Issue of Debentures — Secretarial Practice STD 12 Commerce / Arts — Question

A company has to comply with the provisions while issuing different types of debentures. Depending upon the type of debenture, the company has to fulfill the following provisions/regulations:
(i) Companies Act, 2013: Sec. 71 of Companies Act, 2013 contains provisions for the issue of debentures.

(ii) Company Rules 2014 (Share Capital and Debentures), Rule 18: Rule 18 of Companies (Share Capital and Debentures) Rules, 2014 contains provisions for the issue of the secured debenture.

(iii) SEBI Regulations, 2008: SEBI Regulations, 2008 covers the provisions related to the issue and listing of debentures that are not convertible, either wholly or partly into equity shares. It is applicable to only those debentures which are issued through public offer, private placement. Disclosure requirements are to be followed the same as the public issue of equity shares.

(iv) SEBI Regulations, 2009: SEBI Regulations, 2009 (Issue of Capital and Disclosure Requirement) covers provisions for issue of debentures and listing of debentures that are convertible, rather partially, fully, or optionally into listed or unlisted equity shares. It also has to follow the same disclosure norms as applicable to equity shares.

(v) SEBI Regulations, 2015: SEBI Regulations, 2015 (Listing Obligations and Disclosure Requirements) covers provisions for the listed company issuing non-convertible debentures, perpetual debt instruments, etc. It includes various listing conditions which a company has to comply with.

(vi) RBI Guidelines: RBI Guidelines are formed for the banks which raise capital by issuing non-equity instruments.