Section 77 (registration of charges) shall also apply to:
1. A company acquiring property which is already subject to a charge (the company takes over property along with the existing charge).
2. Modification of the terms or conditions of any charge already registered (including change in rate of interest, principal, extent of property covered, etc.).
## Forms Used
Form CHG-1 — for modification of charge (other than debentures).
Form CHG-9 — for modification of charge securing debentures.
## Consequence
On registration of modification, ROC issues Certificate of Modification of Charge in Form CHG-3.
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# Section 80 — Date of Notice of Charge (Constructive Notice)
## Principle
Where any charge on any property or assets of a company is registered under Section 77, any person acquiring such property shall be deemed to have notice of the charge from the date of such registration.
## What does this mean?
Registration creates public notice.
Any subsequent buyer/lender cannot claim ignorance.
This is called constructive notice — knowledge is presumed by law.
## Practical Importance
Protects the charge-holder against bona fide purchasers.
Anyone proposing to buy property from a company is expected to search the ROC register of charges before transacting.
Worked example
### Example 1
Example (Sec 79): ABC Ltd. acquires a building from DEF Ltd. on which a charge already exists in favour of HDFC Bank. ABC must register the charge with ROC in Form CHG-1 within the prescribed time.
### Example 2
Example (Sec 79 — modification): A charge was registered with interest at 10%; later renegotiated to 12%. This is a modification and requires fresh filing of CHG-1.
### Example 3
Example (Sec 80): PQR Ltd. has a charge on its land registered in favour of ICICI. Mr. X buys this land from PQR. X cannot claim he didn't know about the charge — by virtue of Sec 80, he is deemed to have notice from the date of registration.
⚠️ Common exam mistakes
Missing that Sec 77's time limits apply equally to modification — there is no separate, longer window.
Confusing constructive notice (Sec 80) with actual notice — Sec 80 applies regardless of whether the buyer searched the register.
Forgetting that acquisition of charged property also triggers registration obligation.
Bare-Act text Sections 79 & 80 · Companies Act, 2013 · click to expand
Sec 79: The provisions of section 77 relating to registration of charges shall, so far as may be, apply to (a) a company acquiring any property subject to a charge within the meaning of that section; or (b) any modification in the terms or conditions or the extent or operation of any charge registered under that section.
Sec 80: Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets, undertakings or part thereof or any share or interest therein shall be deemed to have notice of the charge from the date of such registration.