Debenture” contains debenture bonds, stock or any other instrument of a company proving a liability. Whether forming on the assets of the company registration charge or not. Debentures or other interest of any member in a registration company. Debentures, inter alia, may be secured or unsecured. When a company issues secured debentures, this question of filing particulars of charge for securing the debentures will arise.
Company registration charge for securing the issue of debentures
1.In order to be secured debentures, the debentures shall be obtained a charge by the creation, on the assets of the company registration or charge properties . Combining a value which is comfortable for the amount due repayment of debentures and interest on that.
2.Secured debentures are liable to be redeemed within 10 years from the date of issue. However the following classes of companies may issue obtained debentures for a period exceeding ten years. It may not exceeding thirty years.
(i) Companies secured in setting up of infrastructure projects;
(ii) ‘Infrastructure Finance Companies’ as defined in clause (via) of sub- direction (1) of direction 2 of Non-Banking Financial (Non-deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.
3.In case of a non-banking financial company. The registration charge or mortgage may be created on movable property. The registration office in Coimbatore, Salem and Madurai.
4. The issue of any debentures is made by a government company. The central government given by the guarantee with full secured.
5. .A Company issuing secured debentures should charge a debenture trustee.The debentures offer the letter for subscription. Before the issue of prospectus. It is not later than 60 days. The debenture to perform a debenture trust deed that must protect their interest of the holders.
6. The debenture to charge or mortgage in favor of their debenture trustee
(i) Movable property of the company, if any specific
(ii) Immovable property of the company, if any specific. It has any interest therein or situate.
7. The debenture trustee, who will be registered as the charge holder.
8.It is the duty of the debenture trustee to make the execution of the conditions considering.
9. The role of the the debenture trustee to make the company assets issuing guarantors and the debentures. The company assets are free from any other incumbrances. It is granted by the debenture holders.
10.The role of debenture trustees to take all necessary measures. When the security becomes enforceable.
11. The debentures are securing any issues of trust deed. The debenture holder of the company members shall open this for inspection.
12. The debenture holder of the company or any member of debenture forwarded their copy of trust deed. The debenture shall make this with in seven days.
13.Execute Debenture Trust Deed in Form No. SH-123 within 60 days of allotment of debentures. In the Debenture Trust Deed in Form No. SH-12. The following are the particulars relating to charge securing the debentures:
(a) Nature of charge is examination of title and created
(b) Rank of charge created viz. first, second, residual, pari passu.
(c) Minimum security cover needed;
(d) Absolute informations of the assets on which charge is created such as nature, description,title, location, value, basis of valuation.
(e) Methods of assets charged as security for the debentures and mode of preservation .
(f) Other specific of the charge.
(g) Provision for consequent valuation.
(h) Procedure for permitting inspection of charged assets. The book of accounts by any person or debenture trustee or person authorized by it.
(i) Time limit within which the debentures shall be created the issue for future security.
(j) Charging of future assets
(k) The providence specifying when the security may be disposed of or leased out with the credit of trustee.
14. The CHG-95 e-Form should be filed with the Registrar of Companies containing particulars of charges created for securing debentures. This must be filed within 30 days of creation of the charge.
15.The same e-Form CHG-9 will apply for filing particulars of modification of charge too.
16.If the Debenture Trust Deed is executed separately and mortgage for securing. The debentures are executed and registered by separate instruments. The date of creation of charge for the purpose of filing Form No. CHG-9. It must be reckoned from the date of creation of the company registration charge.
17. In Form No. CHG-9, nature of debentures, whether they are bonded, or debenture stock or any other instrument of the nature of debentures must be mentioned. Particulars about debenture trustees and properties charged must also be furnished.
18.The date of board resolution authorising the issue of series of debentures must also be mentioned.
19. If a company paid or made either directly or indirectly for their commission, allowance or discount to any person for procuring or subscribing or for agreeing to agree or procure any debentures.
20.Sometimes a company may issue a series of debentures and create a security for the entire series also. A company may create different, but definite security for different series of debentures. In an e-Form CHG-9, it must be stated whether the charge is for securing the entire series of debentures or only any of the series should also be mentioned.
21.If a company creates different charges or extends the same charge for securing different or further series of debentures, e-Form CHG-9 must be filed for each such action /series.
22. The verification of instruments creating or modifying the charges created or modified for securing debentures. The fee as stated there is payable. The company registration charge is paid in the registry office in Coimbatore.
23.Provisions are same for payment of additional fee too. If the particulars of charges are not filed in e-Form CHG-9 within 30 days provided they are filed within 300 days.
24.Provisions are same for making application to the central government for obtaining condonation of delay in filing the e-Form CHG-9. Beyond 300 days and filed with the central government in form No.CHG-86 along with the fee.
25.If the company fails to file Form No. CHG-9, debenture trustee is entitled to file the same. It is actually duty bound to protect the interests of debenture holders.Rule 3 of the Companies (Registration of Charges) Rules, 2014.
26.When a charge securing the debentures is registered. The Registrar of Companies will issue a certificate of registration of such charge in Form No. CHG-28
27.When a modification of charge securing the debentures is registered. The Registrar of Companies will issue a certificate of registration of such charge in Form No. CHG-2. The debentures get their registration in Coimbatore and Salem registered office.
28.Consequences of failure to register the particulars of the properties subject to charges. The nature of the offenses and punishments thereto. The same as those arising from default in filing of charges. The company registration charge may provided by the registrar.
29.The company registration office in Coimbatore and Madurai have a register of charges in Form No. CHG-79 and enter therein. The particulars of all the charges created on any of the property. The assets or undertaking of the company and the particulars of any property acquired subject to a charge. In addition to entering the particulars of all the charges, particulars of modifications to charges and their satisfaction should also be entered.