Charge under Companies Act 2013 and Rules made thereunder

MEANING:

Charge as per section 2(16) of the Companies act 2013 means an interest or lien created on the property or assets of a Company or any of its undertakings or both as security and includes a mortgage.

In simpler words, charge is a financial security created by the Company on its assets or property in lieu of securing the loan taken by the Company(s) from financial institutions/banks.

REGISTRATION OF CHARGE UNDER COMPANIES ACT 2013

1. As per section 77(1) and Rule 3 of Companies (Registration of charges) rules, 2014: every Company creating or modifying the charge, whether in India or outside, shall register the particulars of charge in the following forms, signed by the company and the charge holder within 30 days of the creation or modification of the charge.

a) Form No. CHG-1 for charges other than debentures

b) Form No. CHG-9 for debentures including modifications.

2. Registrar on an application by the company may allow company to register the charge after the above specified period, as below:

a) charges created before the commencement of the Companies (Amendment) Ordinance, 2019, within a period of three hundred days of such creation (270 days more after the expiry of 30 days).

b) charges created on or after the commencement of the Companies (Amendment) Ordinance, 2019, within a period of sixty days of such creation, on payment of such additional fees as may be prescribed. (30 normal days + 30 Additional days = 60 days)

Provided further that if registration is not made within the prescribed time period, then:

• in reference to point 2(a) above, the registration of the charges hall be made within six months from the date of commencement of the Companies (Amendment) Ordinance, 2019, on payment of such additional fees as may be prescribed and different fees may be prescribed for different classes of Companies
• in reference to point 2(b) above, the Registrar may, on an application, allow such registration to be made within a further period of sixty days after payment of such advalorem fees as may be prescribed.(after 60 days , as above, file an application to CG for extension and if approved, register the charge on payment of advalorem fees).

3. Registrar shall issue a certificate as follows :

• Form CHG-2 for registration of charge
• Form CHG-3 for modification of charge

As per section 78 of the Companies’ act 2013 and Rule 3 of Companies (Registration of charges) rules, 2014:

If Company fails to register the charge within the specified time period of 30 days , in that case charge holder, in whose favour the charge is created, may register the charge with the Registrar. and the Registrar may, on such application, within a period of fourteen days after giving notice to the Company, unless the Company itself registers the charge or shows sufficient cause why such charge should not be registered, allow such registration on payment of such fees, as may be prescribed and the charge holder may recover all the expenses (additional fees or advalorem fees), incurred by him, from the  Company.

SATISFACTION OF CHARGE

Company on payment or satisfaction of charge shall request the bank/financial institution no due certificate and thereafter, give intimation to the registrar in Form CHG-4 within a period of 30 days from the date of its satisfaction or payment.

Where the registrar, on being satisfied, will issue certificate to the Company of registration or satisfaction of charge in Form CHG-5.

REGISTER OF CHARGES:

Register of charges is to be maintained by the Company in Form CHG-7 and shall be kept at the registered office of the company and be preserved for a period of 8 years.

Hereby, below is the list of forms for easy reference.

LIST OF FORMS: