PROCEDURE
TO ISSUE DEBENTURES UNDER THE COMPANIES ACT, 2013
[Applicable
Provisions: Section 42, 71, of the Companies Act, 2013]
- If the Company decides to issue secured debenture the company has to comply with the condition prescribed in the Rule 18 of the Companies (Share Capital & Debentures) Rules, 2014.
- In case appointment of Debenture Trustee, consent shall be obtained from a SEBI registered Debenture Trustee, who is proposed to be appointed. If debentures to be issued are Secured Debentures, a Debenture Trust Deed in Form No. SH – 12 or as near thereto as possible shall be executed by the Company in favour of Debenture Trustees within sixty days of allotment of Debentures.
- In the Board meeting pass resolutions for i) Approval of Offer letter for private placement in Form No. PAS – 4 and Application Forms (In case of private placement of debentures); ii) Approval of Form No. PAS – 5 (In case of private placement of debentures); iii) Approval of Debenture Trustee Agreement and appointment of a Debenture Trustee (In case of Secured Debentures only); iv) Appointment of an expert for valuation (In case of private placement of debentures); v) Approval of increase of borrowing powers, if required; vi) To authorize for creation of charge on the assets of the company; vii) Approve the Debenture Subscription Agreement; viii) To fix day, date and time for the extraordinary general meeting of shareholders.
- Prepare the draft of i) Debenture Subscription Agreement; ii) Offer Letter for private placement in Form No. PAS – 4 and Application Forms; iii) Records of a private placement offer in Form No. PAS – 5; iv) Debenture Trustee Agreement; v) Mortgage Agreement for creation of charge on assets of the company.
- Issue notices of extraordinary general meeting along with the explanatory statement.
- Hold extraordinary general meeting and pass special resolution to issue convertible secured debentures and increase borrowing powers of the company and to authorize the Board to create charge on the assets of the company.
- File Form No. PAS – 4 and PAS – 5 in Form No. GNL – 2 with the Registrar of Companies.
- File Offer Letter in Form No. MGT – 14 with the Registrar of the Companies.
- File copy of Board resolutions, Special Resolution, Debenture Subscription Agreement, Debenture Trustee Agreement etc in Form No. MGT – 14 with the Registrar of Companies.
- File Form No. PAS – 3 (Return of allotment) with the Registrar of Companies after making allotment of debentures.
- File Form No CHG – 9 for creation of charge on assets of the Company.
DRAFT FORMAT
Allotment Board Resolution
========================================================================
EXTRACT OF THE
RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF
_______________________LIMITED ON _________(DAY) ____TH
DAY OF __________(MONTH) AT _________(TIME) AT REGISTERED OFFICE OF
THE COMPANY
Item
# 3
Issue and allotment of Unsecured-Convertible Debentures and/ or other
debt Securities on private placement basis:
RESOLVED
THAT
subject to the authorisation by the Company in the general meeting
and pursuant to section 42, 71 of the Companies Act 2013 and all
other applicable provisions, if any, of the Companies Act, 2013 (the
“Act”), (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force) read with the
Rules made thereunder including Companies (Prospectus and Allotment
of Securities) Rules, 2014, as may be amended from time to time
_____________ Unsecured-Convertible debenture of Rs. _____ each of
the Company be and are hereby allotted to the persons mentioned in
the allotment list placed before the meeting and initialled by the
Chairman so that each allottee receives the number of debentures
specified against his name in the list.”
RESOLVED
FURTHER THAT
the draft letter of allotment and draft letter of regret placed
before the meeting and initialled by the Chairman for the purpose of
identification be and are hereby approved and the Company Secretary
Mr.__________ of the Company be directed to issue the said letters of
allotment or letter of regret with refund vouchers as the case may
be.”
RESOLVED
FURTHER THAT
the ______(Bank Name), ______ Branch, ____(City), in which the
Company has opened an account “_____________ Limited Debenture
Account” be and is hereby authorized to receive debenture allotment
monies and to credit the said account with such amount.”
RESOLVED
FURTHER THAT
the said Bank be and is hereby authorized to honour debenture refund
vouchers from and out of the credit balance in the said account.”
