JUDGMENT Hon’ble Sunil Ambwani, J.—This is an appeal under Rule 164 of the Companies Court Rules, 1959 against the report of the Official Liquidator declaring the dividend out of the realised assets of M/s. Meekan Transmission Ltd. (in liquidation) wound-up by this Court on 12.3.2003. The assets were sold for Rs. 73 lacs on 31.3.2006. 2. Pradeshiya Industrial and Investment Corporation, U.P. Ltd. (PICCUP) filed a claim with proof of debts, the account/over due position due on 12.2.2003 at Rs. 3,59,49,699.44 and the ARO Dues amounting to Rs. 1,19,324.98. 3. The Official Liquidator has accepted the report of the Liquidation Claims Committee, constituted by the Court, and has found that there are six workmen for which the admitted claim is Rs. 1,75,924/-; and four secured creditors who have claimed Rs. 13,79,31,058/- including PICCUP for which the admitted claim is Rs. 6,16,86,160. The employees, Government dues and unsecured creditors do not qualify for any amount as nothing will be left after declaring the pari-passu dividend for the workmen and secured creditors. 4. The Official Liquidator declared the dividend with the share of workmen at 28% out of available amount and the share of secured creditors at 99.72% of the available amount. He had recommended Rs. 20,760/- for the workmen and Rs. 72,79,240/- for the secured creditors. 5. For PICCUP the appellant as a secured creditor, the Committee found that the amount claimed is Rs. 4,40,26,862.53; the amount admitted is Rs. 2,70,41,280.00 and the dividend payable is Rs. 31,90,990/-. 6. Heard Sri Anurag Khanna for PICCUP and Rajnath Shukla learned counsel for Official Liquidator. 7. In reply to the grounds of appeal claiming the entire amount of Rs. 4,40,26,862.53, the Official Liquidator has provided the reasons given by Liquidation Claims Committee; accepted by him in his Report No. 257 of 2007, for admitting the amount of PICCUP only at Rs. 45 lacs as follows : “In the matter of M/s. Meekan Transmission Ltd. Company (in liquidation) Comments on memo of Appeal : dated 8.10.2007 The contention raised in the memo of appeal filed by M/s. PICCUP is that the appellant’s admitted dividend is less than the amount claimed. It has been further alleged that “ARO” dues amounting to Rs. 1,19,324.98 has been wrongly disallowed. The contention raised by M/s. PICCUP is not correct. It is admitted that principal amount of Ist Term Loan i.e. Rs. 47,00,000/- and additional term loan of Rs. It has been further alleged that “ARO” dues amounting to Rs. 1,19,324.98 has been wrongly disallowed. The contention raised by M/s. PICCUP is not correct. It is admitted that principal amount of Ist Term Loan i.e. Rs. 47,00,000/- and additional term loan of Rs. 14,40,000/- was outstanding. From the documents submitted by M/s. PICCUP, only a sum of Rs. 45,00,000/- was secured, therefore only a sum of Rs. 45,00,000/- has been admitted as secured by Ist Charge. Other outstanding amount of PICCUP has been treated as secured by second charge. Therefore the amount secured by second charge has not been considered due to paucity of fund. The interest has been admitted as claimed by PICCUP. The principle of parri-passu has been applied for distribution of dividend as per the rule. The details of “ARO” dues has not been given by M/s. PICCUP. Moreover this amount is not secured and as such the same has not been considered. There appears no substance in the memo of appeal. Report is submitted for your kind perusal. For Liquidation Claims Committee. K.P. Misra Shahid Kazmi Amit Ray and Co. Chairman Advocate Chartered Accountants Member Member.” 8. Sri Anurag Khanna submits that the PICCUP had advanced Rs. 45 lacs as term loan. The certificate of registration of mortgage dated 28.9.1980 under Section 132 of the Companies Act registering the charge was issued by Assistant Registrar of the Companies on 18.12.1987. The PICCUP paid another amount of Rs. 5 lacs by way of adjustment and regularization of term loan of Rs. 50 lacs. An application in the prescribed form stating that the deed of hypothecation dated 4.3.1985 is already filed for joint equitable mortgage dated 4.3.1985 was already on record of the Registrar of Companies. A supplementary deed of hypothecation dated 24.2.1990 was filed. The application under Sections 125/127/135 of the Companies Act by the Managing Director of the Company and that Companies for registration was made and the certificate issued in March 1990 is annexed to the rejoinder affidavit at page 7. Form No. 8 is prescribed for applying for registration of the charge. Annexure-B appended to this form shows that in para 3, it is stated that the earlier charge stood modified to the extent of Rs. 50.02 lacs totalling Rs. 65 lacs. Form No. 8 is prescribed for applying for registration of the charge. Annexure-B appended to this form shows that in para 3, it is stated that the earlier charge stood modified to the extent of Rs. 50.02 lacs totalling Rs. 65 lacs. The Company, however, did not apply for more than 50 lacs to be secured by way of charge/amount to security on the charge in Form 8 submitted to the Registrar of the Companies. The Counsel for PICCUP submits that earlier the charge was created at Rs. 45 lacs towards PICCUP loan which was modified to Rs. 50 lacs and, thereafter, by Annexure B in which it is mentioned in column 7 it was sought to be modified at Rs. 65.02 lacs. 9. The certificate of registration under Section 132 was not issued in respect to this modification. 