…………………PRIVATE LIMITED
(Incorporated under the Companies Act, 1956)
Registered Office:………………………………………
Debenture Certificate
THIS IS TO CERTIFY that the person(s) named below or the last transferee(s) whose name(s)
is/are duly recorded in the Memorandum of Transfer on the reverse hereof is/are holder(s) of the
within mentioned Optionally Convertible Debentures (“the Debentures”) subject to the
Memorandum and Article of Association of the Company and the terms and conditions on the
reverse hereof.
OPTIONALLY CONVERTIBLE DEBENTURE OF RS. 100/- EACH
AMOUNT PAID-UP PER DEBENTURE RS. 100/- EACH
REDEEMABLE ON OR BEFORE 18 MONTHS FROM THE DATE OF ISSUE
Registered Folio No. : D-01 Certificate No.: 001
Name(s) of Holder(s) : ……………………………
No. of Debenture(s) held : …………..(in words)
Distinctive No. (s) : 001 to ………
GIVEN under the Common Seal of the Company at this day of 2007.
Director Director
Secretary/Authorised Signatory
NOTE: No transfer of the above debentures will be registered unless accompanied by this Certificate.
MEMORANDUM OF TRANSFERS OF DEBENTURE (S) MENTIONED OVERLEAF
Date Transfer No. Registered Folio Name(s) of Authorised
Transferee(s) Signatory
TERMS AND CONDITIONS
Maturity Period: 18 (Eighteen) months from date of issue of debentures.
Conversion: The Debenture holders shall have the right to convert its outstanding Optionally Convertible
Debentures into Equity Shares.
Redemption: Each Optionally Convertible Debenture shall be promptly redeemed at par on or before the
Maturity Date.
Default: In the event of default by the Company to redeem / convert the Optionally Convertible
Debentures on the Maturity Date, the Company shall be liable to pay penal interest, compounded on a daily
basis at a rate of 4% (four percent) per annum from the date of default till the date of actual redemption.
This remedy shall be in addition to all other remedies available to the Debenture holder.
Transfer/Transmission/Issue Of Duplicate Certificates: The provisions relating to transfer, transmission
and issuance of duplicate Certificate and other related matters in respect of debenture contained in the
Articles of Association of the Company (which provides for transfer by an instrument in writing and
execution of the instrument by transferor and transferee respectively) shall apply, mutatis mutandis, to the
debenture.
Security: The OCDs shall not carry any security or collateral and hence shall be unsecured in nature
REDEMPTION: For this purpose all the debenture holders should discharge the debenture and lodge the
same, at least 15 days before the redemption Date in person or by Registered post with acknowledgement
due at the Registered Office of the Company.
NOTICES: All notices to the debenture holders required to be given by the Company and the notices to be
given by the debenture holders to the Company, shall be in the manner as provided under the Companies
Act, 1956 (‘the Act’).
RIGHTS OF DEBENTUREHOLDERS
1. The debentures shall not confer upon the debenture holders thereof the right to receive any notice
or annual report of the Company and to attend and/or vote at any General Meeting of the
Company.
2. The Register of Debenture holders will be maintained for debentures in accordance with Section
152 of the Act and all sums becoming due and payable on the debentures will be paid to the
registered holder thereof for the time being.
3. The provisions contained in Annexure “B” to the Companies (Central Governments) General
Rules and Forms, 1956 in force from time to time shall apply to the meeting of the debenture
holders.
4. In case of death/dissolution/bankruptcy/winding-up of a Debenture holder, the debentures shall be
transmittable to the legal representative (s), successor(s) or the Liquidator in accordance with the
Law on such terms as may be deemed appropriate by the Company.
