REDEMPTION OF DEBENTURES
(SECTION 71):
Debenture Redemption Reserve (DRR)
Creation of DRR
The company is required to create a debenture redemption reserve for the redemption of such
debentures. The company shall credit the DRR adequate amounts from out of its profits of the
company available for payment of dividend every year until such debentures are redeemed. DRR
shall be utilized by the company only for the purpose of redemption of debentures.
Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014 provide that the
company shall create a DRR for the purpose of redemption of debentures, as per following
conditions: (16th Aug 2019)
a) DRR shall be created out of the profits of the company available for payment of dividend;
b) The limits with respect to adequacy of DRR & investment of deposit shall be as under:
i. For AIFI & Banking Co., No DRR is required.
ii. For other FI, DRR shall be as applicable to NBCF registered with RBI.
iii. For listed companies (other than AIFI & Banking Co.’s), DRR is not required in
following cases –
I. In case of public issue of debentures –
A. For NBFC & for Housing Finance companies.
B. For other listed companies.
II. In case of privately placed debentures, for companies specified in A & B above.
iv. For unlisted companies, (other than AIFI & Banking co.) –
A) For NBFCs & Housing Finance companies, DRR is not required in case of privately placed
debentures.
B) For other Unlisted companies, the adequacy of DRR shall be 10% of value of outstanding
debentures.
v. In case of companies covered in item A or B of point iii or item B of point iv, it shall on
or before the 30th day of April in each year, in respect of debentures issued by such a
company, invest or deposit a sum which shall not be less than 15% of amount of debenture
maturing during the year, ending on 31st day of March of next year in any one or more
methods of investments or deposits.
Provided that the amount remaining invested or deposited, shall not at any time fall below
15% of the amount of debenture maturing during the year ending on 31st day of March of
that year.
vi. The methods of investments or deposits are as follows:
a. In deposit with SCB, free from any charge or lien.
b. In unencumbered securities of CG or SG.
c. In unencumbered securities specified in Indian Trust Act 1882
Note: the amount so invested or deposited shall not be used for any purpose other than
for redemption of debentures maturing during the year referred above.
c) In case of partly convertible debentures, DRR shall be created in case of non convertible
portion of debenture.
d) The amount credited to DRR shall not be utilised by co., except for the purpose of redemption
of debentures.
Failure to Redeem the Debentures
If a company fails to redeem the debentures on the date of their maturity or fails to pay interest
on the debentures when it is due, the NCLT may, on the application of any or all of the debentureholders,
or debenture trustee and, after hearing the parties concerned, direct, by order, the
company to redeem the debentures forthwith or the payment of principal and interest due
thereon.
If any default is made in complying with the order of NCLT, every officer of the company who
is in default shall be punishable with imprisonment up to 3 years OR with fine minimum Rs. 2
lakhs and maximum Rs. 5 lakhs, OR with both.
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