REGISTRATION OF MORTGAGES,

CHARGES, ETC.

mortgage or charge‖ means an interest or lien created on the property or assets

of a company or any of its undertakings or both as security;
The following mortgage or charge needs to be registered under Companies Act 2017
(a) a mortgage or charge on any immovable property wherever situate, or any interest therein; or
(b) a mortgage or charge for the purposes of securing any issue of debentures;
(c) a mortgage or charge on book debts of the company;
(d) a floating charge on the undertaking or property of the company, including stock-in-trade; or
(e) a charge on a ship or aircraft, or any share in a ship or aircraft;
(f) a charge on goodwill or on any intellectual property;
(g) a mortgage or charge or pledge, on any movable property of the company;
(h) a mortgage or charge or other interest, based on agreement for the issue of any instrument in the
nature of redeemable capital; or
(i) a mortgage or charge or other interest, based on conditional sale agreement, namely, lease financing,
hire-purchase, sale and lease back, and retention of title, for acquisition of machinery, equipment or
other goods.

where a negotiable instrument has been given to secure the payment of any book debts of a company,
the deposit of the instrument for the purpose of securing an advance to the company shall not be treated
as a mortgage or charge on those book debts
Requirement to register a mortgage or charge Sec 100
 A company that creates a mortgage or charge must file with the registrar for registration within a
period of 30 days beginning with the day after the date of its creation
i. specified particulars of the mortgage or charge,
ii. a verified copy of the instrument ,if any, by which the mortgage or charge is created or evidenced

mortgage or charge created out of Pakistan

 in the case of
i. a mortgage or charge created out of Pakistan
ii. comprising property situated outside Pakistan,
30 days after the date on which the instrument or copy could, in due course of post, and if dispatched
with due diligence, have been received in Pakistan shall be substituted for 30 days within which the
particulars and instrument or copy are to be filed with the registrar.

Where any mortgage or charge on any property or assets of a company or any of its undertakings is
registered, any person acquiring such property, assets, undertakings or part thereof or any share or
interest therein shall be deemed to have notice of the mortgage or charge from the date of such
registration.
mortgage or charge created in of Pakistan

 in case
i. the mortgage or charge is created in Pakistan
ii. comprises property outside Pakistan,
a) a copy of the instrument creating or purporting to create the mortgage or charge verified in the
specified manner may be filed for registration and
b) further proceedings may be necessary to make the mortgage or charge valid or effectual according to
the law of the country in which the property is situate.

 The registrar shall, on registration of a mortgage or charge issue a certificate of registration under his
signatures or authenticated by his official seal in such form and in such manner as may be specified.

 No mortgage or charge created by a company shall be taken into account by the liquidator or any other
creditor unless
a) it is duly registered and
b) a certificate of registration of such charge is given by the registrar.
Register of charges to be kept by registrar Sec 102
 The registrar shall, in respect of every company, keep a register containing particulars of the charges
registered in such form and in such manner as may be specified.
 A register kept in pursuance of this section shall be open to inspection by a person on payment of such
fees as may be prescribed.

Index to register of mortgages and charges Sec 103

 The registrar shall keep a chronological index, in the form, containing such particulars, as may be
specified, of the mortgages or charges registered with him under the company law.
Duty of company and right of interested party as regards registration Sec 105
 It shall be the duty of a company to file with the registrar for registration the specified particulars of
every mortgage or charge created by the company and of the issue of debentures of a series but
registration of any such mortgage or charge may be effected on the application of any person
interested therein.

 Where the registration is affected on the application of some person other than the company, that
person shall be entitled to recover from the company the amount of any fees properly paid by him to
the registrar on the registration.

Copy of instrument creating mortgage or charge to be kept at registered office Sec 107
 Every company shall cause a copy of every instrument creating any mortgage or charge requiring
registration and of every instrument evidencing modification of the terms or conditions thereof, to be
kept at the registered office of the company.
Rectification of register of mortgages. Sec 108
The Commission on the application of the company or any person interested and, on such terms and
conditions as seem to the Commission and on being satisfied may order that the time for filing the
required particulars be extended or that the omission or misstatement be rectified, and may make such
order as to the costs of the application as it thinks fit.

(a) the omission to file with the registrar the particulars of any mortgage or charge; or
(b) the omission or misstatement of any particular with respect to any such mortgage or charge;
i. was accidental or
ii. due to inadvertence or
iii. to some other sufficient cause, or
iv. is not of a nature to prejudice the position of creditors or shareholders of the company, or
v. that on other grounds it is just and equitable to grant relief,
Modification in the particulars of mortgage or charge Sec 106
 Whenever the terms or conditions or extent or operation of any mortgage or charge registered under
this Part are modified, it shall be the duty of the company to send to the registrar the particulars of
such modification together with a copy of the instrument evidencing such modification verified in the
specified manner, and the provisions of this Part as to registration of mortgage or charge shall apply to
such modification of the mortgage or charge as aforesaid.
Company to report satisfaction of charge Sec 109
 A company shall give intimation to the registrar in the manner specified within a period of 30 days from
the date of payment or satisfaction, in full, of any mortgage or charge created by it.

 The registrar shall cause a notice to be sent to the holder of the mortgage or charge calling upon him to
show cause within 14 days, as may be specified in such notice, as to why payment or satisfaction in full
shall not be recorded as intimated to the registrar.

 If no cause is shown, by such holder of the mortgage or charge, the registrar shall accept the
memorandum of satisfaction and make an entry in the register of charges kept by him.

