Redemption of Optionally Convertible Debentures (OCDs)

Read with Section 71 of Companies Act, 2013 read with rule 18 of Companies Act, 2013.

To redeem Optionally Convertible Debentures (OCDs) under the Companies Act, 2013, the
following steps and form requirements need to be followed:

Board Resolution: The Board of Directors must pass a resolution approving the redemption of
OCDs. As per section 179 of Companies Act, 2013.

Shareholder Approval: If required by the Articles of Association or any other regulations,

shareholder approval may be necessary. This requirement may be specified in the company's
Articles of Association.

Review Terms of Issue: Review the terms of issue of the OCDs to ensure compliance with the
redemption provisions. This step is guided by the terms of issue of the OCDs and any relevant
provisions in the Companies Act.

Creation of Debenture Redemption Reserve: Ensure that a Debenture Redemption Reserve

has been created as required by Section 71 of the Companies Act, 2013.

Notice to Debenture holders: Issue a notice to debenture holders informing them of the
redemption and the terms of redemption. As per Section 71 of the Companies Act, 2013.

File Form MGT-14: File Form MGT-14 with the Registrar of Companies within 30 days of
passing the Board resolution. This step is mandated by Section 117 of the Companies Act, 2013.

File Form PAS-3: File Form PAS-3 with the Registrar of Companies within 30 days of the
redemption of OCDs. This requirement is specified under Section 42 of the Companies Act, 2013.

Payment of Redemption Amount: Ensure that the redemption amount is paid to the
debenture holders on or before the redemption date. This step is essential for compliance with
the terms of issue of the OCDs.
Cancellation of OCDs: Cancel the OCDs after redemption and update the records of the
company accordingly. This action is in line with the terms of issue of the OCDs and the
Companies Act, 2013.

Compliance Certificate: Obtain a compliance certificate from a Company Secretary or Auditor

confirming the redemption process. This step ensures adherence to regulatory requirements as
per the Section 117 of the Companies Act, 2013.

 Forms Required:
 Form MGT-14: Filing of resolutions and agreements to the Registrar.

 Form PAS-3: Return of allotment of securities.