//
Certified True Copy //
For
And On behalf of Board of Directors
_______________Limited
Director
DIN_________
Board Resolution
========================================================================
EXTRACT OF THE
RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF
_______________________LIMITED ON _________(DAY) ____TH
DAY OF __________(MONTH) AT _________(TIME) AT REGISTERED OFFICE OF
THE COMPANY
Item
# 3
Approval of Issue and allotment of Unsecured-Convertible Debentures
and/ or other debt Securities on private placement basis:
“RESOLVED
THAT, pursuant
to the provisions of Sections 42, 71 and all other applicable
provisions, if any, of the Companies Act, 2013 (the “Act”),
(including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force) read with the Rules made thereunder
including Companies (Prospectus and Allotment of Securities) Rules,
2014, as may be amended from time to time, and
pursuant to applicable provisions of the Securities and Exchange
Board of India (Issue and Listing of Debt Securities) Regulations,
2008 and other applicable guidelines or regulations issued by the
Securities and Exchange Board of India,
the provision of the Memorandum and Articles of Association of the
Company and subject to such other applicable laws, rules, regulations
and guidelines, and subject to the approval of the Members of the
Company in General Meeting the consent of the Board of Directors of
the Company be and is hereby accorded for making offer(s) or
invitation(s) to subscribe to Unsecured Convertible Debentures
including but not limited to subordinate debt, bonds, and/ or other
debt securities, etc.,(hereinafter collectively referred as
“Securities”) on a private placement basis, listed or unlisted in
one or more tranches, during the period of one year from the date of
passing Special Resolution by the Members, within the overall
outstanding borrowing limits approved by the Members.
RESOLVED
FURTHER THAT, for
the purpose of giving effect to the foregoing Resolution, the Board
be and is hereby authorized to determine the terms of the issue
including the class of investors to whom such Securities to be
issued, time, total amount to be raised by issuance of Securities,
Securities to be offered, the number of Securities, tranches, issue
price, tenor, interest rate, premium/ discount, and to do all such
acts, deeds, filings, matters and things and execute all such deeds,
documents, instruments and writings as may be required, with powers
on behalf of the Company to settle all questions, difficulties or
doubts that may arise in this regard as the Board may in its sole and
absolute discretion deems fit and delegate all or any of its powers
herein conferred to any director(s) and/ or officer(s) of the
Company, if required, as it may in its absolute discretion deem it
necessary or desirable.”
//
Certified True Copy //
For
And On behalf of Board of Directors
_______________Limited
Director
DIN_________
General Meeting Resolution
========================================================================
EXTRACT OF THE
RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF
_______________________LIMITED ON _________(DAY) ____TH
DAY OF __________(MONTH) AT _________(TIME) AT REGISTERED OFFICE OF
THE COMPANY
Item
# 1
Approval of Issue and allotment of Unsecured-Convertible Debentures
and/ or other debt Securities on private placement basis:
“RESOLVED
THAT, pursuant
to the provisions of Sections 42, 71 and all other applicable
provisions, if any, of the Companies Act, 2013 (the “Act”),
(including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force) read with the Rules made thereunder
including Companies (Prospectus and Allotment of Securities) Rules,
2014, as may be amended from time to time, and pursuant
to applicable provisions of the Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008 and
other applicable guidelines or regulations issued by the Securities
and Exchange Board of India,
the provision of the Memorandum and Articles of Association of the
Company and subject to such other applicable laws, rules, regulations
and guidelines, approval of the Members of the Company be and is
hereby accorded to the Board of Directors of the Company (hereinafter
referred to as the “Board” which term shall be deemed to include
any of the existing Committee of the Board or which the Board may
constitute to exercise its powers, including the powers conferred by
this Resolution) for making offer(s) or invitation(s) to subscribe to
Unsecured Convertible Debentures including but not limited to
subordinate debt, bonds, and/ or other debt securities,
etc.,(hereinafter collectively referred as “Securities”) on a
private placement basis, listed or unlisted in one or more tranches,
during the period of one year from the date of passing this Special
Resolution by the Members, within the overall outstanding borrowing
limits approved by the Members.
RESOLVED
FURTHER THAT, for
the purpose of giving effect to the foregoing Resolution, the Board
be and is hereby authorized to determine the terms of the issue
including the class of investors to whom such Securities to be
issued, time, total amount to be raised by issuance of Securities,
Securities to be offered, the number of Securities, tranches, issue
price, tenor, interest rate, premium/ discount, and to do all such
acts, deeds, filings, matters and things and execute all such deeds,
documents, instruments and writings as may be required, with powers
on behalf of the Company to settle all questions, difficulties or
doubts that may arise in this regard as the Board may in its sole and
absolute discretion deems fit and delegate all or any of its powers
herein conferred to any director(s) and/ or officer(s) of the
Company, if required, as it may in its absolute discretion deem it
necessary or desirable.”
//
Certified True Copy //
For
And On behalf of Board of Directors
_______________Limited
Director
DIN_________
Notice of Board Meeting - Allotment
NOTICE
OF BOARD MEETING
Date:
To
The
Directors
M/s
__________________
Address :___________________
Dear
Sir,
Please
take notice that, the meeting of Board of Directors of M/s __________
is proposed to be held on the _____________, 2016 at 11.00 AM at the
registered office of the Company to transact the business as stated
in the Agenda.
