Route 1: Secured NCDs
Debentures backed by a charge on the company's assets.
- Create security and execute a trust deed
- Register the charge in CHG-9 within 30 days
- File PAS-3 and MGT-14 for the issue
Issue of Debentures (NCD)
Issue debentures to raise debt - NCDs and convertible debentures.
Debentures let a company borrow from investors against a fixed return. Non-convertible debentures (NCDs) need a board and (often) special resolution, a private placement offer in PAS-4, a debenture trustee and, in many cases, a debenture redemption reserve - with PAS-3 and CHG-9 filings.
Qualified CA / CS partners21-30 working daysBest for: Companies raising debt through debenture issuance
Starting at
₹24,999
NCD / CCD
Companies raising debt through debenture issuance
NCD private placement (PAS-4)
Debenture trustee & DRR guidance
Charge creation via CHG-9
PAS-3 and MGT-14 filing
Timeline
21-30 working days
What it is
NCD / CCD, explained in plain English.
Debentures are debt instruments through which a company borrows from investors, promising interest and repayment of principal. Non-Convertible Debentures (NCDs) stay as debt to maturity, while convertible debentures may convert into equity. Issued by private placement under Section 42 and governed by Section 71 and the Share Capital and Debentures Rules, an NCD issue requires a board resolution, a special resolution where borrowing limits are crossed, a PAS-4 offer letter, appointment of a debenture trustee where applicable, and frequently a Debenture Redemption Reserve. Where secured, a charge is created and registered in Form CHG-9.
TL;DR
Issue NCDs by private placement with a PAS-4 offer, appoint a debenture trustee where needed, file PAS-3 and MGT-14, and register any security in CHG-9.
Key terms
The vocabulary you'll see on the portal.
NCD
A Non-Convertible Debenture - debt repaid in cash, not converted.
Debenture trustee
An entity protecting debenture-holders' interests, required in many issues.
DRR
The Debenture Redemption Reserve set aside for repayment, where applicable.
CHG-9
The form registering a charge created to secure debentures.
Section 71
The Companies Act provision governing issue of debentures.
Routes & scenarios
Match the situation to the right fix.
Route 2: Unsecured NCDs
Debentures issued without security, on the company's covenant.
- Board and special resolution as needed
- PAS-4 private placement offer
- File PAS-3 within 15 days of allotment
The process
NCD / CCD - from kickoff to confirmation.
01
Structure
We finalise the tenure, coupon, security and whether a trustee and DRR are required.
02
Approve
We draft the board and special resolutions and the PAS-4 offer, and check Section 180 borrowing limits.
03
Allot
After funds are received, we allot within 60 days and file PAS-3 and MGT-14 with the ROC.
04
Secure
Where secured, we execute the debenture trust deed and register the charge in CHG-9.
Documents required
What we'll need from you.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Board and special resolution
PAS-4 offer letter and PAS-5 record
Debenture trust deed (if secured)
Details of security / charge
List of allottees and subscription monies
Company CIN, MOA and AOA
Bank statement evidencing receipt
NCD / CCD FAQ
Common questions, answered by partners.
Still unsure if NCD / CCD is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →NCDs are non-convertible - they are repaid in cash at maturity and remain pure debt. CCDs compulsorily convert into equity. NCDs are debt on the balance sheet, while compulsorily convertible instruments are treated as equity under FEMA.
Ready when you are
Let's get your NCD / CCD sorted this week.
A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.