The partly convertible debt instruments of ABC Ltd. are listed on BSE and NSE. ABC Ltd. is contemplating the roll over of the non convertible portion of the partly convertible debt instruments. As a company secretary of

Answer 2A(i) To The Board of Directors ABC Ltd. Note: Conditions for roll over of the non-convertible portion of partly convertible debt instruments issued by ABC Ltd. ABC Ltd. can roll over the non-convertible portion of partly convertible debt instruments under regulation 21 of SEBI (ICDR) Regulations, 2009, the value of which exceeds 50 lakh rupees, without change in the interest rate, subject to the following conditions: 75% of the holders of the convertible debt instruments of the issuer have, through a resolution through postal ballot, approved the rollover. The issuer has along with the notice for passing the resolution, sent to all holders of the convertible debt instruments, an auditors' certificate on the cash flow of the issuer and with comments on the liquidity position of the issuer. The issuer has undertaken to redeem the non-convertible portion of the partly convertible debt instruments of all the holders of the convertible debt instruments who have not agreed to the resolution. Credit rating has been obtained from at least one credit rating agency registered with the SEBI within a period of six months prior to the due date of redemption and has been communicated to the holders of the convertible debt instruments, before the roll over. Mr. X Company Secretary ABC Ltd.