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Section 77

Duty to register charges, etc

(1)
It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation:
Proviso

Provided that the Registrar may, on an application by the company, allow such registration to be made–

(a)
in case of charges created before the commencement of the Companies (Amendment) Act, 2019, within a period of three hundred days of such creation; or
(b)
in case of charges created on or after the commencement of the Companies (Amendment) Act, 2019, within a period of sixty days of such creation,

on payment of such additional fees as may be prescribed:

Proviso

Provided further that if the registration is not made within the period specified—

(a)
in clause (a) to the first proviso, the registration of the charge shall be made within six months from the date of commencement of the Companies (Amendment) Act, 2019, on payment of such additional fees as may be prescribed and different fees may be prescribed for different classes of companies;
(b)
in clause (b) to the first proviso, the Registrar may, on an application, allow such registration to be made within a further period of sixty days after payment of such ad valorem fees as may be prescribed.
Proviso

Provided that the Registrar may, on an application by the company, allow such registration to be made—

(a)
in case of charges created before the commencement of the Companies (Amendment) Ordinance, 2019 2018 , within a period of three hundred days of such creation; or
(b)
in case of charges created on or after the commencement of the Companies (Amendment) Ordinance, 2019 2018, within a period of sixty days of such creation,

on payment of such additional fees as may be prescribed:

Proviso

Provided further that if the registration is not made within the period specified—

(a)
in clause (a) to the first proviso, the registration of the charge shall be made within six months from the date of commencement of the Companies (Amendment) Ordinance, 2019 2018, on payment of such additional fees as may be prescribed and different fees may be prescribed for different classes of companies;
(b)
in clause (b) to the first proviso, 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.
Proviso

Provided that the Registrar may, on an application by the company, allow such registration to be made within a period of three hundred days of such creation on payment of such additional fees as may be prescribed:

Proviso

Provided further that if registration is not made within a period of three hundred days of such creation, the company shall seek extension of time in accordance with section 87:

Proviso

Provided also that any subsequent registration of a charge shall not prejudice any right acquired in respect of any property before the charge is actually registered.

Proviso

Provided also that this section shall not apply to such charges as may be prescribed in consultation with the Reserve Bank of India.

(2)
Where a charge is registered with the Registrar under sub-section (1), he shall issue a certificate of registration of such charge in such form and in such manner as may be prescribed to the company and, as the case may be, to the person in whose favour the charge is created.
(3)
Notwithstanding anything contained in any other law for the time being in force, no charge created by a company shall be taken into account by the liquidator appointed under this Act or the Insolvency and Bankruptcy Code, 2016, as the case may be, or any other creditor unless it is duly registered under sub-section (1) and a certificate of registration of such charge is given by the Registrar under sub-section (2).
(4)
Nothing in sub-section (3) shall prejudice any contract or obligation for the repayment of the money secured by a charge.

Company means a company incorporated under this Act or under any previous company law

Charge 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

Notes, amendments & references (15)

Form Nos. CHG-1 and CHG-9 of the Companies (Registration of Charges) Rules,2014 substituted vide MCA Notification dated 29.08.2022 regarding Companies (Registration of Charges) Second Amendment Rules, 2022. To view form CHG-1, Click here and form CHG-9, Click here.

Form Nos. CHG-1 and CHG-9 of the Companies (Registration of Charges) Rules,2014. To view forms, Click Here

Refer circular for Relaxation of time for filing of forms related to creation or modification of charges under Companies Act, 2013 dated 03.05.2021. To view the circular, Click Here

Refer Rule 3 and 4 -Companies (Registration of Charges) Rules,2014.To view the rule, Click Here

Refer circular dated 28.09.2020 on extension of Scheme for relaxation of timelines due to Covid-19. To view the circular, Click Here .

Refer circular dated 17.06.2020 on Scheme for relaxation of timelines due to Covid-19. To view the circular, Click Here .

Provided that Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Provided that Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here . To view the Ordinance, 2018 Click Here

2019 Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here . To view the Ordinance, 2018 Click Here

application Refer rule 3 and 4 and of the Companies (Registration of Charges) Rules,2014. To view the rule, Click Here

as may be prescribed: Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

Provided also that Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

To view the notification of Companies Amendment Act,2017 Click Here

Refer rule 6 of the Companies (Registration of Charges) Rules,2014. To view the rule, Click Here

Inserted vide The Insolvency and Bankruptcy Code, 2016. To view the amendment, Click Here