Chapter III
Topic 52
1. Please note
that 'charge' includes a mortgage and it should be filed whether it is created inside or outside India and relates to
property situated either inside or outside India. [Section 124].
2. Verify whether your charges fall under any one of
the following categories:
(a) a charge for the purpose of securing any issue of debentures;
[Section 125(4)(a)]
(b) a
charge on uncalled share capital of the company; [Section 125(4)(b)]
(c) a charge on any immovable property, wherever situate, or any
interest therein; [Section 125(4)(c)]
(d) a
charge on any book debts of the company; [Section 125(4)(d)]
(e) a charge, not being a pledge, on any movable property of the
company; [Section 125(4)(e)]
(f) a floating charge on the undertaking or any property of the
company including stock‑in‑trade; [Section 125(4)(f)]
(g) a
charge on calls made but not paid; [Section 125(4)(g)]
(h) a
charge on a ship or any share in a ship; [Section 125(4)(h)]
(i) a charge on goodwill, on a patent or a licence under a
patent, on a trade mark or on a copyright or a licence under a copyright.
[Section 125(4)(i)].
3. If your charge falls under any of the categories
above, then file particulars of the charge with the concerned Registrar of
Companies within thirty days of making the charge in Form No. 8 in
triplicate and attach the following documents to it:
(i) A certified true copy of the instrument or deed by which the
charge is created or evidenced [Section 125(1) read with Rule 6];
(ii) Requisite
filing fee in cash as per Schedule X(5) of the Companies Act, 1956.
4. If, for unavoidable circumstances, you
are unable to file the particulars of the charge within thirty days, then file
it latest within sixty days of creating the charge after satisfying the
Registrar of Companies the reasons for delay, and after payment of such
additional fee for not exceeding ten times the amount of fee specified in
Schedule X as the Registrar of Companies may determine [Section 125(1)
Proviso].
5. Verify the copy of the instrument or deed mentioned
in item 3(i) above, before its filing, in the following manner:
(i) If the instruments or deed creating the charge relates
solely to property situate outside India, by a certificate either under the
seal of the company or under the hand of the director or manager or secretary
of the company or under the hand of some person interested in the mortgage or
charge on behalf of any person other than the company, stating that it is a
true copy.
(ii) If the instrument or deed creating the charge relates,
whether wholly or partly, to property situate in India, by a certificate of the
director, manager or secretary of the company stating that it is a true copy or
by a certificate of a public officer given under and in accordance with the
provisions of section 76 of the Indian Evidence Act, 1872. [Rule 6 of the Companies
General Rules and Forms].
6. In the case of a charge created out of India and
comprising solely of property situate outside India, file the particular of
the charge in Form No. 8 in triplicate within thirty days after the date on
which the instrument creating or evidencing the charge or a copy thereof
could, in due course of post and if despatched with due diligence, have been
received in India. [Section 125(5) read with Rules 6].
7. Along with Form No. 8 mentioned in item
3, forward to the concerned Registrar of Companies, the particulars of
charges in Form No. 13 also in triplicate with a fee of Rs. 50/‑ in cash
for being entered in the register of charges [Rule 6(c) read with Section 130].
8. If you want to pay the fee by a postal order (where
the amount of the fee is Rs. 50/‑ or less) then, draw the postal order in
favour of the "Pay and Accounts Officer" of the area concerned and
payable on a post office located at the same city or town where the Office of
the Registrar of Companies is situate. [Rule 22(3), Proviso].
9. If you do not wish to pay in either of the above
ways, then pay the required fee in any of the specified branches of the Punjab
National Bank by way of a treasury challan prepared in triplicate (the original
to be attached to the prescribed form to be filed) for credit.
10. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies
(Central Government's) General Rules and Forms, 1956 and as amended.vide GSR
251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account
head and code please see Rule 22(1) in Appendix 1.
11. Two copies will be given back to the depositor by
the respective Branch of the bank and the original copy should be given to the
Registrar of Companies.
12. The Department of Company Affairs at present has
changed the procedure of registration of charges made by the Registrars of
Companies.
