Debentures, Preference Shares & Capital Market Advisory

Brij Gupta & Co. provides professional advisory and documentation support to companies proposing to raise funds through debentures, bonds, preference shares, private placement, rights issue, preferential allotment and other capital market instruments.

The firm assists companies in structuring fund-raising transactions in compliance with the Companies Act, 2013, FEMA, SEBI Regulations, depository requirements, stock exchange requirements and applicable tax provisions.

This service is relevant for private companies, unlisted public companies, listed companies, NBFCs, investment companies, real estate companies, infrastructure companies and other businesses seeking structured capital or debt funding.

SEBI’s current non-convertible securities framework applies to issuance and listing of debt securities and non-convertible redeemable preference shares, including public issue and listed private placement routes.

Our Services Include

• Advisory on issue of secured or unsecured debentures.
• Advisory on issue of listed or unlisted non-convertible debentures.
• Advisory on issue of redeemable preference shares, optionally convertible preference shares and other hybrid instruments.
• Structuring of fund raising through private placement, preferential issue, rights issue and other permissible modes.
• Review of authorised share capital, borrowing limits, Articles of Association and existing lender/investor restrictions.
• Drafting of board resolutions, shareholder resolutions, explanatory statements, offer letters and related corporate documents.
• Preparation and review of private placement offer-cum-application letter, investor records and statutory registers.
• Assistance in ROC filings, including PAS-3, MGT-14 and other applicable forms.
• Advisory on limits under Sections 42, 55, 62, 71, 179, 180, 186 and other relevant provisions of the Companies Act, 2013.
• Coordination for ISIN creation, depository admission, corporate action and dematerialisation of securities.
• Coordination with debenture trustee, credit rating agency, registrar and transfer agent, merchant banker, stock exchange and depository, wherever applicable.
• Advisory on end-use restrictions, repayment terms, coupon/dividend structure, redemption premium, security creation and charge registration.
• Tax advisory on interest, dividend, TDS, withholding, investor taxation and reporting requirements.
• Post-issue compliance support, including allotment, filing, investor communication, interest/dividend payment compliance and redemption documentation.

Instruments Covered

• Non-convertible debentures
• Optionally convertible debentures
• Compulsorily convertible debentures
• Redeemable preference shares
• Non-convertible redeemable preference shares
• Compulsorily convertible preference shares
• Optionally convertible preference shares
• Bonds and other structured debt instruments
• Private placement securities
• Listed and unlisted securities

Why This Service is Important

Raising funds through debentures or preference shares requires proper evaluation of company law, securities law, tax law, investor eligibility, offer documentation, valuation, depository compliance and post-allotment reporting. Incorrect structuring may result in regulatory non-compliance, invalid allotment, penalties, investor disputes or tax exposure.

Brij Gupta & Co. assists companies in designing a legally compliant and commercially practical fund-raising structure.