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Issue of Unsecured Debentures by a Pvt. Ltd. Company

09 June 2010

Can a private limited Company isse unsecured Debentures. Our Company has entered into A debenture subscripttion agreement with a investor as per which the company shall issue debentures to the investor. The debetures shall have no underlying security. As per my understanding unsecured debentures amount to deposits and thus cannot be issued by a private limited company. Is it Correct? also what are the steps for the issue of debentures .

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6 Replies

Vinod Kothari (Chief) (1269 Points)
Replied 09 June 2010

Unsecured debentures, unless convertible, amount to deposits. They can be issued to another company, as there is an exemption under Public Deposit rules for money received from a company - this exemption has a limited availability - hence be carefuly in availing the exemption

1 Like

Shruti Chawla (CS) (258 Points)
Replied 09 June 2010

Thank You Sir. We have to issue debentures to a company only. so can we go ahead with it?

Ayan (Proprietor) (23 Points)
Replied 11 June 2010

Can the private limited company issue unsecured convertible debentures as then it would not fall within the purview of the deposit definition?

Vasant Patel (Proprietor) (47 Points)
Replied 11 February 2011

Dear Sir

Can private Limited Company issue Unsecured Debenture to Nos of persons ?

Can private Limited Company issue Pref. shares what is Mini and Maxi year of redemable and rate of Div ?

Can preference shareholder be counted as members for limit of 50 members in case of private Limited Company ?

Your reply in the matter will be highly appreciated ?

Regards

cs ashwini kumar (Company Secretary in Practice) (173 Points)
Replied 11 February 2011

Dear Mr. Vasant,

A private company can issue unsecured CONVERTIBLE Debenture to any no. of persons otherwise the same will be regarded as "Deposit"

A private company can issue unsecured Debenture to its shareholders/directors and their relatives, otherwise again the same will be regarded as "Deposit"

A private company can issue pref shares subject to conditions/provisions of Section 80 of the Companies Act, 1956 and the rate of dividend may be from 0% to any reasonable rate, however the same can be paid on availability of profits only.

Preference shareholders can't be counted as memers for the limit of 50 as prescribed under section 3(1)(iii) of the Cos. Act,

Best Regards

CS Ashwini Kumar

ABHISHEK BANSAL (xyz) (21 Points)
Replied 26 September 2013

Can a private limited company issue unsecured Non Convertible Debentures (NCD's) on private placement??? whether it will be consider as deposits??? Is it mandatory for private limited company to make listing of NCD's on stock exchange???

Regards,

CS Abhishek Bansal