Checklist for Issue of NCD

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mann vishwakarma

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Sep 14, 2012, 2:21:19 AM9/14/12
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Dear Members,

Can anyone has the proceedure and checklist for issue of Non Convertible Debentures (NCD) of listed entity?? You are requested kindly provide the same.


Regds,
CS Manthosh

mann vishwakarma

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Sep 15, 2012, 12:33:04 AM9/15/12
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CS Shainshad Aduvanni

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Sep 15, 2012, 1:08:25 AM9/15/12
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Dear Manthosh,

Checklist Issue of NCDs

1. BM  to appoint trustees, fix rate of interest, credit rating and lead manager appointment

2. Application to stock exchange for listing before date of filing the Offer Document. and get in principle approval

3. obtain credit rating

4. Enter into agreement with DP registered with SEBI for DEMAT

5.Check the Borrowing powers of the Company or else pass R in GM u/s 293

6. other things for EGM/AGM has usual for e.g. intimation to Exchanges and all

7.Appoint merchant bankers

8. Obtain Consent from Trustees if it is under trust deed

9. then appoint Deb trustees u/s 117B of Companies Act, 1956

10.Prepare Trust Deed and get approved by Board

11. Execute the Trust Deed within 3 months of date of closure of issue after proper stamping and get registered with Authorities of the State

12.Prepare Offer document containing all details in consultation with Lead Manager

13. Submit Draft Offer Document to SEBI also on website of the Company.

14. Then finalize the Offer Document and file with SEBI and also on website

15.Obtain Due Diligence from Lead Manager and aslo from Deb Trustee

16. Publish in National Daily as per Sch IV.

17. Every application form shall be accompanied by abridged prospectus

18.On receipt on application complete allotment also check minimum subscription requirements

19. create Deb redemption reserve as per Companies Act, 1956

20.file form 10 with ROC

21.Proceeds shall be kept in Escrow account until documents for creation of security as stated in offer document are executed

22. Complete all other formalities such as issuing letters of allotment, certificates and update register


Hope this will be useful.

Regards

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Shainshad Aduvanni
Company Secretary
Coimbatore
09841414439
0422-2434491/92/93



mann vishwakarma

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Sep 15, 2012, 4:40:58 AM9/15/12
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Dear  Shainshad,

Thanks a lot..

Bidu Bhusan Dash

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Sep 15, 2012, 4:46:25 AM9/15/12
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Can one private limited entity issue NCD or convertible debentures ?
Regards,
Bidu

mann vishwakarma

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Sep 15, 2012, 5:26:18 AM9/15/12
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Under Section 3(1)(d) of the Act, a Private Company is prohibited from accepting Deposit from persons other than its Directors, Members and their relatives. Hence, the Private Company must issue Debentures only as a Secured
Debenture.
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