Charge registration formalities validate a mortgage if particulars are filed within thirty days, preserving the creditor's entitlement to proceeds.

Filing the prescribed particulars and a duly verified copy of a charge with the Registrar within the thirty day period validates the charge against the liquidator even if a registration certificate is absent; therefore the creditor's charge is valid. A sale by a chargee exercised under its power of sale outside the company's winding up is not void for want of leave under the winding up provisions. Consequently the secured creditor is entitled to receive its secured share of the sale proceeds and the liquidator is precluded from claiming that portion.

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Issues: (i) Whether the charge created by the mortgage deed is void against the liquidator for want of registration under section 125(1) of the Companies Act; (ii) Whether the sale of the secured property by the chargee was void under section 537 of the Companies Act by reason of the company's winding-up; (iii) Whether the creditor claiming under the mortgage is entitled to a specified share of the sale proceeds.

Issue (i): Whether failure to obtain a certificate of registration from the Registrar or any subsequent entry on the register renders the charge void against the liquidator.

Analysis: Section 125(1) makes a charge void against the liquidator unless the prescribed particulars and the instrument or a duly verified copy are filed with the Registrar within thirty days of creation. Section 132 makes a certificate of registration conclusive evidence of registration but does not make the absence of a certificate determinative of voidness where the prescribed documents were in fact filed within the statutory period. Evidence established that the prescribed particulars and a duly verified copy of the mortgage deed were filed in Form 8 within thirty days of April 23, 1976.

Conclusion: The charge is not void against the liquidator; the creditor's charge is valid.

Issue (ii): Whether the sale by the chargee of the secured property was void under section 537 because of the winding-up.

Analysis: Section 537 renders sales void only if effected without leave of the court where the sale occurs after commencement of winding-up and involves intervention of the court for enforcement measures; prior case law limits the requirement of leave to instances of court intervention such as attachment, execution or initiating proceedings. The sale in question was effected outside the winding-up and in exercise of the power of sale vested in the mortgagee.

Conclusion: The sale by the chargee was not void under section 537.

Issue (iii): Whether the creditor asserting a valid charge is entitled to the specified share of the sale proceeds.

Analysis: Given the validity of the charge and the validity of the sale, the creditor holding the mortgage that secures the specified amount is entitled to receive its secured share from the sale proceeds; consequently the liquidator has no claim to that portion of the proceeds.

Conclusion: The creditor is entitled to the claimed sum from the sale proceeds and the liquidator is not entitled to that portion.

Final Conclusion: The judge's summons is made absolute in terms of declarations that the creditor's charge is valid, that the creditor is entitled to its secured share of the sale proceeds, and that the liquidator is restrained from claiming that portion; the earlier orders are set aside and substituted accordingly.

Ratio Decidendi: Filing the prescribed particulars and a duly verified copy of the instrument with the Registrar within the thirty-day period prescribed by section 125(1) validates a charge against the liquidator even in the absence of a registration certificate, and a sale by a chargee in exercise of its power of sale effected outside the winding-up is not void under section 537.

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