13. In the revised procedure Form No. 8 and 13 and the
instrument evidencing the charge should be filed in triplicate under the
signature of both the company and the creditor along with requisite fees.
14. On receipt of the forms the concerned Registrar of
Companies will endorse on all the three copies including the accompanying
instrument by rubber stamp with the impression "Certified that the charge
above is Registered" and sign the same.
15. The company and creditor will get back the
duplicate and triplicate copies while first copy is retained by the Registrar
of Companies for his record.
16. Note that as per the Citizen's Charter of the
Department of Company Affairs, Schedule III, Serial No. 7, registration of
charge should be given by the Registrar of Companies within 2 working days.
[No. 5/25/99‑CL‑V; Press Note No. 9/99, dated 9‑8‑1999]
17. Please keep in mind that for not filing with the
Registrar for registration the particulars of any charge, the company and every
officer of the company will be punishable with fine upto Rs. 5000/‑ per
day during which the default continues. [Section 142(1)(a)].
18. Please also keep in mind that if your company makes
default in complying with any of the other requirements of the Act as to the
registration with the Registrar of any charge created by your company or of any
act connected therewith the company, and every officer of the company who is in
default shall be punishable with fine of Rs. 10,000/- without prejudice to any
other liability. [Section 142(2)].
19. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the form as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 53
1. Check whether you company has acquired any property
subject to charge and if so then file particulars of charge with the concerned
Registrar of Companies within thirty days after the date on which the
acquisition is completed in Form No. 8 along with Form No. 56 in triplicate and
attach the following documents to it:
(i) A certified true copy of the instrument by which the charge
is created or evidence. [Section 127(1) read with Rule 6]
(ii) Requisite filing fee 2 in cash or by postal order as per
Schedule X(5) of the Companies Act, 1956. Postal order is accepted upto Rs. 50/‑.
[Rule 22(3) Proviso]
2. If the property is situate and the charge was
created outside India file the charge in Form Nos. 8 and 56 in triplicate
within thirty days after the date on which a copy of the instrument could in
due course of post and if dispatched with due diligence have been received in
India. [Section 127(1), Proviso]
3. Have the copy of the instrument creating the charge
verified by a certificate either under the seal of the company or under the
hand of the director or manager or secretary of the company or under the hand
of some person interested in the mortgage or charge on behalf of any person
other than the company, stating that it is a true copy if the property acquired
subject to charge is solely situated outside India.
4. Along with Form No. 8 and 56 mentioned above, forward to the concerned Registrar of Companies, the particulars of charge of property acquired subject to charge in Form No. 13 also in triplicate with a fee of Rs. 50/‑ in cash for being entered in the register of charges. [Rule 6(c) read with section 130]
5. If you want to pay the fee by postal order (where
the amount of fee is Rs. 50/‑ or less) then, draw the postal order in
favour of the "Pay and Accounts Officer" of the area concerned and
payable on a post office located at the same city or town where the office of
the Registrar of Companies is situate. [Rule 22(3), proviso]
6. If you do not wish to pay in either of the above
ways, then pg the required fee in any of the specified branches of the Punjab
National Bank byway of a treasury challan prepared in triplicate (the original
to be attached to the prescribed form to be filed) for credit.
7. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies (Central
Government's) General Rules and Forms, 1956 and as amended vide GSR 251(E),
dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account head
and code please see Rule 22(1) in Appendix 1.
8. Two copies will be given back to the
depository by the respective branch of the bank and the original copy should be
given to the Registrar of Companies.
9. File Form No. 8, Form No. 56 and Form no. 13 and the instrument evidencing the charge in
triplicate under the signature of both the company and the creditor along with
requisite fees.
10. On receipt of the forms the concerned Registrar of
Companies will endorse on all the three copies including the accompanying
instrument by rubber stamp with the impression "Certified that the charge
above is registered" and sign the same.
11. The company and creditor will get back the
duplicate and triplicate copies while first copy is retained by the Registrar
of Companies.
12. Note that as per the Citizen's Charter of the
Department of Company Affairs, Schedule III, Serial No. 7, registration of
charge should be given by the registrar of Companies within 2 working
days. [No. 5/25/99‑CL‑V, Press note No. 9/99, dated 9‑8‑1999].
