Greenfield Infrastructure Ltd., a company engaged in large-scale infrastructure projects, decides to raise funds by issuing 1,00,000 non-convertible secured debentures with a face value of ₹100 each, amounting to ₹1 cror

CS Executive · Company Law and Practice · PYQS · December 2024
Greenfield Infrastructure Ltd., a company engaged in large-scale infrastructure projects, decides to raise funds by issuing 1,00,000 non-convertible secured debentures with a face value of ₹100 each, amounting to ₹1 crore. The debentures carry an interest rate of 9% per annum, payable annually, and are redeemable after 17 years from the date of issue. The prospectus for subscription of debentures was issued on 1st April, 2022. To protect the interests of the debenture holders, the company appoints SafeGuard Trustees Ltd. as the debenture trustee. The debenture trustee noted that the company defaulted on the payment of interest for two consecutive years, specifically for the payments due on 31st March 2023 and 31st March 2024. Considering the facts given above and the provisions of the Companies Act, 2013: (i) Assess the validity of the redemption period for the debentures. (ii) Discuss the mandatory compliance requirements for appointing a debenture trustee, including the time limit for such appointment and the execution of the trust deed. (iii) Identify the circumstances under which it is the duty of the debenture trustee to appoint a nominee director on the Board of the Company.

Answer & Explanation:

As per the provisions of Section 71 of the Companies Act, 2013 read with the Companies (Share Capital and Debenture) Rules, 2014 the answer is provided as below: (i) The validity of redemption period. As per Section 71(3) of Companies Act 2013, read with Rule 18(1) of the Companies (Share Capital and Debentures) Rules, 2014, the Companies engaged in setting up of infrastructure projects may issue secured debentures for a period exceeding 10 years but not exceeding 30 years. Greenfield Infrastructure Ltd., is engaged in large-scale infrastructure projects and the redemption period is 17 years which is more than 10 years but less than 30 years. Hence, the redemption period is valid. (ii) Mandatory compliance requirement of appointing debenture trustee, the time limit for such appointment and the execution of the trust deed. As per Section 71 (5) of Companies Act 2013, read with Rule 18(2) of the Companies (Share Capital and Debentures) Rules, 2014- No company shall issue a prospectus or make an offer or invitation to the public or to its members exceeding five hundred for the subscription of its debentures, unless the company has, before such issue or offer, appointed one or more debenture trustees. The names of the debenture trustees shall be stated in letter of offer inviting subscription for debentures and also in all the subsequent notices or other communications sent to the debenture holders. The Company shall before the appointment of debenture trustee or trustees obtain a written consent from such debenture trustee or trustees proposed to be appointed and a statement to that effect shall appear in the letter of offer issued for inviting the subscription of the debentures. As per Rule 18(1)(c) of the Companies (Share Capital and Debentures) Rules, 2014-The company shall appoint the debenture trustee before the issue of prospectus or letter of offer for subscription of its debentures and not later than 60 days after the allotment of the debentures, execute a debenture trust deed to protect the interest thereon. (iii) The event under which it is the duty of the debenture trustee to appoint nominee director The duties of debenture trustee or trustees prescribed under Rule 18(3) of the Companies (Share Capital and Debenture) Rules, 2014 includes inter alia the duty relating to appointment of a nominee director on the Board of the company in the event of- two consecutive defaults in payment of interest to the debenture holders; or default in creation of security for debentures; or default in redemption of debentures.

Topics: Debentures

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