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How to Issue NCDs in India?
Updated 4 November 2025
Language: EN
The process to issue NCDs is as follows:
Issuer conveys board meeting and decides NCDs issue type.
For issuing secured NCDs, the company must follow the Companies Rules, 2014.
It needs to appoint a debenture trustee with approval from SEBI.
In the board meeting, consent over form no. PAS-4, PAS-5, debenture trust agreement, the appointment of an expert, date of conducting shareholder meeting, borrowing powers, and debenture subscription agreement is taken.
The draft mentioning important detailing such as debenture trustee agreement, debenture subscription agreement, mortgage agreement and records of private placement offer is prepared.
Board resolution is executed to create the charge on the company's assets.
Board of directors are authorized to maintain a separate account for NCD issue.
Offer letter is dispatched to shareholders and bank account is opened.
File offer letter to Registrar of Companies (ROC) after making allotment of NCDs.
Convey a board meeting again for allotment issue, approval of the draft agreement and draft Debenture Trust Deed.
The certificate of debentures is issued within 6-months from the date of allocation.