Every company limited by shares carries a ceiling on what it can issue, written into clause V of its memorandum, and only a company that has to issue past that ceiling needs to raise it. If your paid up capital still sits well below the clause V figure, this filing is not yours yet. The company that needs it is the Pune private limited about to close a funding tranche, carve out an ESOP pool, or convert a director's loan into equity. The instrument is Form SH-7, filed with ROC Pune on the MCA portal within 30 days of the members' resolution.
Does this apply to your company, and does the financial year matter?
Three things decide whether the increase is even open to you. The company has to be limited by shares, so a private limited, a public limited or an OPC qualifies. The articles have to permit an alteration of the capital clause, and where they are silent the articles are altered first. The members then pass the resolution the articles and the Act call for, in general meeting.
The financial year matters far less here than it does for your annual filings. AOC-4 and MGT-7 hang off a year end. This one hangs off a date, the date the members resolve, and the 30 day clock starts from that. A Pune company can raise its ceiling in June or in January without disturbing the rest of its compliance calendar.
What do we need from you before the resolution is signed?
Our list is short, and getting it in on day one is what keeps the 30 day window comfortable rather than tight.
- The current memorandum and articles, so we can read clause V and check that the articles allow the increase at all.
- The figure you want the ceiling raised to, and what is driving it, whether a term sheet, an ESOP pool or a loan conversion.
- The latest shareholding list, with the register of members if it has moved since your last annual filing.
- The CIN and the registered office address exactly as ROC Pune holds it today, not as it reads on your letterhead.
- A live DSC for the signing director and a DIN that has not been deactivated for a missed DIR-3 KYC.
That last line catches more Pune boards than anything else on the list. A director who skipped a KYC cycle cannot sign the form, and week one is a far better time to discover it than the morning the filing is ready.
Which stages does a capital increase pass through, and by when?
| Stage | What it produces | When it is due |
|---|---|---|
| Board meeting | Resolution calling the general meeting and approving the notice | Before the notice is circulated |
| General meeting | Members' resolution altering clause V of the memorandum | On the notice the Act and your articles require |
| Stamp duty | Duty on the increase under the Maharashtra Stamp Act 1958, paid through GRAS | Before the form is lodged |
| ROC Pune | Form SH-7 with the altered memorandum attached | Within 30 days of the resolution |
Stamp duty in Maharashtra depends on the instrument and value, so we compute the exact figure before execution and pay it through GRAS, the state's electronic receipt system. It is the one line above that does not read the same in every state, and it is the one Pune boards most often leave to the last morning.
What does a late or missed filing actually cost?
| What slips | What the system does | Who carries it |
|---|---|---|
| SH-7 filed after day 30 | MCA loads an additional fee before it will accept the form | The company |
| The notice is never filed | Section 64(2) runs a penalty for every day the default continues | The company and every officer in default |
| Shares allotted above the old ceiling | The allotment is open to challenge and PAS-3 rests on a ceiling the memorandum does not carry | The board |
| Duty on the increase short paid | The document is under stamped and the shortfall surfaces in diligence | The company |
The fee is rarely the part that hurts. A SaaS founder at Hinjawadi with a signed term sheet and an agreed closing date does not have three spare weeks to fix a capital clause. Investor counsel asks for the amended memorandum and the stamp challan in the first data room request, and a gap there reads as a company that does not run its own register.
How the filing runs from signature to SRN
- We read clause V against the articles and tell you in writing whether the articles have to be altered before the capital clause can move.
- We draft the board resolution, the general meeting notice and the members' resolution, and set the dates so the 30 day window opens where you expect it.
- You circulate the notice, hold the meeting and sign. The minutes and the attendance sheet go into the same pack as the resolution.
- Duty on the increase is computed for Maharashtra and paid through GRAS, and Form SH-7 goes up on the MCA portal with the altered memorandum attached.
- We follow the SRN until ROC Pune approves it, then hand over the amended memorandum, the challans and every form filed, in one folder.
Which Pune companies get caught by this?
The service is narrower than it looks, and these are the boards that actually call us in a given quarter.
- A SaaS product founder at Hinjawadi whose seed round needs fresh equity plus a 10 percent ESOP pool, with a closing date already agreed.
- A corporate services office on leased premises in Kharadi, converting two years of director loans into equity ahead of an audit.
- A Baner brand buying out an early angel and issuing the same number of shares to a new investor in the same month.
- A manufacturer with a unit at Chakan bringing the second generation on to the cap table as shareholders rather than as employees.
Where does the SH-7 land, and who looks at it afterwards?
ROC Pune is the registrar for Pune and the districts around it. The February 2026 restructuring named districts only for other Maharashtra registrars and left ROC Pune alone, so a Pune company stays with ROC Pune exactly as before. We confirm the registrar for your specific address before filing, because jurisdiction follows your registered office and never ours.
Above the registrar sits the Regional Director, Western Region Directorate II, headquartered at Navi Mumbai, and MCA's own listing places ROC Pune under that directorate. You will not meet that office on a routine capital increase. It matters later, if a compounding or condonation application ever becomes necessary. Disputes over the shares you allot afterwards run elsewhere again: a refused or disputed transfer goes to the NCLT Mumbai Bench under sections 58 and 59.
None of this needs a counter visit. The resolutions are signed with a DSC and the form is lodged on the MCA portal, which is why a Chakan unit and a Kothrud consultancy get the same turnaround from us.
What does the SH-7 engagement cover, and who staffs it?
We run this as a fixed piece of work, from ₹1,999, with a CA and a CS on the file rather than a form filler. You get the drafting, the duty computation, the SH-7 and the follow through to approval. If your articles need altering first we say so on day one, because that changes the timeline and nobody enjoys hearing it in week three.
Our Pune office is at Yashwant Nagar, Near Bharatiya Samajseva, Yerwada, Pune 411006, and the number is +91 96356 85435. The work happens online, with a callback within 30 minutes when you ask for one, and more than 15,000 businesses have used LegalX India so far. For the statutory background and how the same filing reads outside Maharashtra, see our India wide capital increase walkthrough.