Companies Rules – Registration Of Charges

Rule 3 – Registration of creation or modification of charge

• For registration of charge as provided in subsection (1) of Section 77, Section 78 and Section 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 charge holder and filed with the Registrar within a period of 30 days of the date of creation or modification of charge along with the fee.
• If the particulars of a charge are not filed within the aforesaid period, but filed within a period of 300 days of the date of such creation or modification, the additional fee shall be levied.
• If the company fails to register the particulars of the charge with the Registrar within the period of 30 days of its creation or 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 or Form No CHG-9, as the case may be, duly signed along with 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 or 79 shall be verified as follows-
  (a) 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 any director or company secretary of the company or an authorized officer of the charge holder or under the hand of some person other than the company who is interested in the mortgage or charge;
  (b) where the instrument or deed relates, whether wholly or partly, to the property situated in India, the copy shall be verified by a certificate issued under the hand of any director or company secretary of the company or an authorized officer of the charge holder.

Rule 4 – Condonation of delay by Registrar

• The Registrar may, on being satisfied that the company had sufficient cause for not filing the particulars and instrument of charge, if any, within a period of thirty days of the date of creation of the charge, allow the registration of the same after thirty days but within a period of three hundred days of the date of such creation of charge or modification of charge on payment of additional fee.
• The application for delay shall be made in Form No CHG-1 and supported by a declaration from the company signed by its secretary or director that such belated filing shall not adversely affect rights of any other intervening creditors of the company.

Rule 5 – Application of rules in certain matters

The provisions of rule 4 shall apply, mutatis mutandis, to the registration of charge on any property acquired subject to such charge and modification of charge under Section 79 of the Act.

Rule 6 – Certificate of registration

• Where a 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 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 sub-rule (1) and sub-rule (2) shall be conclusive evidence that the requirements of Chapter VI of the Act and the rules made thereunder as to registration of creation or modification of charge, as the case may be, have been complied with.

Rule 7 – Register of charges to be kept by the Registrar

• The particulars of charges maintained on the Ministry of Corporate Affairs portal (www.mca.gov.in/MCA21) shall be deemed to be the register of charges for the purposes of Section 81 of the Act.
• The register shall be open to inspection by any person on payment of fee.

Rule 8 -Satisfaction of charge

• A company or charge holder shall within a period of 300 days from the date of the payment or satisfaction in full of any charge registered under Chapter VI, give intimation of the same to the Registrar in Form No CHG-4 along with the fee.
• Where the Registrar enters a memorandum of satisfaction of charge in full in pursuance of Section 82 or 83, he shall issue a certificate of registration of satisfaction of charge in Form No CHG-5.

Rule 9 – Intimation of appointment of Receiver or Manager

The notice of appointment or cessation of a receiver of, or of a person to manage, the property, subject to charge, of a company shall be filed with the Registrar in Form No CHG-6 along with fee.

Rule 10 – Company’s register of charges

• Every company shall keep at its registered office a register of charges in Form No CHG-7 and enter therein particulars of all the charges registered with the Registrar on any of the property, assets or undertaking of the company and the particulars of any property acquired subject to a charge as well as particulars of any modification of a charge and satisfaction of charge.
• The entries in the register of charges maintained by the company shall be made forthwith after the creation, modification or satisfaction of charge, as the case may be.
• Entries in the register shall be authenticated by a director or the secretary of the company or any other person authorized by the Board for the purpose.
• The register of charges shall be preserved permanently and the instrument creating a charge or modification thereon shall be preserved for a period of 8 years from the date of satisfaction of charge by the company.

Rule 11 – Register open for inspection

The register of charges and the instrument of charges kept by the company shall be open for inspection –

• by any member or creditor of the company without fees
• by any other person on payment of fee

Rule 12 – Condonation of delay and rectification of register of charges

• Where the instrument creating or modifying a charge is not filed within a period of 300 days from the date of its creation (including acquisition of a property subject to a charge) or modification and where the satisfaction of the charge is not filed within 30 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 of delay and for such other matters covered in sub-clause (a), (b) and (c) of clause (i) of sub-section (1) of Section 87 of the Act shall be filed with the Central Government in Form No CHG-8 along with the fee.
• The order passed by the Central Government under sub-section (1) of section 87 of the Act shall be required to be filed with the Registrar in Form No INC-28 along with the fee as per the conditions stipulated in the said order.

CHG-1

Application for registration of creation, modification of charge (other than those related to debentures)

Within 30 days of the date of creation or modification of charge

CHG-9

Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures

Within 30 days of the date of creation or modification of charge

CHG-2

Certificate of registration of charge

To be given by ROC

CHG-3

Certificate of registration of modification of charge

To be given by ROC

CHG-4

Particulars of satisfaction of charge thereof

Within 30 days from date of payment or satisfaction in full of any charge registered

CHG-5

Memorandum of satisfaction of charge

To be given by ROC

CHG-6

Notice of appointment or cessation of receiver or manager

To be filed by the company

CHG-7

Register of charges

To be preserved by the company for a period of 8 years

CHG-8

Application to CG for extension for filing particulars on registration of creation / modification / satisfaction of charge or for rectification of omission or misstatement of any particular in respect of creation / modification / satisfaction of charge

When to file
Non-creation / non-modification

within 300 days
Non-satisfaction within 30 days