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Answer: Provisions of the Companies Act, 2013 (Section 71 and rules) for issue of debentures:

  1. Board resolution: Debentures are issued by a resolution passed at the meeting of the Board of Directors (Section 179). If borrowing exceeds paid-up capital and free reserves, a special resolution of members is required (Section 180).
  2. No voting rights: A company cannot issue debentures carrying voting rights.
  3. Debenture trustee: Before issuing a prospectus or offer to the public or to more than 500 persons, the company must appoint one or more debenture trustees and execute a debenture trust deed.
  4. Debenture Redemption Reserve: Where applicable, the company must create a DRR out of profits available for dividend, to be used only for redemption.
  5. Convertible debentures: Debentures with an option to convert them wholly or partly into shares can be issued only with the approval of a special resolution in a general meeting.
  6. Secured debentures: Secured debentures must be secured by a charge on the assets of the company, and the charge must be registered with the Registrar of Companies within 30 days; redemption period generally does not exceed 10 years.
  7. Debenture certificate: Certificates must be issued within six months of allotment (or credited to the demat account).
  8. Register of debentureholders: The company must maintain a register of debentureholders.
Doubtly AI · 28 Oct 2026 AI-verified · Oct 2026 Report
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