Convertible bond by nbfc

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

17 September 2011 Dear All,

What are the Pre requirements and Procedure for issuing Convertible Bond by an NBFC.

Also if its a NBFC-ND, then does it change anything?

Regards

CS Bijoy

CS Bijoy (Expert)
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21 September 2011 Can you please specify that the bonds are secured or unsecured debt.

Querist : Anonymous

Querist : Anonymous (Querist)

28 September 2011 Hi MR Bijoy,

Can you pls explain the situation in both cases. I mean if it is Secured and if it is unsecured.

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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20 July 2024 Issuing convertible bonds by Non-Banking Financial Companies (NBFCs) involves specific requirements and procedures, which can vary based on whether the NBFC is classified as Non-Deposit taking (NBFC-ND) or Non-Deposit taking Systemically Important NBFC (NBFC-ND-SI). The classification can impact the regulatory framework and requirements for issuing such instruments.

### Requirements and Procedure for Issuing Convertible Bonds by NBFCs:

#### 1. **Pre-Requirements:**

- **Board Approval:** Obtain approval from the board of directors of the NBFC for issuing convertible bonds. This approval should include the terms, conditions, and purpose of issuing the bonds.

- **Shareholder Approval:** Depending on the NBFC’s articles of association or regulatory requirements, shareholder approval may be necessary, especially if it involves significant financial commitments or alterations to the capital structure.

- **Regulatory Compliance:** Ensure compliance with regulations prescribed by the Reserve Bank of India (RBI) and Securities and Exchange Board of India (SEBI), depending on the nature of the NBFC and the issuance.

#### 2. **Procedure:**

- **Drafting of Prospectus or Information Memorandum:** Prepare a detailed prospectus or information memorandum outlining the terms of the convertible bonds. This document should include information on the bond structure, conversion terms, interest rates, maturity dates, etc.

- **Filing with Regulatory Authorities:** Submit the prospectus or information memorandum to the regulatory authorities for approval. This includes SEBI and/or RBI, depending on the classification of the NBFC and the nature of the issuance.

- **Due Diligence:** Conduct due diligence to ensure all disclosures in the prospectus or information memorandum are accurate and comply with regulatory requirements.

- **Offering and Subscription:** After receiving regulatory approval, proceed with offering the convertible bonds to potential investors. Manage the subscription process and ensure compliance with subscription formalities.

- **Listing (if applicable):** If the bonds are intended to be listed on a stock exchange, comply with listing requirements and complete the listing process.

#### 3. **NBFC-ND vs. NBFC-ND-SI:**

- **NBFC-ND:** These NBFCs are typically subject to less stringent regulatory requirements compared to NBFC-ND-SIs. They may issue convertible bonds subject to compliance with RBI regulations on capital adequacy, asset classification, etc.

- **NBFC-ND-SI:** These NBFCs are systemically important and are subject to stricter regulations to ensure financial stability and systemic safety. They may need to comply with additional regulatory requirements from RBI, including specific capital adequacy norms and risk management guidelines.

#### 4. **Secured vs. Unsecured Bonds:**

- **Secured Bonds:** If the bonds are secured, the NBFC will need to provide collateral as security to bondholders. The collateral should comply with RBI’s guidelines on asset classification and provisioning.

- **Unsecured Bonds:** These bonds are not backed by specific collateral. NBFCs issuing unsecured bonds may face higher scrutiny from investors and regulatory authorities regarding credit risk and financial stability.

### Conclusion:

Issuing convertible bonds by NBFCs involves navigating through regulatory requirements set by RBI and possibly SEBI. It’s crucial for NBFCs to comply with these requirements, conduct due diligence, and ensure transparency in disclosures to potential investors. The procedure may vary based on the classification of the NBFC and whether the bonds are secured or unsecured. Seeking guidance from legal and financial advisors familiar with NBFC regulations is advisable to ensure compliance and successful issuance of convertible bonds.