13. Please keep in mind that if default is made in
complying with the aforesaid requirement of filing the particulars of charge of
properties subject to which the property is acquired, the company and every
officer of the company who is in default will be punishable with fine upto Rs.
5000/-, [Section 127(2)]
14. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the form as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 54
1. File with the concerned Registrar of Companies
within thirty days after the execution of the deed containing the charge or
after the execution of any debentures of a series (if there is no such deed)
particulars of the charge created in Form No. 10, in triplicate.
2. If there is more than one issue of debentures in
the series, then file with the Registrar particulars of the date and amount of
each issue along with the Form No. 10 in triplicate mentioned above. [Section 128, Proviso].
3. If any commission, allowance or discount, has been
paid or made either directly or indirectly by the company to any person for
subscribing or procuring or for agreeing to subscribe or procure any debentures
in the issue of a series of debentures, then include in the particulars of the
charge to be filed with the Registrar of Companies under item 1 above also the
particulars as to the amount or rate
per cent of the commission, discount or allowance paid or made. [Section 129].
4. File Form No. 101 in triplicate with
the concerned Registrar of Companies after attaching to it the following
documents:
(i) A certified true copy of the instrument or deed creating or
evidencing the charge verified in the prescribed manner or if there is no such
deed then one of the debentures of the series;
(ii) Requisite
filing fee in cash as per Schedule X(5) of the Companies Act, 1956.
5. The particulars to be mentioned in the Form No. 101 are:
(i) the
total amount secured by the whole series;
(ii) the dates of the resolutions authorising the issue of the
series and date of the covering deed, if any, by which the security is created
or defined;
(iii) a
general description of the property charged;
(iv) the
names of the trustees, if any, for the debenture‑holders.
6. If the fee is paid by a demand draft,
then draw in favour of the concerned Registrar of Companies.
7. If you do not wish to pay in the above way then pay
the requisite filing fee in any of the specified branches of the Punjab
National Bank by way of a treasury challan prepared in triplicate (the original
to be attached to the prescribed form to be filed) for credit.
8. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies
(Central Government's) General Rules and Forms, 1956 and as amended vide GSR
251(E), dated 21‑6‑1996 (w.e.f 21‑6‑1996). For account
head and code please see Rule 22(1) in Appendix 1.
9. Verify the copy of the instrument or deed creating
or evidencing the charge as mentioned in Item 4(i) by a Certificate of the director,
manager or secretary of the Company stating that it is a true copy or by a certificate of a public officer
given under and in accordance with the provisions of Section 76 of the Indian
Evidence Act, 1872. [Rule 6].
10. Along with Form No. 10 mentioned in item 1, forward to the concerned Registrar of Companies, the particulars of
charges in Form No. 13 in triplicate with a fee of Rs. 50/- in cash, for being
entered in the register of charges. [Rule 6(c) read with Section 130]
11. The Department of Company Affairs has changed the
procedure of registration of charges made by the Registrars of Companies [Vide
Circular No. 1/95, File No. 14/6/94‑CL‑V, dated 16‑2‑1995].
12. In the revised procedure Form No. 10 and 13 and the
instrument evidencing the charge should be filed in triplicate under the
signature of both the company and the creditor along with requisite fees and
the concerned Registrar of Companies will endorse on all the three copies
including the accompanying instrument by rubber stamp with the impression
"Certified that the charge above is Registered" and sign the same.
13. The company and the charge holder will get back the
duplicate and triplicate copies while first copy is retained by the Registrar
of Companies for his record.
14. Note that as per the Citizen's Charter of the
Department of Company Affairs, Schedule III, Serial No. 7, registration of
charge should be given by the Registrar of Companies within 2 working days.
[No. 5/25/99‑CL‑V, Press Note No. 9/99, dated 9‑8‑1999]
15. Please keep in mind that if default is made in
filing with the Registrar for registration the particulars of the issues of
debentures of series, the company and every officer of the company who is in
default will be punishable with fine of upto Rs. 5000/‑ per day during
which the default continues. [Section 142(1)(c)].
