6.charges 2

Download as pdf or txt
Download as pdf or txt
You are on page 1of 12

CHAPTER 6 Registration of Charges

REGISTRATION OF CHARGES
(Chapter VI of the Companies Act, 2013 consisting of Sections 77 to 87, and the
Companies (Registration of Charges) Rules, 2014)
Chapter VI of the Companies Act, 2013
Registration of Charges
Section Marginal Heading

77 Duty to register charges, etc.

78 Application for Registration of Charge

79 Section 77 to apply in certain matters

80 Date of notice of charge

81 Register of charges to be kept by Registrar

82 Company to report satisfaction of charge

83 Power of Registrar to make entries of satisfaction and release in


absence of intimation from company

84 Intimation of appointment of receiver or manager

85 Company’s Register of Charges

86 Punishment for Contravention

87 Rectification by CG in Register of Charges

1. REGISTRATION OF CHARGE BY THE COMPANY (Section 2(16) and Section 77, 79 and
80)
a. What is the effect of non-registration of a charge under Companies Act,
2013? (May 2002)
b. What is the concept of ‘Charge’ under the provisions of the Companies Act,
2013 (May 2004)
c. What do you understand by ‘Charge’ under the Companies Act, 2013? (May
2006)
d. What is the effect of non-registration of a charge required to be
registered under the Act? Explain. (Nov. 2006)
e. Define the term “Charge”. (Nov.2014)
f. State the particulars that are required to be filled with the Registrar of
Companies in case debentures are secured by way of a charge on certain
immovable assets of the company. (Nov.2017)

CA KOUSHIK MUKHESH 227 CONCEPT BOOK


CHAPTER 6 Registration of Charges

g. Explain the term ‘Charge’. State the circumstances under which necessity
to create a charge arises. What is the time limit for registration of charge
with the Registrar? (May 2018)
h. What is the time limit for registration of charge with the Registrar? (Nov.
2018)
(A) Provisions contained in the Act
Definition of ‘Charge’ means an interest or lien created on the property or
Charge [Section assets of a company or any of its undertakings or both as security
2(16)] and includes a mortgage.
Legal (a) Where a company creates a charge on any of its assets,
provisions property or undertaking, it shall be the duty of the company to
relating to register such charge.
registration of (b) Section 77 requires registration of every charge created on any
charge by the property of the company, whether such property is –
company i) Movable or immovable;
ii) Tangible or intangible;
iii) Situated in India or outside India.
(c) The charge shall be registered with the Registrar within 30
days of its creation.
(d) The charge shall be registered in such form, in such manner
and on payment of such fees, as may be prescribed.
(e) The prescribed from containing the particulars of the charge
shall be signed by the company and the charge-holder.
(f) The instrument creating the charge, if any, shall also be filed
with the Registrar.
Condonation of Where a charge is not registered within 30 days of its creation, the
delay for non- position shall be as follows:
filing within 30 Case 1: The (a) The company may make an application to
days charge was the Registrar for condonation of delay.
created before (b) The Registrar may allow the registration of
the the charge after 30 days of its creation, but
Commencement within 300 days of creation of charge.
of the (c) The company shall pay such additional fees
Companies as may be prescribed.
(Amendment) (d) If the charge is not registered within 300
Act, 2019 days of creation of charge as per points (a),
(b) and (c) above, the charge shall be
registered within 6 months from the date of
Commencement of the Companies
(Amendment) Act, 2019, on payment of
such additional fees as may be prescribed.
Case II: The (a) The company may make an application to
charge was the Registrar for condonation of delay.
created on or (b) The Registrar may allow the registration of
after the the charge after 30 days of its creation, but
Commencement within 60 days of creation of charge, on
of the payment of such additional fees by the
Companies company as may be prescribed.
(Amendment) (c) If the charge is not registered within 60
Act, 2019 days of creation of charge, the Registrar

