Write short notes on the following: Optionally Fully Convertible Debenture

CS Executive · Securities Laws and Capital Markets · PYQS · December 2019
Write short notes on the following: Optionally Fully Convertible Debenture

Answer & Explanation:

As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the 'convertible security' means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of such security and includes convertible debt instrument and convertible preference shares. The Optionally Fully Convertible Debenture is a kind of debenture which can be converted into shares at the expiry of a certain period at a predetermined price, if the debt holder (investor) wishes to do so. The 'securities' as defined u/s 2(81) of Companies Act, 2013 means securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956, and includes hybrids. Hence after analysing the above definitions of 'OFCD', 'hybrid' and 'securities' it could be rightly concluded that an OFCD being a hybrid security falls under the definition of 'securities' as defined u/s 2 (h) of Securities Contract (Regulation) Act, 1956 and u/s 2(81) of Companies Act, 2013 as it inherits the characteristics of debentures initially and also that of the shares at a later stage if the option to convert the securities into shares being exercised by the security holder.

Topics: Capital Markets

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