Convertible debentures

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This query is : Resolved

Shalini Arora (Querist)

28 May 2009 Pls. suggest the procedure/ applicable guidelines for issue of convertible debentures on private placement basis by a listed company

CS. Ashish Shah

CS. Ashish Shah (Expert)

02 June 2009 Dear Shalini,

Listed Companies needs to following the SEBI (DIP) Guidelines for the issuance of NCDs.

A brief procedure is as follows:

1. Pass the Board Resolution for appointment of Lead Manager, Debenture Trustees etc.

2. Prepare the Information Memrandum for the NCDs and file the same with Stock Exchange

3. Make an in-principal approval application with the Stock Exchange(s) where you want to list your debentures

4. File a Corporate Action Form with NSDL and CDSL for creation of new ISIN.

5. Hold Board Meeting for the execution of documents like Mortgage Deeds, Trust Deeds etc and allotment of Debentures

6. File Corporate Action Form for the allotoment letter / allotment of Debenture to the Debenture holders in the demate form (with NSDL or CDSL, as may be applicable)

7. Execute the documents.

8. File Form 8 with ROC for creation of Charge.

9. Make the listing application with the Stock Exchange.

10. get the Debentures listed.

This is the brief procedure as per my practical expeirence.

With Regards,

Ashish Shah

Shalini Arora

Shalini Arora (Querist)

03 June 2009 Thanks a lot Ashish but these are not NCDs but convertible debentures so Information Memorandum need not be filed i guess.

Shalini Arora

Shalini Arora (Querist)

03 June 2009

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