Compulsory Convertible Debentures Agreement Template for India

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Key Requirements PROMPT example:

Compulsory Convertible Debentures Agreement

"I need a Compulsory Convertible Debentures Agreement for my Indian technology startup to issue CCDs worth INR 50 million to a foreign institutional investor, with mandatory conversion by March 2025 and standard foreign investment compliance provisions."

Document background
The Compulsory Convertible Debentures Agreement is a critical document used in Indian corporate finance transactions where companies seek to raise capital through instruments that initially function as debt but mandatorily convert to equity. This structure is particularly attractive for growth-stage companies and foreign investors due to its regulatory and tax advantages under Indian law. The agreement comprehensively covers the terms of debenture issuance, interest payments, conversion mechanics, investor rights, and regulatory compliance requirements. It's essential for ensuring adherence to various Indian regulations including the Companies Act 2013, SEBI guidelines, and FEMA regulations (for foreign investments). The document serves as the primary reference point for all stakeholders throughout the lifecycle of the CCDs, from issuance to conversion.
Suggested Sections

1. Parties: Details of the Issuer Company and the Debenture Holders

2. Background: Context of the CCD issuance, company's business, and purpose of raising funds

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Issue of Debentures: Terms of issuance, number of CCDs, face value, and subscription amount

5. Interest and Payments: Interest rate, payment schedule, and payment mechanics

6. Conversion Terms: Mandatory conversion timeline, conversion ratio/price, and mechanics of conversion

7. Rights of Debenture Holders: Voting rights, information rights, and other rights prior to conversion

8. Company Covenants: Positive and negative covenants binding the company

9. Representations and Warranties: Standard and specific representations by the company and debenture holders

10. Events of Default: Circumstances constituting default and consequences

11. Regulatory Compliance: Compliance with Companies Act, SEBI regulations, and other applicable laws

12. Notices: Process for sending notices between parties

13. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

14. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Foreign Investment Compliance: Required when CCDs are issued to foreign investors, covering FEMA compliance

2. Tag-Along Rights: Optional protection for minority debenture holders in case of change in control

3. Anti-Dilution Protection: Protection against dilution through additional share issuances, needed for sophisticated investors

4. Board Nomination Rights: Rights to nominate directors, typically for large institutional investors

5. Information and Inspection Rights: Detailed rights for access to company information, typically for institutional investors

6. Transfer Restrictions: Detailed provisions regarding transfer of CCDs, needed when multiple investors are involved

7. Debenture Trustee Provisions: Required when debenture trustee is appointed for multiple debenture holders

Suggested Schedules

1. Schedule 1 - Details of Debentures: Detailed terms of the CCDs including face value, interest rate, conversion price

2. Schedule 2 - Conversion Mechanics: Detailed process and formulae for conversion of CCDs into equity shares

3. Schedule 3 - Conditions Precedent: List of conditions to be satisfied before CCD issuance

4. Schedule 4 - Form of Transfer Deed: Template for transferring CCDs

5. Schedule 5 - Shareholding Pattern: Pre and post-conversion shareholding structure of the company

6. Appendix A - Board Resolution: Copy of board resolution approving CCD issuance

7. Appendix B - Valuation Report: Independent valuation report for conversion price (if required)

8. Appendix C - Compliance Certificates: Statutory compliance certificates required for CCD issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Real Estate

Infrastructure

Healthcare

E-commerce

Financial Services

Telecommunications

Renewable Energy

Education Technology

Relevant Teams

Legal

Finance

Compliance

Treasury

Corporate Secretarial

Investment

Corporate Development

Risk Management

Corporate Finance

Relevant Roles

Chief Financial Officer

General Counsel

Company Secretary

Investment Manager

Corporate Lawyer

Compliance Officer

Finance Director

Investment Banker

Private Equity Manager

Venture Capital Associate

Corporate Finance Manager

Treasury Manager

Legal Counsel

Financial Controller

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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