North Carolina Proposal to authorize and issue subordinated convertible debentures

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US-CC-16-103
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Proposal to authorize and issue subordinated convertible debentures
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FAQ

The process of issuing a convertible debenture by a public company within its borrowing limits involves obtaining board approval, seeking shareholder authorization, preparing a prospectus, securing regulatory approval, and then conducting a public offering.

Ing to the said provision, a public company may issue securities to public through prospectus (i.e. Initial Public Offer/Further Public Offer) or through private placement[i] or through rights issue[ii] or bonus issue[iii]. In addition to this, a public company can also issue ESOPs or debentures[iv].

A conjoint reading of Section 62(1)(c ) of the Act with Section 71 of the Act makes it clear that rights issues can be made of shares, and the issue of CCDs is proposed to be governed under the provisions relating to the issue of debentures.

A convertible subordinated debenture is a type of debt instrument that can be converted into another security, such as stock. It is subordinate to other debts, meaning it is paid off after other debts are paid. For example, a company may issue a convertible subordinated debenture to raise funds.

No voting rights to CCD holders till they are converted or default happens. No need to follow strict External Commercial Borrowing (ECB) guidelines in case of investment from foreign residents as CCD is covered under Foreign Direct Investment (FDI).

Compulsorily Convertible Debentures Step 1 ? Convene a board meeting for approval of issue of CCD to particular set of people. ... Step 2 ? Decide on the terms of issue and prepare the CCD agreement with all the important terms. Step 3 ? Open a new bank account which will only be used for deposit of this subscription account.

Companies can issue CCDs through a private placement offer u/s 42 of the Companies Act, 2013. ingly, issuance of Debentures will be categories as acceptance of Deposit under the provision of Companies Act, 2013.

Fully Convertible Debenture: These are debentures in which the whole value of debentures can be converted into equity shares of the company. Partly Convertible Debenture: In this kind of debentures, only a part of the debentures will be eligible for conversion into equity shares.

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North Carolina Proposal to authorize and issue subordinated convertible debentures