(a) 1. Intimation regarding Satisfaction of Charge: **Section 82** of the
Companies Act, 2013, requires a company to give intimation of
payment or satisfaction in full of any charge earlier registered, to the
Registrar in the prescribed form. The intimation needs to be given
within a period of 30 days from the date of such payment or
satisfaction.
Extended Period of intimation: Proviso to **Section 82(1)** extends the
period of intimation from 30 days to 300 days. Accordingly, it is
provided that the Registrar may, on an application by the company or
the charge holder, allow such intimation of payment or satisfaction to
be made within a period of three hundred days of such payment or
satisfaction on payment of prescribed additional fees.
2. Notice to the Holder of Charge by the Registrar: On receipt of
intimation, the Registrar shall cause a notice to be sent to the holder
of the charge calling upon him to show cause within such time as
specified in the notice but not exceeding 14 days, as to why payment
or satisfaction in full should not be recorded.
If no cause is shown by the charge-holder, the Registrar shall order
entering of a memorandum of satisfaction in the register of charges
kept by him and accordingly, he shall inform the company of having
done so.
However, no notice is required to be sent, in case the intimation to
the Registrar in this regard is in the specified form [CHG - 4] and
signed by the holder of charge.
If any cause is shown by the charge-holder, the Registrar shall
record a note to that effect in the register of charges and inform the
company.
3.
Issue of Certificate: As per **Rule 8** (2) of the Companies (Registration
of Charges) Rules, 2014, in case the Registrar enters a memorandum
of satisfaction of charge in full, he shall issue a certificate of
registration of satisfaction of charge in Form No. CHG-5.
In the instant case, DNC Hydro Limited has to follow the above legal
and procedural steps to remove the old charge from ROC records.
Alternate Conclusion:
As the SPM bank has already issued a no dues certificate, DNC Hydro
Limited should file the form CHG-4 within the extended period of
limitation i.e. within 30 to 300 days. Accordingly, the Registrar may, on an
application by the company allow such intimation of payment or
satisfaction to be made within a period of three hundred days of such
payment or satisfaction on payment of prescribed fees. The Registrar shall
not cause any notice to be sent to SPM Bank in this case as NOC has been
issued by it and just register the satisfaction after payment of prescribed
fees.
(b) As per **Section 2(42)** of the Companies Act, 2013, “Foreign Company”
means any company or body corporate incorporated outside India which-
(a) has a place of business in India whether by itself or through an agent,
physically or through electronic mode; and
(b) conducts any business activity in India in any other manner.
Applicability of Act to Foreign Companies: Sections 380 to 386 (both
inclusive) and Sections 392 and 393 of the Companies Act, 2013 (the Act)
shall apply to all foreign companies. It implies that all companies which
falls within the definition of foreign company as per **Section 2(42)**, shall
comply with the provisions of this Chapter.
Requirement of holding of paid-up share capital:
As per **Section 379(2)** of the Act, where not less than 50% of the paid-up
share capital, whether equity or preference or partly equity and partly
preference, of a foreign company incorporated outside India is held by:
CORPORATE AND OTHER LAWS
(i) one or more citizens of India; or
(ii) by one or more companies or bodies corporate incorporated in India;
or
(iii) by one or more citizens of India and one or more companies or
bodies corporate incorporated in India,
whether singly or in the aggregate, such foreign company shall also
comply with the provisions of Chapter XXII and such other prescribed
provisions of the Act with regard to the business carried on by it in India
as if it were a company incorporated in India.
In the instant case, ABC Inc. will also be required to comply with the
provisions of Chapter XXII as 50% of the shares of ABC Inc. are held by
PQR Private Limited, a company incorporated in India.
(c) Definition of ‘Foreign Exchange’
According to **Section 2(n)** of the Foreign Exchange Management Act,
1999, Foreign Exchange means foreign currency and includes:
(i) deposits, credits and balances payable in any foreign currency,
(ii) drafts, travelers’ cheques, letters of credit or bills of exchange,
expressed or drawn in Indian currency but payable in any foreign
currency,
(iii) drafts, travelers’ cheques, letters of credit or bills of exchange drawn
by banks, institutions or persons outside India, but payable in Indian
currency.
Definition of ‘Foreign Security’
According to **Section 2(o)** of the Foreign Exchange Management Act,
1999, Foreign Security means any security, in the form of shares, stocks,
bonds, debentures or any other instrument denominated or expressed in
foreign currency and includes securities expressed in foreign currency, but
where redemption or any form of return such as interest or dividends is
payable in Indian currency.