Procedure and Documents required- Conversion of CCD into Equity

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Rekha Narang

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Apr 9, 2023, 7:10:20 AM4/9/23
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Dear All,

Can anyone share the procedure and documents of Compulsorily Convertible Debentures into Equity.

Thanks in advance for your help.

Thanks and Regards
CS Rekha

Vineet Maheshwari

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Apr 9, 2023, 7:45:46 AM4/9/23
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Hi, 

You need to pass a Board resolution approving the issue of shares in lieu of conversion of CCDs and File PAS-3 for the same.

Also check about the Valuation Report, if not obtained at the time of issue of CCDs then also need to obtain at the time of conversion. 
 
Thanks 

Vineet Maheshwari

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Aniesh Mahindru

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Apr 10, 2023, 8:49:52 AM4/10/23
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Yes, a Board Resolution for Conversion of CCDs, surrender of CCD instrument Certificates, issuance of corresponding Equity shares and its allotment, issue of equity share certificates and updating Registers is needed here.

Thereafter PAS-3 need to be filed for the same.

Please note that where at the time of conversion the price of the resultant shares wasn't decided upfront then the price shall be determined  at the time, which shall not be earlier than 30 days to the date when the holder of convertible security becomes entitled to apply for shares, on the basis of valuation report of the registered valuer given not earlier than 60 days of the date when the holder of convertible security becomes entitled to apply for shares.

Further, please also note that as per section 247 of the Companies Act, 2013, RVs are to be appointed by Audit Committee of BOD as the case may be by passing a resolution in that regard.


Thanks and Regards
Aniesh Mahindru
Registered Valuer SFA
Company Secretary
Delhi

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