aggregate nominal amount remains unchanged.
4. When does consolidation need the specified Tribunal approval?
Section 61 addresses consolidation and division resulting in changes in shareholders’ voting percentages. Assess that condition explicitly.
5. Can a split change the paid/unpaid proportion?
The subdivision provision requires preservation of the specified proportion on the resulting shares.
6. Can section 61 cancellation remove issued paid-up shares?
Do not use that unissued-share cancellation route for holdings already taken or agreed to be taken.
7. Is eligible section 61 cancellation itself deemed a capital reduction?
Section 61(2) expressly says that cancellation under the subsection is not deemed a reduction of share capital.
8. Does preference-share redemption fall within section 64?
Yes. It is an express event in section 64(1)(c).
9. Must redemption automatically reduce authorised capital?
Do not assume that. Reconcile the actual paid-up and authorised movements separately.
10. What is the ordinary section 64 notice period?
Thirty days from the relevant alteration, increase or redemption, as applicable.
11. Can the receipt of later subscription money reset that period?
Do not replace the operative event date with a later cash date without a legal basis.
12. Which notice form is associated with this route?
Form SH-7 under Rule 15 of the Share Capital and Debentures Rules; select the purpose matching the actual event.
13. Can an old instruction document prove current portal fields?
No. Use historical material only for its supported purpose and check current filing requirements before submission.
14. Does the Act mention an altered memorandum?
Yes. Section 64 refers to filing the notice along with an altered memorandum. Reconcile the documents to the specific event.
15. Are stamp duty and statutory penalties the same as filing fees?
No. Review each applicable charge or consequence independently.
16. What is the final evidence of completion?
A reconciled transaction file, submitted notice acknowledgement and processing outcome, tied to updated capital and memorandum records.
Working-paper organisation
Keep the source documents, calculation and final conclusion together for the same entity and period. If using assurePractice or other assureOffice tools, use only confirmed available functions and retain this evidence with the output.
Conclusion
Classify the effective event, reconcile each capital measure and file the matching notice within the applicable period. Preserve the substantive approvals and filing evidence as one connected record.