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STEPS INVOLVED IN ISSUE/ PRIVATE PLACEMENT OF DEBENTURE BY PRIVATE LIMITED COMPANY

  • REQUIED APPROVALS:
    • APPROVAL OF BOARD TO ISSUE DEBENTURES (S.179)
    • APPOINTMENT OF TRUSTEES(IF DEBN.HOLDER >500)(S.71)
    • APPROVAL OF DEBENTURE CERTIFICATE FORMAT
    • APPROVAL OF TRUST DEED SH.12 (IF DEBN.HOLDER >500) (S.71)
  • PRIVATE PLACEMENT OF SECURTIES: (SECTION 42) SPECIAL RESOLUTION REQUIRED
  • EQUITABLE MORTGAGE :EXECUTION OF INSTRUMENT

Issue of debentures shall be secured by the creation of a charge on the properties or assets of the company or its subsidiaries or its holding company or its associates companies, having a value which is sufficient for the due repayment of the amount of debentures and interest thereon."

  • FILING OF MODIFICATION OF CHARGE WITH THE REGISTRAR OF COMPANIES IN CHG:9
  • TIME LIMIT FOR ISSUE OF DEBENTURE CERTIFICATE within 6 months from the date of allotment
  • CREATION OF DEBENTURE REDEMPTION RESERVE:

Out of the profits of the company available for payment of dividend. For unlisted companies issuing debentures on private placement basis, the DRR will be 25% of the value of the value of outstanding debentures

  • RETURN OF ALLOTMENT OF DEBENTURES (PAS-3) with in thirty days form allotment.
  • PRIVATE PLACEMENT OFFER LETTER(PAS 4)
  • COMPLETE RECORD OF PRIVATE PLACEMENT (PAS 5)
  • MAINTENANCE OF REGISTER OF DEBENTURE HOLDERS  (MGT 2)
  • PAYMENT OF STAMP DUTY ON THE DEBENTURES VARY STATE TO STATE

IF LISTED ON STOCKEXCHANGE THEN FOLLOW THE REGULATION SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 + SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) 2015

CONVERTIBLE DEBENTURES, A SPECIAL RESOLUTION SHOULD BE PASSED AT A GENERAL MEETING. + ISSUE AND LISTING OF CONVERTIBLE DEBT SECURITIES, PROVISIONS MENTIONED IN SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009


                                                                                 
 
     
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