You
are request to make it convenient to attend the meeting.
Yours
faithfully,
For
_________________
Director
DIN__________
=========================================================================
AGENDA OF THE MEETING OF
THE BOARD OF DIRECTORS OF _________________ PRIVATE LIMITED HELD ON
_______________________, 2016 AT 11.00 A.M AT THE REGISTERED OFFICE
OF THE COMPANY.
AGENDA
ITEMS
- To grant leave of absence.
- To confirm Minutes of previous Board Meeting.
- Any Other Items With the permission of the chair.
For _______________ Private Limited
Director
DIN_______
=========================================================================
ACKNOWLEDGEMENT OF THE
RECEIPT OF THE NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
____________ LIMITED TO BE HELD ON__________________, 2016 AT 11.00
AM AT THE REGISTERED OFFICE OF THE COMPANY.
S.
No.
|
Name
of the Director
|
Signature
|
1.
|
||
2.
|
||
3.
|
========================================================================
ATTENDANCE SHEET OF THE
MEETING OF THE BOARD OF DIRECTORS OF ________________________PRIVATE
LIMITED HELD ON __________________, 2016 AT 11.00 AM AT THE
REGISTERED OFFICE OF THE COMPANY.
S.
No.
|
Name
of the Director
|
Signature
|
1.
|
||
2.
|
||
3.
|
Notice of Board Meeting
NOTICE
OF BOARD MEETING
To
The
Directors
M/s
__________________
Address : _______________-
Dear
Sir,
Please
take notice that, the meeting of Board of Directors of M/s __________
is proposed to be held on the _____________, 2016 at 11.00 AM at the
registered office of the Company to transact the business as stated
in the Agenda.
You
are request to make it convenient to attend the meeting.
Yours
faithfully
For
_________________
Director
DIN__________
=================================================================
AGENDA OF THE MEETING OF
THE BOARD OF DIRECTORS OF _________________ PRIVATE LIMITED HELD ON
_______________________, 2016 AT 11.00 A.M AT THE REGISTERED OFFICE
OF THE COMPANY.
AGENDA
ITEMS
- To grant leave of absence.
- To confirm Minutes of previous Board Meeting.
- To get Approval of Issue and allotment of Unsecured-Convertible Debentures and/ or other debt Securities on private placement basis
- To Fix date, time and Venue of Extra Ordinary General Meeting and approval of Draft EGM Notice.
- Any Other Items With the permission of the chair.
For _______________ Private Limited
Director
DIN_______
=================================================================
ACKNOWLEDGEMENT OF THE
RECEIPT OF THE NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
____________ LIMITED TO BE HELD ON__________________, 2016 AT 11.00
AM AT THE REGISTERED OFFICE OF THE COMPANY.
S.
No.
|
Name
of the Director
|
Signature
|
1.
|
||
2.
|
||
3.
|
=================================================================
ATTENDANCE SHEET OF THE
MEETING OF THE BOARD OF DIRECTORS OF ________________________PRIVATE
LIMITED HELD ON __________________, 2016 AT 11.00 AM AT THE
REGISTERED OFFICE OF THE COMPANY.
S.
No.
|
Name
of the Director
|
Signature
|
1.
|
||
2.
|
||
3.
|
Notice of General Meeting
========================================================================
NOTICE IS HEREBY GIVEN
THAT AN EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF
_____________ LIMITED WILL BE HELD ON _______________, 2016 AT 11.00
AM AT THE REGISTERED OFFICE OF THE COMPANY TO TRANSACT THE FOLLOWING
SPECIAL BUSINESS:
Item
# 1
Approval of Issue and allotment of Unsecured-Convertible Debentures
and/ or other debt Securities on private placement basis:
To
consider and, if thought fit, to pass with or without modification,
the following Resolution as a Special Resolution:
“RESOLVED
THAT, pursuant
to the provisions of Sections 42, 71 and all other applicable
provisions, if any, of the Companies Act, 2013 (the “Act”),
(including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force) read with the Rules made thereunder
including Companies (Prospectus and Allotment of Securities) Rules,
2014, as may be amended from time to time, and pursuant
to applicable provisions of the Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008 and
other applicable guidelines or regulations issued by the Securities
and Exchange Board of India,
the provision of the Memorandum and Articles of Association of the
Company and subject to such other applicable laws, rules, regulations
and guidelines, approval of the Members of the Company be and is
hereby accorded to the Board of Directors of the Company (hereinafter
referred to as the “Board” which term shall be deemed to include
any of the existing Committee of the Board or which the Board may
constitute to exercise its powers, including the powers conferred by
this Resolution) for making offer(s) or invitation(s) to subscribe to
Unsecured Convertible Debentures including but not limited to
subordinate debt, bonds, and/ or other debt securities,
etc.,(hereinafter collectively referred as “Securities”) on a
private placement basis, listed or unlisted in one or more tranches,
during the period of one year from the date of passing this Special
Resolution by the Members, within the overall outstanding borrowing
limits approved by the Members.
