Increase in Authorised Share Capital

The process is governed by Section 61 of the Companies Act 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules 2014. First, the board of directors must convene a board meeting and pass a resolution to recommend the increase, subject to shareholder approval. An extraordinary general meeting (EGM) or passing of resolution by postal ballot under Section 110 is then required to alter the Memorandum of Association (Clause V). Within 30 days of passing the shareholder resolution, the company must file Form SH-7 with the Registrar of Companies along with the altered MOA and the prescribed filing fee based on the new authorised capital slab under the Companies (Registration Offices and Fees) Rules 2014.

The Registrar of Companies fee is charged on the incremental authorised capital, not the total. The fee schedule is set out in Table of Fees under the Companies (Registration Offices and Fees) Rules 2014. For the incremental amount, the fee is tiered: ₹4,000 up to ₹1 lakh of paid-up capital equivalent, with progressively higher slabs up to ₹2,00,000 for capital exceeding ₹5 crore. In your case, the incremental capital is ₹4.90 crore. You also pay stamp duty on the altered MOA, the rate of which varies by state — most states charge 0.15% to 0.2% of the incremental authorised capital. The CA must confirm the applicable state stamp duty rate before filing.

No. Under Section 61 of the Companies Act 2013, a company cannot allot shares that would cause the paid-up capital to exceed the authorised capital. If you allot shares during a funding round before filing Form SH-7 and receiving ROC approval for the increased authorised capital, the allotment is ultra vires and void under Section 63 read with Section 61. The correct sequence is: pass board and shareholder resolutions → file SH-7 → await ROC acknowledgement (which is usually immediate upon fee payment) → then proceed to allot under Section 62. In an emergency, both steps can be done on the same day if the EGM and filing are coordinated.

Increasing authorised capital itself does not require RBI or FEMA approval — it is purely a Companies Act compliance step governed by Section 61 and the filing of Form SH-7 with MCA. However, if the purpose of increasing authorised capital is to issue new shares to a foreign investor, then FEMA NDI Rules 2019 (Rule 9) and the applicable sectoral caps under Schedule I must be satisfied before allotment. The company must file Form FC-GPR with the authorised dealer bank within 30 days of allotment under Regulation 4 of the FEMA (Mode of Payment and Reporting in case of Investment in India by a Person Resident outside India) Regulations 2016. The capital increase and foreign allotment filings are separate and sequential.

Under Section 61 of the Companies Act 2013, Form SH-7 must be filed within 30 days of the EGM resolution. Upon payment of the correct ROC fee and stamp duty, the MCA21 system typically updates the company master data within 3–7 working days for straight-through processing cases where no additional documents are required. If the Registrar raises a query (which is uncommon for SH-7), the company has 15 days to respond under Rule 12 of the Companies (Management and Administration) Rules 2014. Delay beyond 30 days in filing attracts additional fees at the rate prescribed in the Companies (Registration Offices and Fees) Rules 2014 and may require a condonation petition under Section 460 for very long delays.