Power of limited company to alter its share capital
Section 61 of the Companies Act, 2013 deals with power of limited company to alter its share capital. A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to-- (a) increase its authorised share capital by such amount as it thinks expedient; The Act came into force on 01 Apr 2014.
(1) A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to--
(a) increase its authorised share capital by such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares:
Provided that no consolidation and division which results in changes in the voting percentage of shareholders shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
(2) The cancellation of shares under sub-section (1) shall not be deemed to be a reduction of share capital.
Section 61, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
-
… no.2 bringing on record further facts to point out that the petitioners have removed respondents as director of the company on 30.1.2016 as they had illegally converted the deposits for issuance of 50 Lakhs new shares and increased the authorized share capital of the company without complying with the provisions of section 61 of the Companies Act, 2013 and in violation of sanctioned scheme of BIFR. It was further pointed out that the respondents nos.1 and 2 after removal as directors were not authorized and had no locus standi to call for any meetings or to issue or to upload any documents on behalf of the company and in spite of that …
-
… In past, Memorandum of Association was amended by passing a special resolution by the company and, therefore, no exception can be made now by exempting the Company for passing the resolution by a 3/4th majority with a specious plea of provision of Section 13(1) and Section 61 the Companies Act. Learned counsel submitted that Section 61 of the Companies Act refers to Power of limited company to alter its share capital, whereas Section 13 prescribes mode and the procedure to alter share capital of the Company. The provisions of Section 64 relates to notice to be given to Registrar for …
-
… In so far as observations made in paragraph 6(iii) of the Affidavit of Regional Director is concerned, the Petitioner Companies through its Counsel submit that the Transferee Company undertakes to comply with provisions of section 61/64 of Companies Act, 2013 corresponding to Section 94/97 of Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fees and stamp duty as applicable under law on the said forms for increase / alteration / modification of the authorised capital, …
Made under this section, and citing it
1 instrument states that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 3 instruments name this provision in its title or its text without being made under it.
Questions about Section 61
What does Section 61 of the Companies Act deal with?
Section 61 of the Companies Act is headed "Power of limited company to alter its share capital". A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to-- (a) increase its authorised share capital by such amount as it thinks expedient;
How do I find court cases under Section 61 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 61, section 61 Companies Act, section 61 of the Companies Act. People searching for it also type companies act 61 of 1973. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome.
What should I read with Section 61 of the Companies Act, and has it changed?
2 other provisions in this corpus refer back to it. The rules and notifications made under it are where it actually bites, and there is one: most recently Commencement Notification under Section 1(3) of the Companies Act, 2013 and Notification constituting the Benches of National Company Law Tribunal (2016).
When did Section 61 of the Companies Act come into force?
Section 61 of the Companies Act, cited as Companies Act 61, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.