Why debentures redemption reserve is not necessary on convertible debentures?

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Neev Garg

Neev Garg (Querist)
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31 July 2022 Sir I want to know why debentures redemption reserve is not mandatory on convertible debentures?

Asha Kanta Sharma

Asha Kanta Sharma

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11 July 2024 The requirement for a Debenture Redemption Reserve (DRR) is mandated under Section 71 of the Companies Act, 2013 for the purpose of ensuring that companies set aside funds for the repayment of debentures upon maturity. However, the provision exempts certain categories of debentures from this requirement, including convertible debentures. Here’s why DRR is not mandatory for convertible debentures:

### 1. Nature of Convertible Debentures:

- **Convertible Feature**: Convertible debentures give the debenture holder the option to convert their debt into equity shares of the company after a specified period. Since these debentures can be converted into equity, they do not necessarily need to be redeemed in cash by the company.

### 2. Redemption vs. Conversion:

- **No Cash Outflow**: When convertible debentures are converted into equity shares, there is no cash outflow from the company for redemption purposes. Instead, the company issues equity shares to the debenture holders.

### 3. Purpose of DRR:

- **Safeguarding Debenture Holders**: The primary purpose of DRR is to safeguard the interests of debenture holders by ensuring that funds are set aside specifically for the repayment of debentures upon maturity. Since convertible debentures may not need cash redemption, the rationale for creating a DRR is not applicable.

### 4. Regulatory Exemption:

- **Companies Act, 2013**: Section 71 of the Companies Act, 2013 explicitly exempts convertible debentures from the requirement of creating a Debenture Redemption Reserve. This exemption acknowledges that the conversion feature provides an alternative mechanism for debenture holders to realize the value of their investment.

### 5. Disclosure and Accountability:

- **Transparency**: Although DRR is not mandatory for convertible debentures, companies are required to disclose details of convertible debentures in their financial statements. This ensures transparency and clarity regarding the company's financial obligations and commitments to stakeholders.

### Conclusion:

In summary, Debenture Redemption Reserve (DRR) is not mandatory for convertible debentures because these instruments provide an alternative mechanism (conversion into equity shares) for realizing their value. This exemption is recognized under the Companies Act, 2013, acknowledging the unique nature of convertible debentures and their impact on company finances.

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