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Step-wise Procedure for issue of Convertible Debenture through Private Placement.

Section 42 & Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014


This article is very useful for the Company’s, who wants to raise funds by issuing Convertible Debenture. One should follow below mentioned step-wise procedure:- 

  1. Conduct Board Meeting and take following approval:
    • Notice of EGM along with explanatory statement.
    • Offer Letter
    • Private Placement of Share
    • Debenture Subscription Agreement
    • Bank Account
  2. The following disclosure shall be made in the Explanatory statement annexed to the notice for shareholders’ approval:
    • Particulars of the offer including date of passing of Board resolution;
    • Kinds of securities offered and the price at which security is being offered:
    • Basis or justification for the price (including premium, if any) at which the offer  or  invitation is being made;
    • Name and address of valuer  who performed valuation;
    • Amount which the company intends to raise by way of such securities;
    • Material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities.
  3. Conduct EGM and take the following Approvals from the shareholders of the company, by a special resolution:
    • Increase Borrowing Capacity
    • Issue of CCD
    • Maximum Limit: Offer shall not be made to persons more than two hundred in the aggregate in a financial year
    • Offer cum application letter shall be in the form of an application in Form PAS-4 serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the name of such person.
  4. A return of allotment of securities shall be filed with the Registrar within fifteen days of allotment in Form PAS-3
  5. The Company shall maintain a complete record of private placement offers in Form PAS-5.
  6. monies received on application shall be kept in a separate bank account in a scheduled bank and shall not be utilized for any purpose other than—
    • For adjustment against allotment of securities; or
    • For the repayment of monies where the company is unable to allot securities.
  7. Convene Board Meeting and take following approvals:
    • To allot CCD within sixty days from the date of receipt of the application money.
    • To approve Debenture Subscription Agreement/ Debenture Trust Deed.
  8. Filing of CHG-9 within 30 days of creating the charge. (in case of secured Debenture)The payment to be made for subscription to the bank account of the person subscribing to such keep the record of the bank account from where been received & and not to be made by cash

Note: the private placement offer and application shall not carry any right of renunciation.

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