ISSUE OF COMPULSORY CONVERTIBLE DEBENTURES

Hi,

If a company issues Convertible Debetures for 10 years in Private limited company, is it possible to NOT convert towards the end and pay off the liability to the debenture holders with due interest rate.

Look forward for professional advice.

thanks

CS Medha

Replies (5)
Quick Summary
This discussion addresses whether a private limited company can choose to repay Compulsory Convertible Debentures (CCDs) with interest at maturity, rather than converting them. The consensus suggests this is possible, provided the terms of issue allow for it and the express consent of all debenture holders is obtained, alongside NCLT approval. It also touches upon the need to adjust authorised share capital only if conversion is the chosen path.

As per my limited understanding of the provisions, section 71 read with Rule 18 Which provide the express authority to Debenture trustee,  in case the violation of terms of issue at which conversion or redemption needs to do, apply or  file petition to NCLT to secure the interest of debenture holders. 

Now one another way out to do this by getting the express consent of each and every holder of debt securities for the redemption and this transaction also approved by NCLT. 

Trust this clarifies the position. 

As per my limited understanding of the provisions, section 71 read with Rule 18 Which provide the express authority to Debenture trustee,  in case the violation of terms of issue at which conversion or redemption needs to do, apply or  file petition to NCLT to secure the interest of debenture holders. 

Now one another way out to do this by getting the express consent of each and every holder of debt securities for the redemption and this transaction also approved by NCLT. 

Trust this clarifies the position. 

As per my limited understanding of the provisions, section 71 read with Rule 18 Which provide the express authority to Debenture trustee,  in case the violation of terms of issue at which conversion or redemption needs to do, apply or  file petition to NCLT to secure the interest of debenture holders. 

Now one another way out to do this by getting the express consent of each and every holder of debt securities for the redemption and this transaction also approved by NCLT. 

Trust this clarifies the position. 

Hi Harish,

Thanks for your reply.

If while drafting the terms and conditions for the issue, we mention there with permission of trustee there is option to repay the debt to debenture holders without the conversion then it means it shall work that way.

Further since we are planning for CCD so pls check if authorized capital is to be raised while issuing such debentures or not?

Thanks and Regards

Medha

This can be done in that way but the approval is not limited to Debenture trustee but also from the debt holder also. 

As far as Authorised capital is concerned you already put The flexible condition for maturity you have two option either convert or redeem. 

So accordingly plan it out for the increment of authorised share capital once you proceed with the option of conversion. Otherwise there is no requirement for change of memorandum by way of increment in Authorised share capital. 

 

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