Every company is obligated for creating a charge within or outside India,on its property or asserts or any of its undertakings, whether tangible or otherwise,and situated in or outside India,to register the particulars of the charge signed by the company and the charge-holder together with the instruments ,if any,creating such charge ,with the registrar within thirty days of its creation.
Form and Manner for Register a company
The application for registration of charge shall be submitted to the registrar for registration of charge in appropriate form. Rule 3 of the Companies (Registration of charges)Rules 2014 prescribes the manner in which such charge should be registered.
Time limit for application
An application for the registration of particular charge should be made with the registrar within 30 days of its creation.
Extension of time:Provision 1 to section 77(1) of Companies Act,2013.
The registrar may allow such registration to be made within a period of three hundred days of such creation on payment of such additional fees.The additional fees that are to be paid are prescribed in the Companies(Registration of charges)Rules 2014.
Extension of time:Provision 2 to section 77(1) of Companies Act,2013.
If registration is not made within a period of three hundred days of such creation,the company shall seek extension of time for the filling of the particulars or for the registration of the charge from the Central Government in accordance with the section 87 of the 2013 Act.Rule (4) of the Companies(Registration of charges)Rules 2014 provides for a condonation of delays by the Registrar.
Extension of time:Provision 3 to section 77(1) of Companies Act,2013.
It is provided that any subsequent registration of a charge shall not prejudge any right acquired in respect of any property before the charge is actually registered.Though there is no explicit clause/provision to the same effect in section 125 of the 1956 Act,this provision under section 77 only endorses the position as it was under the 1956 Act as well.
Registration of charge and issue of certificate[Section 77(2)of Companies Act,2013]
the charge is registered with the registrar under the sub-section (1) of section 77 of the Companies Act,2013,he or she shall issue a certificate of registration of such charge in such form and in such manner as may be prescribed to the company and,as the case may be, to the person in whose favor the charge is created.
Non-registration of charge[section 77(3) of Companies Act,2013]
In case no Charge is created by the company i.e., a charge is not registered and a certificate of registration is not issued by the registrar,then the charge shall not be taken into account by the liquidator or any other creditor.The sub-section (3) of section 77 of the 2013 Act shall prejudice any contract or obligation for the repayment of the money secured by a charge.
Registration of creation or modification of charge
For registration of charge as provided in sub-section (1) of sections 77,78 and 79,the particulars of the charge together with a copy of the instrument,if any,creating or modifying the charge in Form No.CHG-1(for other than debentures) or Form.No.CHG-9(for debentures),as the case may be,duly signed by the company and the register charge holder and filed with in a registrar within the period of thirty days of the date of creation or modification of along with the appropriate fee.
if the particulars of a charge are not filed within the aforesaid period,but filed within a three days of its creation or modification,the additional payment of fee shall be levied.
If the company fails to register the particulars of the charge with the registrar,within the period of thirty days of its creation and modification,the particulars of the charge together with a copy of the instrument,if any,creating or modifying such charge may be filed by the charge holder,in Form no.CHG-1 and Form no.CHG-9,as the case may be.duly signed along with the fee.
A copy of every instrument evidencing any creation or modification of charge and required to be filed with the registrar in pursuance of section 77,78 and 79 shall be verified as follows,
where the instrument or deed relates solely to the property situated outside India,the copy shall be verified by a certificate issued either under the seal of the company or under the hand of director or secretary of the company or authorised officer of the charge holder or under the hand of some person other than the company who is interested in the charge.
Certificate of registration of a charge
where the charge is registered with the Registrar under sub-section(1) of section 77 or section 78 ,he shall issue a certificate of registration of such charge in Form no.CHG-2.
where the particulars of the modification of charge is registered under section 79,the registrar shall issue a certificate of modification of charge in Form.No. CHG-3.
The certificate issued by the registrar under the sub-rule(1) and sub-rule(2) shall be conclusive evidence that the requirements of the chapter 6 of the Act and the rules made there under as to registration of creation or modification of charge,as the case may be ,have been compiled with,Rule 4 authorizes the Registrar to register condone a delay,in case there is a sufficient and reasonable ground for delay and on payment of additional fee,and rule 5 provides for application of Rule 4 on property acquired subject to charge.
Condonation of delay by the registrar
The Registrar may,on being satisfied that the company had sufficient cause for not filing the instrument of charge,if any,within the period of thirty days of the date of creation or modification of the charge allow the registration of the same after modification of charge on the payment of additional fee.
The application shall be made in Form No.CHG-1 and supported by a declaration from the company signed by its secretary or director of the company,which made for the delay.
Rectification of register of charges:
The instrument modifying a charge is not filed within a period of three hundred days from its creation (including optimization of a property respect to the charge)and where the satisfaction of the charge is not filed within thirty days from the date on which such payment of satisfaction ,the registrar shall not register the same unless the delay is condoned by the Central Government.
The application for condonation delay and for such other matters covered in the sub-clauses (a),(b) and(c) of the clause 1.The order passed by the Central Government under the sub-section(1) of the section 87 of the Act shall be required to be filed with the Registrar in Form.no.28 along with the fee.
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