The Companies (Registration of Charges) Rules, 2014

MINISTRY OF CORPORATE AFFAIRS NOTIFICATION

New Delhi, the 31st March, 2014

G.S.R. 248(E).— In exercise of the powers conferred under Sections 77, 78, 79, 81, 82, 83, 84, 85, 87 read with Section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government’s) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely:—

1. Short title and commencement.-

(1) These rules may be called the Companies (Registration of Charges) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.

2. Definitions.-

(1) In these rules, unless the context otherwise requires,-

(a) ‘‘Act’’ means the Companies Act, 2013 (18 of 2013);

(b) ‘‘Annexure’’ means the Annexure appended to these rules;

(c) ‘‘Fees’’ means the fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(d) ‘‘Form’’ or “eforms” means form set forth in Annexure to these rules which shall be used for the matter to which it relates;

(e) ‘‘Regional Director’’ means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional ‘Director;

(f) ‘‘section’’ means the section of the Act.

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules.

3. Registration of creation or modification of charge.

(1) 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 thirty days of the date of creation or modification of charge along with the fee.

(2) If the particulars of a charge are not filed within the aforesaid period, but filed within a period of three hundred days of the date of such creation or modification, the additional fee shall be levied.

(3) If the company fails to register the particulars of the charge with the Registrar within the period of thirty 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.

(4) 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 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;

(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 authorised officer of the charge holder.

4. Condonation of delay by Registrar.-

(1) 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.

(2) 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.

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.

6. Certificate of registration. –

(1) 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

(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

(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.

7. Register of charges to be kept by the Registrar.-

(1) 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.

(2) The register shall be open to inspection by any person on payment of fee.

8. Satisfaction of charge.-

(1) A company shall within a period of thirty 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.

(2) 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.

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.

10. Company’s register of charges.-

(1) 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.

(2) 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.

(3) 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.

(4) 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.

11. Register open for inspection.-

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

(a) by any member or creditor of the company without fees;

(b) by any other person on payment of fee.

12. Condonation of delay and rectification of register of charges.-

(1) Where the instrument creating or modifying a charge is not filed within a period of three hundred 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 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.

(2) 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.

(3) 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.