16. Please also keep in mind that if your company makes
default in complying with any of the other requirements of the Act as to the
registration with the Registrar of any charge created by your company or of any
act connected therewith the company, and every officer of the company who is in
default will be punishable with fine of upto Rs. 10,000/- without prejudice to
any other liability. [Section 142(2)].
17. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the form as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 55
DO
YOU WISH TO MODIFY THE EXISTING CHARGES? [SECTION 135]
1. If any term or condition or the extent or operation
of any charge registered by the company under Section 125 is modified, then,
particulars of such modification should be sent to the concerned Registrar of
Companies. [Section 135].
2. File particulars of modifications with the
concerned Registrar of Companies in Form No. 8, in triplicate.
3. As the time‑limit for filing particulars of
modification of charge is the same as for the original charge, file it within
thirty days or at the latest within thirty seven days of the modification. [Section 135].
4. Attach
to Form No. 8, showing particulars of modification of charge, the following
documents:
(i) A certified true copy of the agreement or other instrument
modifying the existing charges registered with the Registrar of Companies;
(ii) Requisite
filing fee in cash, as per Schedule X(5) of the Companies Act, 1956;
(iii) A certified true copy of the registration certificate of the
charge already registered with the Registrar of Companies and now being
modified.
5. Along with Form No. 8 mentioned in item
2 above, forward to the concerned Registrar of Companies the particulars
of modification of charges in Form No. 13 also in triplicate with a fee of Rs.
50/‑ in cash for being entered in the register of charges. [Rule 6(c)
read with section 130].
6. If you do not wish to pay in the above way, then pay
the requisite filing fee in any of the specified branches of the Punjab
National Bank by way of a treasury challan prepared in triplicate and paid in
cash the original to be attached to the prescribed form to be filed for credit.
7. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies
(Central Governmient's) General Rules and Forms, 1956 and as amended vide GSR
251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account
head and code please see Rule 22(1) in Appendix 1.
8. Two copies will be given back to the depositor by
the respective branch of the bank and the original copy should be given to the
Registrar of Companies.
9. The Department of Company Affairs, has changed the
procedure of registration of charges made by the Registrars of Companies. [Vide
Circular No. 1/95, File No. 14/6/94‑CL‑V, dated 16‑2‑1995].
10. In the revised procedure Form Nos. 8 and 13 and the
instrument modifying the charge should be filed in triplicate under the signature
of both the company and the charge holder alongwith requisite fees and the
concerned Registrar of CompanieS6 will endorse on all the three copies
including the accompanying instrument by rubber stamp with the impression
"Certified that the charge above is Registered" and sign the same.
11. The company and the charge holder will
get back the duplicate and triplicate copies while
first copy is retained by the Registrar of Companies for his record.
12. Note that as per the Citizen's Charter of the Department
of Company Affairs, Schedule III, Serial No. 7, registration of modification of
charge should be given by the Registrar of Companies within 2 working days. [No. 5/25/99‑CL‑V,
Press Note No. 9/99, dated 9‑8‑1999]
13. Please keep in mind that if default is made in
filing with the Registrar of Companies for registration the modification of
existing charge, the company and every officer of the company who is in default
will be punishable with fine upto Rs. 5000/‑ per day during which the
default continues. [Section 142(1)]
14. Please keep in mind that if your company makes any
default in complying with any of the other requirements of the Act as to
registration with the Registrar or of any act connected therewith, the company
and every officer of the company who is in default will be punishable with fine
upto Rs. 10,000/‑.
15. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the forrn as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 56
1. (a) Where an order is obtained from the
Court appointing receiver or manager of the property of the company; or
(b) where a receiver or manager is appointed on behalf of the
debentureholders or other creditors of the company secured by a charge under
any powers contained in the debenture trust deed or other instrument;
then, follow the procedure mentioned hereunder.
2. Give noticel to the concerned Registrar of
Companies' in Form No. 15 within thirty days of the passing of such order or of
making the appointment.
