“Roll-over of non-convertible portion of partly convertible debt instruments is possible subject to certain conditions.” Comment.

Roll-over of non-convertible portion of partly convertible debt instruments issued by a listed issuer, the value of which exceed fifty lakh rupees may be rolled over without change in the interest rate, subject to compliance with the conditions stipulated under regulation 21 of SEBI (ICDR) Regulations, 2009, which are as follows: seventy five per cent of the holders of the convertible debt instruments of the issuer have, through a resolution, approved the rollover through postal ballot; 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.