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Private Placement Of Non-Convertible Debentures

There is a way by which a business can accumulate public loans except for deposits by furnishing debt instruments against the business. These instruments are mainly known as debentures.

Here are some of the things which cannot be taken as debentures from the business with company registration in India online.

– Instruments consisted of chapter III-D of Reserve Bank of India (RBI) Act, 1934 on swaps, monetary marker instruments, repo, reverse repo, and securities. 

Instruments are recommended and issued, as per central government directives by the company in deliberation with RBI.

Comprehensive information is provided below on the approach for a private placement of non-convertible debentures (NCDs).

There are two types of debentures.

  1. When debentures are secured by taking charge of given assets.
  2. Those debentures come with the condition of conversion into business shares in a stipulated duration of five years. 

Defining Non-Convertible Debentures (NCDs)

When debentures are issued as a long-term financial instrument that recognizes a debt obligation towards who has issued it, some debentures come with attributes of convertibility into shares beyond prescribed time with the owner’s consent. However, few debentures cannot be turned into shares or equities are known as Non-Convertible Debentures (NCDs). With the obligation of refunding the amount along with the interest rates. 

Preconditions to be met before issuing of secured NCDs

– Secured Non-Convertible Debentures can be issued by a firm (solely). Suppose NCD is discharged by the company, not imposing its assets. In that case, it becomes obligatory to enlist shares of the recognized stock exchange, so that same does not collide within the deposit domain. Things to be prerequired for the problem of protected NCDs.

  1. The retrieval date should not be beyond ten years of the issuance date. Certain exemptions are to be given by the central government and RBI. They are liable for debenture over ten years up to thirty years, such as Infrastructure Financial Company, Infrastructure Debt Company, and Infrastructure Debt Project Company. 
  2. Such debentures should come with a guarantee by assembling fees with debenture value with due interest and payment. 
  3. The company could be named a debenture trustee in favor of a debenture trustee with charges being made. 
  4. Qualification and position of debenture trustee must be established. 
  5. If any firm wants to set up DRP, should lodge or invest, as the case may be, on or before 30th April, and more than 15% of its debentures that comes to an end during the year ending on 31st March of the following year. 

Explaining Private Placement

Selling stock shares or bonds to selected third party investors in a company (identified persons) and institutions rather than open/public market. It is one alternative to IPO for a company that wants to raise the capital for enlargement. 

Way to issue of NCD’s through Private Placement course

– Classifying the person for whom the company is issuing NCDs and making a list of those to whom debentures will be issued.

– Prepping the outline PAS-4 form for getting sanction by a board meeting.

– When the company issues secured debentures, a debenture trust deed must be appointed by the company to safeguard interest before issuing its letter for an endowment to debentures and not beyond 60 days after its allocation (section 71(3) read as per the applicable rules).

–       For the endowment number receipt, one must generate a separate bank account.

–       If one is issuing secured debentures, then they must determine the company’s properties to pay.

Before the meeting’s scheduled date, one needs to inform all the directors of the company at least seven days beforehand, with the agenda notice and recommendation for resolutions to be taken at the meeting. 

Proposition to be passed at Board meeting

–       Consent of board for issuing of NCDs and determining terms of issuance. 

–       Type PAS-4 approval (for private placement offer cum letter of application).

–       Appointment of debenture trustee, if relevant.

–       Getting sanction for debenture trust act to be executed with debenture trustee.

–       Opening a separate bank account.

As per u/c 180(1)(c) of the act, the board’s approval to take up, subject to general assembly approval of a member of the company, if relevant. 

–  Under u/c 180(1)(c) of the act, issuing general assembly notice and descriptive statement for embracing the act’s special resolution. 

Note 1.

Filling of type MGT-14 with business register (ROC) stipulated 30 days from NCD’s board resolution adoption. 

Sending form MGT-14 to ROC within thirty days of embracing special resolution, if relevant.

Submission of PAS-4 along with all attachments. 

A separate bank account must be created for the purpose of collecting subscription sum from all the subscribers. Payment of debenture subscription must be made from person’s bank account and company should keep the record the of paid subscription payment.

Preselected persons who want to subscribe to the private placement should issue, along with subscription paid a payment by cheque or request draught or any other options but not with cash, applying for private placement and application are given to such individual.

Calling board of directors for allocating debentures by sending a letter to all of them, at least 7 days before the scheduled date of meeting with the inclusion of agenda of the meeting, draught resolution, and resolutions to be taken at the meeting.

Note 2.

Once the date of subscription money is issued, the allocation of NCDs must be made within a window of 60 days. 

Summoning the board meeting and adopting the following resolutions.

–       Allocation of NCDs’.

–       Issue of debenture certificate and signing of it by more than one manager. 

–       Partaking the deed of confidence of debenture (SH-12).

–       Origination of redemption reserve of the debenture.

–       Buildout of tax on the company’s properties.

Note 3.

From the date of allotment of debentures, filling e-form PAS-3 with ROC must be done 15 days from the allocation date.


Hence, debentures cannot be converted into the company’s equity securities and reimbursed at the end of the stated duration called NCDs. It helps in a way to increase the company’s debt instead of permitting banks and financial institutions to make money at higher rates. The NCDs approach is clarified in light of relevant rules in sections 42, 71 and 180(1)(c) of the acts.

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