Please note as per the provisions of the Companies Act, 2013; for issue of Non-Convertible Debentures (NCDs) whether it be private company or public company if the securities (which includes debentures), if it is proposed to be listed then the listing agreement and securities laws shall be complied with. The Below mentioned checklist only covers the provisions mentioned in the Companies Act, 2013.
CHECKLIST FOR ISSUE OF NCDs
Sr. No.
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Activity
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Date
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Remark
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1.
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Board
Meeting:
(i)Proposal for issue of Debentures
(iii)
Approval of draft offer letter and authorization to issue the offer
letter subject to approval by shareholders
(iv) Registering the name of persons to whom offer
to be made
(v) Authorization for opening of bank account for
the purpose of the said issue
(vi) Calling of general meeting
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The offer letter shall be sent
to the person whose name is recorded for the purpose within 30 days of
recording his name.
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2.
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General
Meeting:
Shareholders’ approval for:
(i)
Borrowing Limits
(ii)
Creation of Charge
(iii)
Issuance of Debentures
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MGT -14 to be filed within 30
days of passing of special resolution
This resolution will be valid for a period of one year. |
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3.
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Sending of
offer Letter & Opening of Bank Account:
The offer letter shall be sent after approval by the
shareholders and the bank account shall be opened for receiving the
application & allotment money
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Offer letter shall be sent
within 30 days of registering the name of proposed applicant
|
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4.
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Filing of
Offer letter with ROC:
Within 30 days of circulation of offer letter, it
shall be filed with ROC
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PAS-4 & PAS-5 as attachment to GNL - 2
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5.
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Receiving of
Money:
The applicant shall made the application in the
format given with the offer letter for allotment of securities and shall pay
the money from his bank account.
|
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6.
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Board
Meeting:
(i)After closure of offer the allotment shall be
made to the applicant from whom the money has been received. The allotment
shall be made within 60 days of receiving of the money.
(ii) Approval of drafts of agreement for creation of
charge & Authorization to director for signing the same.
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Here Agreement means the agreement if any to be entered with the debenture holder.
MGT-14 for board resolution for allotment of debentures |
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7.
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Return of
Allotment:
Within 30 days of allotment return of allotment
shall be filed with ROC
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PAS - 3
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8.
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Details of offer and allotment shall be maintained
by the company in PAS - 5
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9.
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Creation of
charge:
After allotment of debentures, charge shall be
created in favour of the debentureholder, and the return for creation of
charge shall be filed with ROC within 30 days of creation of charge
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CGH - 9
|
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10.
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Issue of
Debenture Certificate:
Within 6 months of allotment of debentures
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~By Nikita Singh~