3. Attach
to the notice in Form No. 15 the following documents :
(i) A certified true copy of the order of the Court where the
receiver or manager is appointed by the order of the Court;
(ii) A certified true copy of the deed of instrument where such
appointment is made under the powers contained in a deed or an instrument;
(iii) Requisite
fee in cash, as per Schedule X(5) of the Companies Act, 1956.
4. If you do not wish to pay in the above way, then
pay the requisite filing fee in any of the specified branches of the Punjab
National Bank by way of a treasury challan prepared in triplicate (the original
to be attached to the prescribed form to be filed) for credit.
5. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies
(Central Govermnent's) General Rules and Forms, 1956 and as amended vide GSR
251(E), dated 21‑6‑1996 (w.ef 21‑6‑1996). For account
head and code please see Rule 22(1) in Appendix 1.
6. Two copies will be given back to the
depositor by the respective branch of the bank and the original copy should be
given to the Registrar of Companies.
7. Give noticet again the Registrar of
Companies in Form 16 within thirty day of such persons ceasing to act as such.
[Section 137(2)]
8. Please keep in mind that if any person makes
default in complyin with of the above requirements, he will be punishable with
fine upto Rs. 5000/- for every day during which the default continues. [Section
137(3)]
9. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the form as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 57
DO
YOU WISH TO FILE SATISFACTION OF CHARGE? [SECTION 138]
1. Verify whether the charges created by you and
registered under section 125 are due for payment in full, or are satisfied
through release of the propertycharged or otherwise.
2. Make the payment so due and within thirty days of
making full payment or within thirty days of the charge being satisfied
otherwise, file with the concemed Registrar of Companies an intimation in Form
No. 17, in triplicate.
3. File Form No. 17 as aforesaid after obtaining the
signatures of the lender company and the banks financial institutions. The
Registrar' will return two copies of the said Form after endorsing the fact
that the same has been registered.
4. Attach
to the intimation in Form No. 17 above, the following documents:
(i) A certified true copy of the registration certificate of the
charge given by the Registrar of Companies under Section 132 for which the
intimation of full payment or satisfaction is now being given to the Registrar
of Companies;
(ii) A certified true copy of the receipt of full payment made or
a certified true copy of any other document satisfying the charge;
(iii) Requisite
fee in cash as per Schedule X(5) of the Companies Act, 1956.
5. Along with Form No. 17 mentioned in items 2 and
3 above, forward to the concerned Registrar of Companies, the particulars of
satisfaction of charge, in Form No. 13 also in triplicate with a fee of Rs. 50/‑
in cash for being entered in the register of charges. [Rule 6(c) read with
section 130].
6. If you want to pay the fee by a postal order (where
the amount is Rs. 50/- or less), then draw the postal order in favour of the
Pay & Accounts Officer of the area concerned and payable on a post office
located at the same city or town where the office of the Registrar of Companies
is situated. [Rule 22(3), Proviso].
7. If you do not wish to pay in either of the above
two ways, then pay the requisite filing fee in any of the specified branches of
the Punjab National Bank by way of a treasury challan prepared in triplicate
(the original to be attached to the prescribed form to be filed) for credit.
8. The description of the Head of account of the
treasury challan should be as prescribed under Rule 22(1) of the Companies
(Central Govemment's) General Rules and Forms, 1956 and as amended vide GSR
251(E), dated 21‑6‑1996 (w.e.f. 21‑6‑1996). For account
head and code please see Rule 22(1) in Appendix 1.
9. Two copies will be given back to the
depositor by the respective branch of the bank and the original copy should be
given to the Registrar of Companies.
10. The Department of Company Affairs has changed the
procedure of registration of charges made by the Registrars of Companies. [Vide Circular No. 1/95,
File No. 14/6/94‑CL‑V, dated 16‑2‑ 1995].
11. In the revised procedure Forrn No. 17 and 13 and
the instrument evidencing satisfaction of charge in full should be filed in
triplicate under the signature of both the company and the charge holder
alongwith requisite fees and the concerned Registrar of Companies will endorse
on all the three copies including the accompanying instrument by rubber stamp
with the impression "Certified that the charge above is Registered"
and sign the same.
12. The company and the charge holder will get back the
duplicate and triplicate copies while first copy is retained by the Registrar
of Companies for his record.