 The notice shall not be required if a no-objection certificate on behalf of the holder of the mortgage or
charge is furnished, along with the intimation to be submitted.

 If any cause is shown, the registrar shall record a note to that effect in the register of charges and shall
inform the company.

 If a company fails to file the particulars of satisfaction of mortgage or charge within the period specified
the required particulars may be submitted with the additional fee, as may be specified and imposing
the penalty as specified in this Part.
Power of registrar to make entries of satisfaction and release in absence of intimation from company.
Sec 110
The registrar may enter in the register of charges
o a memorandum of satisfaction in whole or in part, or of
o the fact that part of the property or undertaking has been released from the charge or
o has ceased to form part of the company‘s property or undertaking and
o inform the parties concerned.

Even if no intimation has been received by him from the company.

The registrar may enter in the register of charges on evidence being given to his satisfaction with respect
to any registered charge
i. that the debt for which the charge was given has been paid or satisfied in whole or in part; or
ii. that part of the property or undertaking charged has been released from the charge or
iii. has ceased to form part of the company‘s property or undertaking;
Company’s register of mortgages and charges Sec 112
 Every company shall maintain a register of mortgages and charges requiring registration, in such form
and in such manner as may be specified and any violation under this section shall be an offence
punishable under this Act.
 The register of charges maintained and the copies of instrument creating any mortgage and charge or
modification thereof, kept in pursuance of this part shall be open to inspection of
(a) any member or creditor of the company without fee; and
(b) any other person on payment of such fee as may be fixed by the company for each inspection.
 The refusal of inspection of the said copies or the register shall be an offence under this section and
any person guilty of an offence under this section shall be liable to a penalty of level 1 on the standard
scale, and every officer of the company who knowingly authorises or permits the refusal shall incur the
like penalty, and in addition to the above penalty, the registrar may by order compel an immediate
inspection of the copies or register.
RECEIVERS AND MANAGERS
Disqualification for appointment as receiver or manager Sec 115
The following shall not be appointed as a receiver or manager of the company‘s property, namely
(a) a minor;
(b) a person who is of unsound mind and stands so declared by a competent court;
(c) a body corporate;
(d) a director of the company;
(e) an un-discharged insolvent unless he is granted leave by the court by which he has been adjudged an
insolvent; or
(f) a person disqualified by a Court from being concerned with or taking part in the management of the
company in any other way, unless he is granted leave by the Court.
Filing of accounts of receiver or manager Sec 114
o Every receiver of the property of a company
o who has been appointed under the powers contained in any instrument, and
o who has taken possession,
o shall within 30 days of expiry of every 6 months while he remains in possession,
file with the registrar an abstract in the form specified of his receipts and payments during the period to
which the abstract relates

Every receiver of the property of a company shall within 30 days on ceasing to act as receiver,
o file with the registrar an abstract in the form specified of his receipts and payments during the period
to which the abstract relates, and
o within 15 days of ceasing to act as receiver, file with the registrar notice to that effect, and the registrar
shall enter the notice in the register of mortgages and charges.
Registration of appointment of receiver or manager Sec 113
 Where in order to ensure enforcement of security of a company‘s property, a person obtains an order for
the appointment of a receiver or manager, or appoints such a receiver or manager under any powers
contained in any instrument, he shall within seven days of the order or of the appointment under the
powers contained in the instrument, file a notice of the fact with the registrar.
 Where a person appointed as a receiver or manager under this section ceases to act as such, the person
who had obtained the order or appointed such a receiver or manager pursuant to the powers contained in
any instrument shall on ceasing of the receiver or manager, give the registrar a notice to that effect within
seven days.
Application to Court Sec 116
 A receiver or manager of the company‘s property appointed under the powers contained in any instrument
may apply to the Court for directions in relation to any particular matter arising in connection with the
performance of his functions, and on any such application the Court may give such direction, or may make
such order declaring the rights of persons before the Court, or otherwise, as the Court thinks just.
 A receiver or manager of the company‘s property appointed as aforesaid shall, to the same extent as if he
had been appointed by order of a Court be personally liable on any contract entered into by him in the
performance of his functions, except in so far as the contract otherwise provides, and entitled in respect of
that liability to indemnity out of the assets; but nothing in this sub-section shall be deemed to limit any
right to indemnity which he would have apart from this sub-section, or to limit his liability on contracts
entered into without authority or to confer any right to indemnity in respect of that liability.
Power of Court to fix remuneration of receiver or manager Sec 117
 The Court may, on an application made to it by the receiver or manager of the property, by order fix
the amount to be paid by way of remuneration to any person who, under the power contained in an
instrument, has been appointed as receiver or manager of the company‘s property: Provided that the
amount of remuneration shall not exceed such limits as may be specified.
 The power of the Court shall, where no previous order has been made with respect thereto
(a) extend to fixing the remuneration for any period before the making of the order or the application
therefore;
(b) be exercisable notwithstanding that the receiver or manager had died or ceased to act before the
making of the order or the application therefore; and
(c) where the receiver or manager has been paid or has retained for his remuneration for any period
before the making of the order any amount in excess of that so fixed for that period, extend to requiring
him or his representative to account for the excess or such part thereof as may be specified in the order:
 The Court may from time to time, on an application made either by the liquidator or by the receiver or
manager, or by the registrar, vary or amend an order made under sub-section (1) and issue directions to
the receiver respecting his duties and functions or any other matter as it may deem expedient: