Sippy Ltd. engaged in setting up of infrastructure projects, proposes to issue secured debentures for a period of 12 years. Referring to the provisions of the Companies Act, 2013, state whether it is permissible for the

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2019
Sippy Ltd. engaged in setting up of infrastructure projects, proposes to issue secured debentures for a period of 12 years. Referring to the provisions of the Companies Act, 2013, state whether it is permissible for the company to issue the secured debentures ? The company also needs your advice about the various documents which may be checked by the secretarial auditor in the above case for compliance under the Companies Act, 2013.

Answer & Explanation:

Debentures (Section 71 of the Companies Act, 2013 read with relevant rules) An issue of secured debentures may be made, provided the date of its redemption does not exceed ten years from the date of issue. However, there are certain class of companies as mentioned under rule 18 of the Companies (Share capital and Debentures) Rules, 2014, which may issue secured debentures for a period exceeding ten years but not exceeding thirty years. These classes includes the companies engaged in setting up of infrastructure projects. In the instant case, since Sippy Ltd. is engaged in the setting up of Infrastructure Project issuing of secured debentures for a period of 12 years is permissible and the issue shall be secured by creation of charge on the properties or assets of the company having a value which is sufficient for the due repayment of the amount of debentures and interest thereon. Indicative list of documents to be checked: Minutes of Board Meeting. Notice along with explanatory statement. Minutes of General meeting. Resolution of board filed with ROC. Charge documents. Prospectus or letter of offer for subscription of debenture Written consent from debenture trustee. Trust deed (Form SH-12). Financial Statements.

Topics: Companies Act, 2013

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