13. Keep in mind that the Registrar of
Companies will not issue any notice to the charge holder under section 138(2)
of the Act as to why the satisfaction should not be recorded as intimated to
the Registrar if Form No. 17 is signed by both the parties and filed in
triplicate.
14. Note that as per the Citizen's Charter of the
Department of Company Affairs, Schedule III, serial No. 7, registration of
satisfaction of charge should be given by the Registrar of Companies within 2
working days. [No. 5/25/99‑CLV, Press Note No. 9/99, dated 9‑8‑1999.]
15. Please keep in mind that if default is made in
filing with the Registrar for registration the particulars of the payment or
satisfaction of a debt in respect of which a charge has been registered, the
company and every officer of the company who is in default will be punishable
with fine of upto Rs. 5000/‑ per day during which the default continues.
[Section 142(1)].
16. Please also keep in mind that if your company makes
default in complying with any of the other requirements of the Act as to the
registration with the Registra? of any charge created by your company or of any
act connected therewith, the company, and every officer of the company who is
in default will be punishable with fine of upto Rs. 10,000/‑ without
prejudice to any other liability. [Section 142(2)]
17. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has duly filed the form as stated in
Annexure B to this Certificate with the Registrar of Companies within the
prescribed time under the Act and the rules made thereunder as per paragraph 2
of the Form of Compliance Certificate appended to the Companies (Compliance
Certificate) Rules, 2001. [Section 383‑A(1) proviso].
Topic 58
1. Keep in mind that your company
mustmaintain a register of charges at the registered office of your company.
[Section 143(1)]
2. Ensure that the following particulars are entered
in the said register of charges maintained by the company of all charges
specifically affecting property of the company and all floating charges on the
undertaking or on any property of the company:
(i) a
short description of the property charged;
(ii) the
amount of the charge;
(iii) the
names of the persons entitled to the charge except in the case of securities of
bearer;
(iv) the
date on which the charge is filed with the Registrar of Companies;
(v) the remarks column which will contain the date on which the
charge is registered, the date on which the charge is modified and the date on
which the charge is satisfied.
3. Note that although there is no time specified in
the Act within which the aforesaid particulars are to be entered in the
register of charges in Section 143 of the Act, but the said particulars should
be entered within thirty days of creation, modification or satisfaction of the
charge or as soon as the charge is filed with the Registrar of Companies for
creation, modification or satisfaction, whichever is earlier.
4. Further note that if any officer of the company
knowingly omits or wil fully authorises or permits the omission of any entry
required to be made in pursuance of section 143(1) he will be punishable with
fine of upto Rs. 5000/-, [Section 143(2)]
5. Keep a copy of every instrument creating any charge
requiring registration at the registered office of the company and in case of a
series of debentures, keep only a copy of one debenture of the series. [Section
136]
6. Keep the register of charges and also the copies of
instruments creating charges open for inspection at the registered office of
the company during business hours for such time as may be fixed by the company
in a general meeting so that not less than two hours in each day are allowed
for such inspection to any creditor or member of the company without any fee. [Section 144(1)]
7. Keep the register of charges and also the copies of
instruments creating charges open for inspection as aforesaid to any person
other than any creditor or member of the company on payment of a fee of such
sum as may be prescribed. [Section 144(2)]
8. Note that if the inspection of register of charges
as aforesaid is refused then the company and every officer of the company who
is in default will be punishable with fine of upto Rs. 500/‑ and with a further
fine of upto Rs. 200/‑ per day during which the refusal continues.
[Section 144(3)]
9. Note that if your company's paid‑up share
capital is less than Rs. 50 lakhs but is equal to or more than Rs. 10 lakhs,
your company is required to obtain a Compliance Certificate from a secretary in
whole‑time practice to be filed with the Registrar of Companies
mentioning therein that the company has kept and maintained the register as
stated in Annexure A to this Certificate as per the provisions and the rules
made therelinder as per paragraph 1 of the Form of Compliance Certificate
appended to the Companies (Compliance Certificate) Rules, 2001. [Section 383‑A(1)
proviso].