Imagine Rajesh & Co. Pvt. Ltd. took a term loan from SBI and the bank registered a charge over the company's factory. Five years later, the loan is fully repaid. Does the charge just disappear automatically? No. The company must actively tell the Registrar of Companies (RoC) that the charge has been settled — that's exactly what Section 82 is about.
The core rule is simple: Once a registered charge is paid off or satisfied in full, the company must file an intimation with the RoC in the prescribed form within 30 days of the date of payment/satisfaction. Miss that 30-day window? You can still file, but only up to 300 days from the date of satisfaction — by making an application and paying additional fees. Beyond 300 days, you'd need a court/NCLT order. Once the RoC receives this intimation, they don't just take the company's word for it. They send a show-cause notice to the charge holder (e.g., SBI in our example), giving them up to 14 days to object. If SBI says nothing within those 14 days, the RoC records a memorandum of satisfaction in the Register of Charges (maintained under Section 81) and informs the company. If SBI does raise an objection, the RoC notes it in the register and informs the company — but no memorandum of satisfaction is entered yet.
One important shortcut: the show-cause notice to the charge holder is not required if the intimation filed by the company is already in the specified form and is signed by the charge holder themselves — meaning the lender has already acknowledged repayment. Also note that Section 82 doesn't limit the RoC's independent power to make entries in the register under Section 83. This section is frequently tested as a 4-mark or 6-mark question — examiners love asking about the timelines and the show-cause notice procedure.
📊 Worked example
Example 1 — Standard filing within time
Rajesh & Co. Pvt. Ltd. fully repays its loan to Axis Bank on 1st April 2025. The charge was registered earlier under Section 77.
- Step 1: Company must file intimation of satisfaction with RoC within 30 days, i.e., by 1st May 2025.
- Step 2: RoC receives the filing and sends a show-cause notice to Axis Bank, giving them up to 14 days to object.
- Step 3: Axis Bank raises no objection within 14 days.
- Step 4: RoC records a memorandum of satisfaction in the Register of Charges and informs Rajesh & Co.
- Result: Charge is officially cleared from public records.
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Example 2 — Late filing with condonation
Ms. Iyer's company, Iyer Textiles Pvt. Ltd., repaid its HDFC Bank loan on 1st January 2025 but forgot to file the satisfaction intimation. They realise the lapse on 15th June 2025 (165 days later).
- Step 1: 30-day free window expired on 31st January 2025 — normal filing no longer possible.
- Step 2: Company applies to RoC for condonation and pays additional prescribed fees.
- Step 3: Last permissible date for this route = 1st January 2025 + 300 days = 28th October 2025. Since 15th June 2025 is within 300 days, the application is valid.
- Step 4: RoC accepts and proceeds with the show-cause notice process.
- Result: Satisfaction recorded, but with extra cost due to late filing.
⚠️ Common exam mistakes
- Students confuse 30 days with 60 days — the timeline for satisfaction intimation under Section 82 is strictly 30 days, not 60 (which appears in other sections like 77 for charge creation). Always double-check which section's timeline you're applying.
- Students think the charge is automatically discharged once the loan is repaid — it is NOT. The company must proactively file with the RoC; repayment alone does not update the public register.
- Forgetting the show-cause notice step — many students jump from 'company files → memorandum recorded.' There's a mandatory intermediate step: RoC notifies the charge holder, who gets up to 14 days to object. Skipping this in exam answers loses marks.
- Missing the exception to the show-cause notice — if the intimation form is already signed by the charge holder, no separate notice is needed. Students often state that a notice is always mandatory.
- Treating 300 days as automatic — the extended window of 300 days is not automatic. It requires a formal application by the company or charge holder and payment of additional fees. Don't write 'the company can file up to 300 days' without mentioning the application requirement.
📖 Bare Act text — Section 82, Companies Act 2013
(click to expand)
(1) A company shall give intimation to the Registrar in the prescribed form, of the payment or satisfaction in full of any charge registered under this Chapter within a period of thirty days from the date of such payment or satisfaction. 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 such additional fees as may be prescribed. (2) The Registrar shall, on receipt of intimation under sub-section (1), cause a notice to be sent to the holder of the charge calling upon him to show cause within such time not exceeding fourteen days, as may be specified in such notice, as to why payment or satisfaction in full should not be recorded as intimated to the Registrar, and if no cause is shown, by such holder of the charge, the Registrar shall order that a memorandum of satisfaction shall be entered in the register of charges kept by him under section 81 and shall inform the company that he has done so: Provided that the notice referred to in this sub-section shall not be required to be sent, in case the intimation to the Registrar in this regard is in the specified form and signed by the holder of charge. (3) If any cause is shown, the Registrar shall record a note to that effect in the register of charges and shall inform the company. (4) Nothing in this section shall be deemed to affect the powers of the Registrar to make an entry in the register of charges under section 83 or otherwise than on receipt of an intimation from the company.
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