10. The question which arises for determination in this case is whether a charge which has not registered with the issuance of registration certificate under Section 132 and for which requisite statutory requirement of filing for registration under Section 125 is satisfied, would still be void as against the Official Liquidator? 11. Learned counsel for the PICCUP contends that Section 125 does not speak of registration certificate. Under Section 125, a charge for which application has not been given with prescribed particulars of the charge, together with the instrument by which the charge is credited, or a copy in the prescribed manner with the Registrar for registration in the manner required by this Act within 30 days, would be void against the liquidator or creditor. The act of application for registration of the charge with complete particulars and prescribed fees is sufficient to claim the value of the charge from out of the proceeds of liquidation of the Company. The certificate of the registration is conclusive evidence that the requirement of the registration has been complied with. The certificate, however, is not a sine qua non for the purposes of claiming the amount out of the liquidation proceeds. In the absence of a certificate of registration, the Official Liquidator or the creditor may question of creation and sufficiency of particulars to be given to the Registrar for registration of the charge. The certificate, however, is not a sine qua non for the purposes of claiming the amount out of the liquidation proceeds. In the absence of a certificate of registration, the Official Liquidator or the creditor may question of creation and sufficiency of particulars to be given to the Registrar for registration of the charge. He has relied upon the judgments in C.K. Siva Sankara Panicker v. Kerala Financial Corporation and others, 1980 (50) Comp Cas 818; State Bank of India v. Depro Foods Ltd. and others, 1988 (64) Comp Cas 376; State Industrial and Investment Corporation of Maharashtra Limited v. Maharashtra State Financial Corporation and another, 1988 (64) Comp Cas 102 and N. Babu Janardhanam and another v. Official Liquidator, Golden Cine Studios P. Ltd., 1993 (78) Comp Cas 490, in support of his submission. 12. It is submitted by Sri Anurag Khanna that no question has been raised with regard to sufficiency of the particulars in the application for registration of the charge. 13. Sri Rajnath Shukla on the other hand submits that unless the charge is registered it is not binding upon the Official Liquidator and that qua Official Liquidator, the claim will be void. He has relied upon T.R. Tyagarajan v. Official Liquidator and others, AIR 1959 Mad 538 and A.P. State Financial Corporation v. Mopeds India Limited (in liquidation) and others, 2005 (124) Comp Cas 834. 14. The charges created on a Company are required to be registered with the Registrar of Company. Section 125 (1) provides that every charge created on or after the 1st of April, 1914 by a Company being a charge to which the Section applies shall, so far as any security on the Company is property or undertaking is concerned thereby, be void against the liquidator and any creditor of the Company, unless prescribed particulars of the charge together with the instrument, if any by the charge is created or evidenced, or a copy thereof verified in the prescribed manner, are filed with the Registrar for registration in the manner required by the Act within 30 days after the date of its registration. The proviso to sub-section (2) of Section 125 provides that the Registrar may allow the particulars and instrument or copy to be filed within 30 days, next following the expiry of the said period of 30 days on payment of additional fees, if the Company satisfies the Registrar that it had sufficient cause for not filing the particulars and instrument or copy within that period. The procedure to register a charge is given in the Rules. When the charge is registered, Section 126 provides that any person acquiring such property or any part thereof, or any share or interest therein, shall be deemed to have notice of the charge as from the date of such registration. Section 127 provides for registration of charges, on properties acquired subject to charge and Section 128 provides for particulars in case of series of debentures entitling holders pari-passu charge. Section 130 provides for a register to be kept by the Registrar of the Companies in respect of each Company containing the particulars of all the charges requiring registration. Section 131 mandates that the Registrar shall keep a chronological index in the prescribed form and with the prescribed particulars of the charge registered with him in pursuance of part-5 of the Act. Section 132 relevant for the purposes of this case provides : “Section 132. Certificate of registration.