CA KOUSHIK MUKHESH 228 CONCEPT BOOK


CHAPTER 6 Registration of Charges

may, on an application, allow such


registration to be made within a further
period of 601 days after payment of such
advalorem fees as may be prescribed.
Effect of Where a charge is not registered within 30 days of its creation, but
Subsequent is registered subsequently any such subsequent registration shall
Registration not prejudice any right acquired by any person before the charge
is actually registered, in respect of the property which is the
subject matter of charge.
Certificate of (a) On registration of a charge, the Registrar shall issue a
registration certificate of registration of charge in such form and manner,
as may be prescribed.
(b) The certificate shall be issued to the company and the charge-
holder.
Effects of non- Validity of § If the winding up (i.e. liquidation) of the
registration unregistered company commences, the unregistered
charge charge shall become void (i.e. the liquidator
shall not take into account the unregistered
charge) and Consequently, the unregistered
charge-holder shall become an unsecured
creditor. The company shall continue to be
liable for the repayment of the money secured
by the charge, i.e. the obligation of the
company to repay the amount secured by the
charge shall remain unaffected.
§ If the winding up of the company is not
commenced, the unregistered charge shall
continue to be valid, and Consequently, the
unregistered charge-holder shall continue to
be a secured creditor.
Priority of If the company creates a subsequent charge
subsequent which is registered, such subsequent registered
registered charge shall have priority over the previous
charge unregistered charge.
Punishment The company and every officer of the company
for who is in default shall be liable for punishment as
contravention provided Under Section 86.
Applicability of As per Section 79, the provisions of Section 77 shall apply to –
Section 77 in (a) Any property acquired by a company, which is already a
certain cases subject matter of charge; and
(Section 79) (b) Modification in the terms or conditions or the extent or
operation of any charge registered Under Section 77.
Deemed notice Where a charge on any property of the company is registered
of charge Under Section 77, then, any person acquiring such property or any
(Section 80) interest in such property, shall be deemed to have notice of the
charge from the date of such registration.
Non- The provisions contained in Section 77 shall not apply to such
applicability of charges as may be prescribed by CG in consultation with R.B.I.
Section 77

CA KOUSHIK MUKHESH 229 CONCEPT BOOK


CHAPTER 6 Registration of Charges

(B) Provisions contained in the Companies (Registration of Charges) Rules, 2014


Registration of (a) For registration of charge as provided in Sub-Section (1) of
Creation or Section 77, Section 78 and Section 79, the particulars of the
Modification of charge together with a copy of the instrument, if any, creating
Charge (Rule 3) or modifying the charge in Form No. CHG-1 (for deposits other
than Debentures) or Form No. CHG-9 (for debentures
including rectification), as the case may be, duly signed by the
company and the charge holder, shall be filed with the
Registrar within a period of 30 days of the date of creation or
modification of charge along with the fee.
(b) If the particulars of a charge are not filed with the Registrar
within a period of 30 days of the date of creation or
modification of charge, such creation or modification shall be
filed in Form No. CHG-1 (for deposits other than Debentures)
or Form No. CHG-9 (for debentures including rectification), as
the case may be –
i) After 30 days of creation of charge, but within 60 days of
creation of charge, on payment of such additional fees as
may be prescribed in the Companies (Registration of
Offices and Fees) Rules, 2014.
ii) After 60 days of creation of charges, within a further
period of 60 days, on payment of such advalorem fees as
may be prescribed in the Companies (Registration of
Offices and Fees) Rules, 2014.
(c) Where the company fails to register the charge within a period
of 30 days of the date of creation or modification of charge and
the registration is effected on the application of the charge-
holder, such charge-holder shall be entitled to recover from
the company the amount of any fees or additional fees or
advalorem fees paid by him to the Registrar for the purpose of
registration of charge.
(d) A copy of every instrument evidencing any creation or
modification of charge and required t be field with the
Registrar in pursuance of Section 77, 78 or 79 shall be verified
as follows:
i) 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, if any, 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;
ii) 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.
(e) Nothing contained in Rule 3 shall apply to any charge required
to be created or modified by a banking company Under Section
77 in favour of R.B.I. when any loan or advance has been made

CA KOUSHIK MUKHESH 230 CONCEPT BOOK


CHAPTER 6 Registration of Charges

to it Under Section 17 of the Reserve Bank of India Act, 1934.


Application to (a) Where the Registrar is satisfied that a company had sufficient
Registrar cause for not filing the particulars and instrument of charge, if
(Rule 4) any, within a period of 30 days of the date of creation of the
charge including modification thereto, the Registrar may allow
the registration of the charge including modification thereto –
i) After 30 days of creation of charge, but within 60 days of
creation of charge, on payment of such additional fees as
may be prescribed in the Companies (Registration of
Offices and Fees) Rules, 2014.
ii) After 60 days of creation of charges, within a further
period of 60 days, on payment of such advalorem fees as
may be prescribed in the Companies (Registration of
Offices and Fees) Rules, 2014.
(b) The application made to the Registrar shall be supported by a
Declaration from the company signed by its Company
Secretary or a Director that such belated filing shall not
adversely affect the rights of any other intervening creditors of
the company.
Applicability of The provisions of Rule 4 shall apply, mutatis mutandis, to –
Rule 4 in (a) The registration of charge on any property acquired subject to
certain cases a charge; and
(Rule 5) (b) Modification of charge Under Section 79.
Certificate of (a) Where a charge is registered with the Registrar Under Section
Registration 77 or Under Section 78, the Registrar shall issue a certificate of
(Rule 6) registration of such charge in Form No. CHG-2.
(b) 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.
(c) The certificate of registration of charge issued by the Registrar
in Form No. CHG-2 and the certificate of modification of charge
issued by the Registrar in Form NO. CHG-3 shall be conclusive
evidence that the requirements of Chapter VI of the Act and the
Rules make thereunder as to registration of creation or
modification of charge, as the case may be, have been complied
with.
Signing of Form No. CHG-1, CHG-4, CHG-8 and CHG-9 shall be signed by
charge E-forms Insolvency resolution professional or resolution professional or
by IRP or RP or liquidator for companies under resolution or liquidation, as the
Liquidator case may be, and filed with the Registrar.
(Rule 13)

Requirements for registration of a charge which was created more than 30 days
back. (Section 77) (May 2008)
P 6.1A. A charge requiring registration with Registrar of Companies was created on
1st February, 2019 by XYZ Limited. The Secretary of the Company realized on 15th
March, 2019, that the charge was not filed with the Registrar. State the steps to be
taken by the Secretary to get the charge registered with the Registrar.

CA KOUSHIK MUKHESH 231 CONCEPT BOOK


CHAPTER 6 Registration of Charges

Answer:

Registrar may - Since if a charge is not registered within 30 days of its


register the creation, the Registrar may on application made to him by
charge created the company, allow the registration of charge after 30 days
on 1st February, of its creation, but within 60 days of creation of charge.
2019 The company shall pay such additional fees as may be
prescribed.

Whether charge can be filed after 30 days of its creation and after 300 days of
its creation? (Section 77) (May 2001) (Nov. 2005)
P 18. ABC Limited realized on 2nd March, 2019 that particulars of charge created
on 12th January, 2019 in favour of a Bank were not filed with the Registrar of
Companies for Registration. What procedure should the company follow to get the
charge registered with the Registrar of Companies? Would the procedure be
different if the charge was created on 12th January, 2018 instead of 12th January,
2019? Explain with reference to the relevant provisions of the Companies Act, 2013.
Answer:

Situations where - The charge was created after 2nd November, 2018 and so the
the charge was application for registration for registration of charge had
created on 12th to be made to the Registrar till 11th February, 2018 (i.e.
January, 2019 within 30 days of creation of charge), but ABC Limited has
not made such application fill 11th February, 2019.
- The application for registration of charge can be made up
to 13th March, 2019 (i.e. within 60 days of creation of
charge) and the Registrar may allow the registration of
charge.
- The company shall pay such additional fees as may be
prescribed (Section 77).
Situation where - The application for registration of charge has not been
the charge was made to the Registrar up to 8th November, 2018 (i.e. within
created on 12th 300 days of creation of charge).
January, 2018 - The application for registration of charge can be made up
to 1st March, 2019 (i.e. within 6 months of Commencement of
the Companies (Amendment) Act, 2019) and the Registrar
may allow the registration of charge.
- The company shall pay such additional fees as may be
prescribed (Section 77).

Whether charge can be filed after 30 of its creation, and within 60 days of its
creation? (Section 77) (Nov. 2016)
P 6.1C. MNC Limited realized on 2nd March, 2019 that particulars of charge created
on 12th January, 2019 in favour of a Bank were not filled with Registrar of
Companies for Registration. What procedure should the company follow to get the

CA KOUSHIK MUKHESH 232 CONCEPT BOOK


CHAPTER 6 Registration of Charges

charge registered with the Registrar of Companies? Would the procedure be


different if the charge was created on 12th December, 2018 instead of 12th January,
2019? Explain with reference to the relevant provisions of the Companies Act, 2013.
Answer:

Situation where - The charge was created after 2nd November, 2018 and so the
the charge was application for registration for registration of charge had
created on 12th to be made to the Registrar till 11th February, 2019 (i.e.
January, 2019 within 30 days of creation of charge), but MNC Limited has
not made such application till 11th February, 2019.
- The application for registration of charge can be made up
to 13th March, 2019 (i.e. within 60 days of creation of
charge) and the Registrar may allow the registration of
charge.
- The company shall pay such additional fees as may be
prescribed (Section 77).
Situation where - The charge was created after 2nd November, 2018.
the charge was - The application for registration of charge has not been
created on 12th made to the Registrar up to 10th February, 2019 (i.e. within
December, 2018 60 days of creation of charge).
- The application for registration of charge can be made up
to 11th April, 2019 (i.e. within next 60 days) and the Registrar
may allow the registration of charge.
- The company shall pay such advalorem fees as may be
prescribed (Section 77).

Whether a change in bank rate by R.B.I. amounts to modification of charge if


interest rate has been fixed at a specified percentage above bank rate? (Section
79) (Nov. 2007) (June, 2009)
P 6.1D. While sanctioning working limit, the rate of interest has been fixed at a
specified percentage above the bank rate as notified by the Reserve Bank of
India.There was a change in the interest rate due to Reserve Bank of India
notification issued later. The Bank insisted on filing a return of modification of
charges. Is the stand of bank correct? Discuss, in the light of the provisions of the
Companies Act, 2013.
Or
While sanctioning working limit, the rate of interest has been fixed at a specified
percentage above the bank rate as notified by he Reserve Bank of India. There was
a change in the interest rate due to Reserve Bank of India notification issued
later. The Bank insisted on filing a return of modification of charges. Is the stand
of bank correct? Discuss, in the light of the provisions of the Companies Act, 2013.
Answer:

There is no - Since a change in the interest rate does not amount to a


modification of modification in terms and conditions of the charge;

CA KOUSHIK MUKHESH 233 CONCEPT BOOK


CHAPTER 6 Registration of Charges

charge - Since the Department of Company Affairs has also advised


the same vide Letter No. 8/14/(135)/65-CL-V, dated 13-09-
1965.
The stand of the - Since there is no modification of charge and so Section 79 is
bank is not not attracted.
correct
2. REGISTRATION OF CHARGE BY THE CHARGE-HOLDER (Section 78)
Legal (a) Where a company fails to register any charge within 30 days of
provisions its creation, the charge-holder may make an application to the
relating to Registrar for Registration of Charge.
registration of (b) The application shall be made in such form, in such manner, and
charge by the within such time, as may be prescribed.
charge-holder (c) The Registrar shall give notice of such application to the
company.
(d) The Registrar may, within 14 days, allow the registration of the
charge, on payment of such fees as may be prescribed.
(e) The Registrar shall not allow the application of the charge-
holder, if –
i) The company itself registers the charge; or
ii) The company shows sufficient cause that the charge should
not be registered.
Recovery of Where a charge is registered by the Registrar on an application
Fees Paid made by the charge-holder, the charge-holder shall be entitled to
recover from the company the fees paid by him to the Registrar.

3. APPOINTMENT OF RECEIVER OR MANAGER (Section 84)


(A) Provisions contained in the Act.
Notice of If ⎼ (a) Any person obtains an order from the Court to
appointment of appoint a person as a receiver or manager of any
Receiver or property of the company, which is subject to
Manager charge; or
(b) Any person, by virtue of any power contained in
any instrument, appoints, a person as a receiver
or manager of any property of the company,
which is subject to charge
Then ⎼ Such person shall, within 30 days, give a notice to
the company and the Registrar along with a copy of
such order or such instrument; and
⎼ The Registrar shall register the same
Notice of If the person appointed as a receiver or manager ceases to hold
Cessation his office,
- He shall give a notice of such fact to the company and the
Registrar; and
- The Registrar shall register the same.
(B) Provisions contained in Rule 9 of the Companies (Registration of Charges) Rules,
2014.
Intimation of The notice of appointment or cessation of a receiver of, or of a
appointment of person to manage, the property, subject to charge, of a company

CA KOUSHIK MUKHESH 234 CONCEPT BOOK


CHAPTER 6 Registration of Charges

Receiver or shall be filed with the Registrar in Form No. CHG-6 along with
Manager fee.

4. REGISTER OF CHARGES TO BE KEPT BY REGISTRAR (Section 81)


Manner of (a) The Registrar shall keep a register of charges in such form and in
maintenance of such manner as may be prescribed.
Register (b) The register shall be kept with respect to every company, and
shall contain the particulars of all the charges registered with
the Registrar.
Inspection of Any person may, on payment of prescribed fees, inspect the register
the Register of charges maintained by the Registrar.

5. COMPANY’S REGISTER OF CHARGES (Section 85)


Manner of (a) Every company shall keep a register of charges in such form and
Maintenance of in such manner as may be prescribed.
Register (b) The register shall contain such particulars as may be prescribed,
with respect to every charge created by the company.
(c) The register shall be kept at the registered office of the company.
(d) The instruments creating the charges shall also be kept at the
registered office of the company.
Inspection of (a) The register of charges maintained by the company and the
the Register instruments creating the charges shall be open for inspection
during business hours –
i) By any Member or Creditor, without any fees; and
ii) By any other person, on payment of prescribed fees.
(b) A company may impose such reasonable restrictions on the
inspection of the register of charges, as may be contained in the
articles of the company.

6. COMPANY TO REPORT SATISFACTION OF CHARGE (Section 82)


(A) Provisions contained in the Act.
Time limit for (a) Where a registered charge is paid or satisfied in full, the
giving company shall give an intimation to the Registrar.
intimation (b) The intimation shall be given, within 30 days, in the prescribed
form.
Condonation of (a) Where a registered charge is paid or satisfied in full, but the
delay for not company does not give to the Registrar an intimation of such
giving payment or satisfaction within 30 days, the company or the
intimation charge-holder may make an application to the Registrar for
within 30 days condonation of delay.
(b) The Registrar may allow such intimation of payment or
satisfaction to be made within 300 days of such payment or
satisfaction.
(c) The company or the charge-holder, as the case may be, shall pay
such additional fees as may be prescribed.
Procedure (a) On receipt of such intimation, the Registrar shall issue a notice to
adopted by the the charge-holder requiring him to show cause as to why the
Registrar satisfaction of charge should not be recorded.

CA KOUSHIK MUKHESH 235 CONCEPT BOOK


CHAPTER 6 Registration of Charges

(b) If the charge-holder does not show any cause within the time
specified in the notice (not being more than 14 days), the
Registrar shall –
i) Record the satisfaction of charge in the register of charges
maintained by him; and
ii) Inform the company that the satisfaction of charge has been
recorded.
(c) Notice to the charge-holder is not required where intimation to
the Registrar is given in the prescribed form and is signed by the
charge-holder.
(d) Where any cause is shown by the charge-holder, the Registrar
shall –
i) Record a note to that effect in the register of charges
maintained by him;
ii) Inform the company regarding the cause shown by the
charge-holder.
Power of The power of the Registrar to record satisfaction of charges Under
Registrar to Section 82 shall not affect –
record i) The power of the Registrar to record satisfaction of charges
satisfaction in Under Section 83; or
other cases ii) The power of the Registrar to record satisfaction of charges
otherwise than on receipt of any intimation from the company.
(B) Provisions contained in Rule 8 of the Companies (Registration of Charges) Rules,
2014.
Satisfaction of (a) The company or the charge-holder shall, within a period of 300
Charge days from the date of the payment or satisfaction in full of any
registered charge, give intimation of the same to the Registrar in
Form No. CHG-4 along with the fee.
(b) 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.

7. POWER OF REGISTRAR TO RECORD SATISFACTION OF CHARGE (Section 83)


Cases where If - The Registrar is satisfied (on the basis of evidence
Registrar may produced before him) that in relation to a registered
record charge –
satisfaction of (a) The debt has been paid in full; or
charge in the (b) The property charged has been released from
absence of charge; or
intimation from (c) The property charged has ceased to be the property
the company of the company.
Then - The Registrar may record the satisfaction of charge in
the register of charges maintained by him
- Notwithstanding the fact that no intimation of
satisfaction of charge has been given to him by the
company.
Notice to Within 30 days of recording satisfaction of charge in the register of
Parties charges, the Registrar shall inform the affected parties regarding
recording to satisfaction of charge.

CA KOUSHIK MUKHESH 236 CONCEPT BOOK


CHAPTER 6 Registration of Charges

8. POWER OF CG TO EXTEND THE TIME FOR GIVING INTIMATION OF SATISFACTION OF


A CHARGE AND TO ORDER RECTIFICATION OF ANY OMISSION OR MISSTATEMENT
(Section 87)
(A) Provisions contained in the Act.
Applicability of Section 87 applies if –
Section 87 (a) There is omission to give intimation of payment or
satisfaction of a charge, to the Registrar, within the time
limit prescribed Under Section 82; or
(b) There is some omission or misstatement of any particulars
in any filing previously made to the Registrar with respect to

i) Registration of a charge; or
ii) Modification of a charge; or
iii) Satisfaction of a charge.
Powers of CG (a) CG is empowered to make an order that –
i) The time for giving intimation of payment or
satisfaction of a charge shall be extended; and
ii) The omission or misstatement of any particulars in any
filing previously made to the Registrar, with respect to
registration, modification or satisfaction of a charge,
shall be rectified.
(b) While passing an order Under Section 87, CG may impose
such terms and conditions as it may deem just and
expedient.
Conditions for CG is empowered to make such an order, if –
exercise of (a) An application is made to CG by the company or any other
powers by CG interested person; and
(b) CG is satisfied that omission to give intimation of payment or
satisfaction of charge or omission or misstatement of any
particulars in any filings previously made to the Registrar
was –
i) Accidental; or
ii) Due to inadvertence; or
iii) Due to some other sufficient cause; or
iv) Not of a nature which may prejudice the position of
creditors or shareholders of the company.

(B) Provisions in Rule 12 of the Companies (Registration of Charges) Rules, 2014.


Prescribed CG may, on an application filed in Form No. CHG-8 in accordance
form for with Section 87 –
making (a) Direct rectification of the omission or misstatement of any
application to particulars, in any filing, previously recorded with the
CG Registrar with respect to any charge or modification thereof,
or with respect to any memorandum of satisfaction or other
entry made in pursuance of Section 82;
(b) Direct extension of time for satisfaction of charge, if such
filing is not made within a period of 300 days from the date of
such payment or satisfaction.

CA KOUSHIK MUKHESH 237 CONCEPT BOOK


CHAPTER 6 Registration of Charges

9. PUNISHMENT FOR CONTRAVENTION (Section 86)


What is the punishment for default with respect to registration of charge as
per the provisions of the Companies Act, 2013? (Nov. 2014)
Punishment for If a company contravenes any provision of the Chapter ‘Registration
the company of Charges’ (viz. Section 77 to Section 85), then, the company shall
be liable to a penalty of ₹ 5 Lakhs.
Punishment for If a company contravenes any provision of the Chapter ‘Registration
every officer in of Charges’ (viz. Section 77 to Section 85), then, every officer of the
default company who is in default shall be liable to a penalty of ₹ 50,000.
Liability for If any person willfully furnishes any false or incorrect information
willful default or knowingly suppresses any material information, required to be
registered in accordance with the provisions of Section 77, he shall
be liable for action Under Section 447.

10. TYPES OF CHARGES


a. Distinguish between ‘Fixed Charge’ and ‘Floating Charge’. (May 2006)
b. What do you understand by the term ‘Floating Charge’? (May 2012)
Fixed Charge or Specific Charge Floating Charge
1. It is created on some identifiable (i.e. It is created on a class of assets, present as
specific) property of the company well as future.
2. Without obtaining the consent of the Without obtaining the consent of the
charge-holder, the company cannot deal charge-holder, the company can deal in
in such asset in the ordinary course of such an asset in the ordinary course of
business, i.e. business.
(a) The company cannot sell such an
asset
(b) The company cannot create a
subsequent charge having property
over such charge.
3. Fixed Charge is generally created on Floating charge is generally created on
fixed assets, like land and building, plant such assets as are always circulating, e.g.
and machinery stock, debtors, etc.
11. CRYSTALLIZATION OF A FLOATING CHARGE
a. Point out the circumstances where under a ‘Floating Charge’ becomes a
‘Fixed Charge’. (May 2004)
b. State the circumstances under which ‘Floating Charge’ becomes ‘Fixed
Charge’. (May 2012)
Meaning of ‘Crystallisation’, means that the right of the company to deal in the
Crystallisation assets, which are subject of floating charge, comes to an end.
Cases in which (a) Where the company is ordered to be wound up.
Crystallisation (b) Where the company ceases to carry on business.
takes place (c) Where a receiver or manager is appointed.
(d) Where the company makes a default in payment of interest or
repayment of principal to the charge-holder in accordance with
the terms of the charge and the charge-holder brings an action to
enforce his security.

CA KOUSHIK MUKHESH 238 CONCEPT BOOK

You might also like