Item: Procedure For Registration of Charge With ROC
Author: Muhammed Fasil K

Procedure For Registration of Charge With ROC

If a company has passed special resolutions under Section 180(2) of the Companies Act, 2013, authorizing its Board of directors to borrow funds for the requirements of the company and under Section 180(1)(a) of the Companies Act, 2013, authorizing its Board of directors to create charge on the assets and properties of the company to provide security for repayment of the borrowings in favour of the financial institutions/banks or lenders and in the exercise of that authority has signed the loan documents and now proposes to have the charge, created by it, registration with the ROC, should follow the procedure detailed below:

1. Where the special resolution is passed as required under section 180 of the Companies Act, 2013 ,form MGT14 of the Companies (Management and Administration) Rules, 2014 is to be filed with the registrar.

2. According to section 77 of the Companies Act, 2013 every company creating any charge created within or outside India on property or assets or any of the company’s undertakings whether tangible or otherwise, situated in or outside India shall have to be registered.,For the purpose of creating/ modifying a charge file particulars of the charge with the concerned Registrar of Companies within thirty days of creating the Form No.CHG-1 (for other than Debentures) or Form No.CHG-9 (for debentures including rectification), as the case may be.

Attach the following documents with e-Form No. CHG-9 / CHG-1:

A certified true copy of every instrument evidencing any creation or modification of charge. In case of the joint charge and consortium finance, particulars of other shareholders.

Instrument(s) evidencing creation or modification of charge in case of acquisition of property which is already subject to charge together with the instrument evidencing such acquisitions

3. Payment of fees can be made online in accordance with Annexure ‘B’ of Companies (Registration offices and fees) Rules, 2014. Electronic payments through internet can be made either by credit card or by internet banking facility.

4. If the particulars of charge cannot be filed within thirty days due to unavoidable reasons, then it may be filed within three hundred days of such creation after payment of such additional fee as prescribed in with Annexure ‘B’ of Companies (Registration offices and fees) Rules, 2014.

5. Such application for delay to the registrar 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.

6. Verification of every instrument evidencing any creation or modification of charge, 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 authorised officer of the charge holder or under the hand of some person other than the company who is interested in the mortgage or charge.

7. Verification of every instrument evidencing any creation or modification of charge, 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 authorised officer of the charge holder.

8. Where a charge is registered with the Registrar obtain a certificate of registration of such charge in Form No.CHG-2. Where the particulars of modification of charge is registered the Registrar shall issue a certificate of modification of charge in Form No. CHG-3.

9. A company shall within a period of thirty days from the date of the payment or satisfaction in full of any charge registered, give intimation of the same to the Registrar in Form No.CHG-4 along with the fee as prescribed in with Annexure ‘B’ of Companies (Registration offices and fees) Rules, 2014.

10. Where the Registrar enters a memorandum of satisfaction of charge in full obtain a certificate of registration of satisfaction of charge in Form No.CHG-5

11. Incorporate changes in relation to creation, modification and satisfaction of charge in the register of charges maintained by the company 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. Such register is to be kept at its registered office of the company.

12. All the entries in the register shall be authenticated by a director or the secretary of the company or any other person authorised by the Board for the purpose.

13. The register of charges shall be preserved permanently and the instrument creating a charge or modification thereon shall be preserved for a period of eight years from the date of satisfaction of charge by the company.

14. Where the satisfaction of the charge is not filed with the Registrar within thirty days from the date on such payment of satisfaction, an application for condonation of delay shall be filed with the Central Government in Form No.CHG-8 along with the fee as prescribed in with Annexure ‘B’ of Companies (Registration offices and fees) Rules, 2014.

15. Where the instrument creating or modifying a charge is not filed with the Registrar within a period of three hundred days from the date of its creation (including acquisition of a property subject to a charge) or modification an application for condonation of delay shall be filed with the Central Government in Form No.CHG-8 along with the fee as prescribed in with Annexure ‘B’ of Companies (Registration offices and fees) Rules, 2014.

16. The order passed by the Central Government 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.

17. For all other matters other than condonation of delay, application shall be made to the Central government in Form No.CHG-8 along with the fee.

Procedure for Creation of Charge

Draft Board Resolution for Creation of Charge

E-book on draft resolutions and procedures

Procedure For Registration of Charge With ROC

Procedure For Registration of Charge With ROC

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