—The Registrar shall give a certificate under his hand of the registration of any charge registered, stating the amounts thereby secured; and the certificate shall be conclusive evidence with the requirement of this part as to registration have been complied with.” 15. Section 134 requires the Company to file with a register for registration the particulars of every charge created by the Company and every issue of debentures of a series requiring registration under part-5. Any person interested therein may also make an application for registration of the charge and that Section 135 provides for modification of the charge and that Section 135 provides for modification of the charge and the duty of the Company to send to the Registrar the particulars of such modification. The copy of the instrument creating charge is to be kept by the Company under Section 136 and that the payment of satisfaction (in full) of any charge relating to the company has to be given by the Company to the Registrar under Section 138. 16. The copy of the instrument creating charge is to be kept by the Company under Section 136 and that the payment of satisfaction (in full) of any charge relating to the company has to be given by the Company to the Registrar under Section 138. 16. The scheme of Part-V of the Companies Act, 1956 is to avoid the same assets to be charged to several lenders and also to several lenders in series. The scheme also provides for the question of priority in case of liquidation of the Company. The nature of borrowings in the corporate world has its own peculiarities. There are different kinds of loans from the different kinds of instruments of charges created by Bank and Financial Institutions, creating variety of charges. In order to provide for source of knowledge and protection by providing constructive notice, the charge is required to be registered. The method of registration and the period within which such charge may be registered is prescribed by the Act and the Rules. The failure of registration of charge attracts penalties under Section 142 of the Act. Where however the Company files the particulars within time, but the Registrar does not enter these charges in the register of charges and does not issue a certificate within a reasonable time, the person providing complete information on prescribed form and with prescribed fees may not be penalised. The presumption under the Act raised by Section 132 with the issuance of the certificate of registration by the Registrar is a rebuttable presumption. A Company may prove that it had applied for registration completing all formalities and that there was no defect as delay in making an application for registration of charge. In such case the rigour of Section 125 to make the charge void against the liquidator will not be attracted. Section 125 (1) provides that the charge may be created or evidenced or a copy thereof verified in the prescribed manner if such charge is filed with the Registrar for the registration in the manner required by the Act within 30 days after the date of its creation or 30 days next after satisfying the Registrar with sufficient cause for not filing the particulars and instrument or copy along with such additional fees not exceeding as may be prescribed in the Schedule. A Company applying for registration of charge however cannot be penalised on the ground that the Office of the Registrar did not issue the certificate of registration of the charge to the Company. 17. In C.K. Siva Sankara Panicker (supra) the Kerala High Court held that the delay in registering the charge by entering it in the register of charges will not affect its validity, and will not render it void. The delay in registration may be caused due to various reasons which may be condoned by the Registrar or by the Court. Once the time is extended, and it is made out, that the particulars have been filed within the extended time, the Registrar is bound to register the charge, and to issue a certificate of Registration under Section 132 of the Act. The registration after filing of the Company Petition for winding up of the Company will not affect the rights of the creditors of the Co-mortgagor Company. 18. In State Bank of India (supra), it was held by Punjab and Haryana High Court that where a chargeholder has duly submitted the particulars of charge in Form-8 to the Registrar, and no defect could be pointed out by the Registrar, in the particulars, the charge is deemed to be registered, though it has in fact not been registered. 