RESOLVED
FURTHER THAT, for
the purpose of giving effect to the foregoing Resolution, the Board
be and is hereby authorized to determine the terms of the issue
including the class of investors to whom such Securities to be
issued, time, total amount to be raised by issuance of Securities,
Securities to be offered, the number of Securities, tranches, issue
price, tenor, interest rate, premium/ discount, and to do all such
acts, deeds, filings, matters and things and execute all such deeds,
documents, instruments and writings as may be required, with powers
on behalf of the Company to settle all questions, difficulties or
doubts that may arise in this regard as the Board may in its sole and
absolute discretion deems fit and delegate all or any of its powers
herein conferred to any director(s) and/ or officer(s) of the
Company, if required, as it may in its absolute discretion deem it
necessary or desirable.”
NOTES:
1.
Explanatory
statement pursuant to Section 102 of the Companies Act, 2013 is
annexed hereto.
2.
A member
entitled to attend and vote at the meeting is entitled to appoint one
or more proxies to attend and vote instead of himself and such proxy
need not be a member of the Company.
3. The instrument(s)
appointing the proxy, if any, shall be delivered at the Registered
Office of the company not less than 48 hours before the commencement
of the Meeting and in default, the instrument of proxy shall be
treated as invalid. Proxies shall not have any right to speak at the
meeting.
4.
Members are requested to bring their copy of the notice to the
meeting.
EXPLANATORY
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
As
per the provisions of Section 42, 71 and other applicable provisions
of the Companies Act, 2013 (the “Act”) and the rules made
thereunder, a company offering or making an invitation to subscribe
to Unsecured Convertible Debentures (“UCDs”) on a private
placement basis is required to obtain prior approval of the Members
of the Company by way of a Special Resolution. Such a Special
Resolution would remain valid for a period of one year from the date
of passing, for all the offers and invitations for such UCDs to be
made during the year.
UCDs
including subordinated debts, bonds, and/ or other debt securities
etc. issued on private placement basis constitute an alternate source
of borrowing for the Company other than traditional borrowings from
banks and financial institutions.
It
is proposed to offer or invite subscriptions for secured UCDs
including subordinate debts, bonds, and/ or other debt securities,
etc., on a private placement basis, in one or more tranches, within
the overall outstanding borrowing limits of the Company, as approved
by the Members, with an authority to the Board of Directors of the
Company (hereinafter referred to as the “Board” which term shall
be deemed to include any of the existing Committee of the Board or
which the Board may constitute to exercise its powers, including the
powers conferred by this Resolution) to determine the terms and
conditions, including the issue price of the UCDs, interest rate,
repayment, security or otherwise, as it may deem expedient and to do
all such acts, deeds, matters and things in connection therewith and
incidental thereto as the Board in its absolute discretion deems fit,
without being required to seek any further consent or approval of the
Members or otherwise to the end and intent that they shall be deemed
to have given their approval thereto expressly by the authority of
the Resolution. Accordingly, approval of the Members is being sought
by way of a Special Resolution under Section 42 and other applicable
provisions, if any of the Act and its rules thereunder.
The
Board accordingly recommends the Special Resolution for the approval
of the Members.
None
of the Directors, Key Managerial Personnel and their relatives is, in
any way, concerned or interested in the said Resolution, except to
the extent of equity shares/ stock options of the Company held by
them.
PAS - 5
Sr. No.
|
Name
&
occupation
of
Allottee
|
Address
of
Allottee
|
Father’s
Name
|
Number
of
shares
allotted
|
Value
of shares
(in
Rs.)
Allotted
for cash
|
e-mail
ID
|
TOTAL
|
||||||
(VI)
Initial of the Officer of the company designated to keep the Record:
_____________
(__________)
By
order of the Board of Directors
Director
Thanks & Regards,
CS Meetesh Shiroya
Awesome! Thanks for providing all the details in such a clear manner. Please continue your guidance.
ReplyDeleteCan I get a specimen of Letter of allotment of debentures?
ReplyDeleteExcellent explanation with all the required Details.
Thank you!! its very Useful
ReplyDeleteVery helpful tx.
ReplyDeleteContact: pedroloanss@gmail.com / WhatsApp Number+1-8632310632 for loan offer,
ReplyDeleteMr Pedro enabled me to take advantage of an incredible opportunity to relocate and expand my business with his loan offer, at a pivotal time. The support I received from the Loan Firm Pedro working for it was priceless.