Suyog S Kabra

INDICATIVE LIST OF DOCUMENTS TO BE CHECKED

i. Minutes of Board meeting

ii. Notice along with Explanatory Statement

iii. Minutes of General meeting

iv. Charge Documents

v. Prospectus or letter of offer for subscription of debentures

vi. Written consent from debenture trustee

vii. Requisition signed by debenture holders for meeting

viii. Trust deed (SH – 12)

ix. Financial Statement

Checklist for Issue Of Debentures Under Companies Act, 2013

Sr.

No.

Particulars
1 An issue of secured debentures may be made, project the date of its redemption does not exceed ten years from the date of issue

A company engaged in the setting up infrastructure projects may issue secured debentures for a period exceeding ten years but not exceeding thirty years (Rule 18 companies (Share Capital and Debentures) Rules 2014

·         In case of any issue of debentures by a Government company which is fully secured by the guarantee given by Central Government or one or more State Government or both, the requirement for creation of charge shall not apply

·         In case of any loan taken by a subsidiary company from any bank or financial institution, the charge or mortgage may be created on properties or assets of the holding company.

2 The company has appointed a debenture trustee before the issue of prospectus or letter of offer for subscription of its debentures
3 A trust deed in form NO. SH 12or as near thereto as possible has been executed by the company issuing debentures in favour of the debentures trustees within three months of closure of the offer
4 The company has created a Debenture Redemption Reserve for the purpose of redemption of debentures in accordance with the conditions specified in sub rule (7) of rule 18 of companies (share capital and debentures) Rules 2014
5 In case, any amount received by a company against issue of commercial paper or any other similar instrument issued in accordance with the guidelines or regulations or notification issued by Reserve Bank of India, Rule 18 shall not apply
6 In case of any offer of Foreign currency convertible bonds or foreign currency bonds issued in accordance with Foreign Currency Convertible Bonds and Ordinary /shares (Through Depositary Receipt Mechanism) Scheme 1993 or regulations or directions issued by Reserve Bank of India, Rule 18 shall not apply, unless otherwise provided in such Scheme or regulations or directions.

(Suyog S Kabra is  partner with White Collar Legal LLP and can be reached at whitecollarlegal@gmail.com)

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