19. In State Industrial and Investment Corporation of Maharashtra Limited (supra) it was held by the Bombay High Court that wherever a certificate of registration of charge issued under Section 132 of the Act, the registration cannot be challenged, but that does not mean where there is no registration certificate, the charge is void. The validity of the charge is governed by the provisions of Section 125 of the Act. Where the Companies fails to file with the Registrar the particulars of charge as required under Section 125, the charge would be void as against the Official Liquidator. The charge however filled in with full particulars, if it is not entered in the register will not the material. 20. In N. Babu Janardhanam and another (supra), Madras High Court held that charge-holder is not required to do more than, particulars for registration. The delay by Registrar does not effect the right of the charge-holder. The registered charge is effective from the date of creation of charge. 20. In N. Babu Janardhanam and another (supra), Madras High Court held that charge-holder is not required to do more than, particulars for registration. The delay by Registrar does not effect the right of the charge-holder. The registered charge is effective from the date of creation of charge. The charge presented for registration before winding up petition is filed and registered during the pendency of the petition will not be void under Section 125 of the Act. 21. The issue of registration certificate is a conclusive proof of the registration of the charge. A person alleging that the charge is not registered, will not succeed if a registration certificate is issued. In that case the burden of proof that the charge was not validly registered is upon him who asserts the same. Where however the registration certificate is not issued, the burden would shift upon the Company or Financial Institution which claims that the charge was submitted for registration with full particulars, within time with prescribed fees in accordance with the Acts and the Rules. 22. In that respect T.R. Tyagarajan (supra) by Madras High Court and A.P. State Financial Corporation (supra) by Andhra Pradesh High Court does not appear to lay down the law correctly. In fact in these cases, the requirement of Section 125 and the conclusiveness of the certificate under Section 132 was not considered. 23. By an application on Form-8 dated 24.2.1990 the PICCUP sought registration of modification by way of adjustment and regularisation of term loan of Rs. 50 lacs and sought to secure the charge/amount owing on security on the charge on the same documents. Annexure-B appended to Form-8 provided for the details of advances. The register of charges was maintained by the borrowing Company on Form 13, a copy of which was annexed with From-8. The Official Liquidator or any other creditor has not pointed out any defect in the documents submitted by the PICCUP for modification of the charge and creating a charge of Rs. 50 lacs. 24. In paragraph 3 of Annexure-B to Form 13, it is stated that the earlier charge created stands modified to the extent of Rs. 15.20 lacs totalling Rs. 16.20 lacs. 25. In the appeal under Rule 164 of the Companies Court Rule, PICCUP has annexed the proof of debts submitted on Form-66 (with reference to Rule 151) of the Companies Court Rules of 1959. 15.20 lacs totalling Rs. 16.20 lacs. 25. In the appeal under Rule 164 of the Companies Court Rule, PICCUP has annexed the proof of debts submitted on Form-66 (with reference to Rule 151) of the Companies Court Rules of 1959. The PICCUP claimed Rs. 4,40,26,862.63. In Schedule-A, it gave the account position of the term loan and additional term loan and claimed Rs. 47 lacs as outstanding principal amount for the term loan and Rs. 14.40 lacs as principal amount of the additional term loan. It also claimed Rs. 1,19,324.98 as accounts recoverable and others from the Company. 26. Rule 6 of the Company (Central Governments) General Rules and Forms provides the particulars to be given for registration of charges. The charge is to be filed in Form-8 or Form-10 or Form 17 as the case may be in triplicate. Form-13 is to be filed along with the relevant Form-8 or Form-10 or Form-17 in triplicate in the case where the charge is created in Form-125 or in a series under Section 128/129 or for modification of charge under Section 135. Each modification is to be registered separately. 27. The PICCUP has established that it had secured the bridge loan of Rs. 45 lacs as first charge for which certificate was issued by the Registrar of Companies on 18.12.1987 and thereafter it had filed Form-8 with all its particulars and Form-13 on 13.3.1990 along with the prescribed fee of Rs. 70/-. In Annexure A, it had clarified that the earlier charge was modified by way of adjustment and regularisation of term loan of Rs. 50 lacs, and in Form-B it had requested to modify the charge to the extent of Rs. 15.20 lacs totalling Rs. 65.20 lacs. The charge and the additional charge as such shall be treated to be registered totalling Rs. 65.20 lacs and will be valid for its proof of debt. 28. The question framed is decided in favour of PICCUP. The appeal is consequently allowed. The Official Liquidator will recalculate the amount treating the charge of the PICCUP to be registered for Rs. 65.20 lacs. —————