SEBI guidelines regarding issue of convertible debentures for disclosure and investor protection are as follows:
(i)
Issue of Fully Convertible Debentures (FCDs) having a conversion period
of more than 36 months will not be permissible, unless conversion is
made optional with “put” and “call” option.
(ii) No company shall
make a public issue or rights issue of debts instruments (whether
convertible or not), unless credit rating of not less than investment
grade is obtained from not less than two registered credit rating
agencies and disclosed in the offer document. All the credit ratings
including the unaccepted credit ratings shall be disclosed.
(iii)
All the credit ratings obtained during the 3 years preceding the public
or rights issue of convertible debentures for any listed security of the
issuer company shall be disclosed in the offer document.
(iv) No
company shall issue a prospectus or a letter of offer to the public for
subscription of its debentures without the appointment of a debenture
trustees or creation of Debenture Redemption Reserve, in accordance with
the provisions of the Companies Act, 1956. The names of the debenture
trustees shall be stated in the Offer Document and also in all the
subsequent periodical communication. Also a trust deed shall be executed
within 3 months of the closure of the issue.
(v) The merchant
banker shall ensure that the security created is adequate to ensure 100%
asset cover for the debentures and is free from any encumbrances and
also the necessary permissions to mortgage the assets or No objection
certificate for a second or pari passu charged in cases where assets are
encumbered have been obtained.
(vi) Premium amount on conversion
and time of conversion, shall be predetermined by the issuer company and
stated in the prospectus. Interest rates for the above debentures will
also be freely determined by the issuer company.
(vii) Any
conversion in part or whole of the debentures will be optional in the
hands of the debenture holders, if the conversion takes place at or after
18 months from the date of allotment, but before 36 months.
(viii)
Premium amount at the time of conversion for the Partly Convertible
Debentures (PCD) shall be predetermined and stated in the prospectus.
Redemption amount, period of maturity, yield on redemption for the PCDs
or NCDs shall also be indicated in the prospectus.
(ix) In case,
the non-convertible portions of PCDs or NCDs are to be rolled over with
or without change in the interest rate, a compulsory option should be
given to those debenture holders who want to withdraw and encash from the
debenture programme. Roll over shall be done only in cases where
debenture holders have sent their positive consent and not on the basis
of the non-receipt of their negative reply.
(x) Before roll over
of any NCDs or non-convertible portion of the PCDs, at least two credit
ratings of not less than investment grade shall be obtained within a
period of six months prior to the due date of redemption and
communicated to debenture holders before roll over and fresh trust deed
shall be made.
(xi) Letter of information regarding roll over
shall be vetted by SEBI with regard to the credit ratings,
debenture holder’s resolution, option for conversion and such other items
which SEBI may prescribe from time to time.
(xii) The disclosures
relating to raising of debentures will contain, amongst other things,
the existing and future equity and long term debt ratio, servicing behavior on existing debentures, payment of due interest on due dates
on long term loans and debentures, certificate from a financial
institution or bankers about their no objection for a second or pari
passu charge created in favour of the trustees to the proposed debenture
issues.
(xiii) SEBI may prescribe additional disclosure requirement from time to time, after due notice.