Indian companies are increasingly looking at alternative means of raising capital. In the past few years, the Reserve Bank of India (RBI) and the Securities and Exchange Board of India (SEBI) have taken significant steps to expand the country’s debt market, which is less developed than the equity markets.

One such initiative is to allow foreign debt infusions in Indian companies through non-convertible debentures (NCDs). This has become a popular route for Indian companies to raise capital from overseas investors.
The provisions relating to issuance of debentures under the Companies Act, 1956, apply equally to NCDs. In addition, the issuance of NCDs could be treated as an issuer company accepting a “deposit” under the Companies Act. However, NCDs are typically issued in a manner that allows the issuer company to benefit from certain exemptions under the Companies (Acceptance of Deposits) Rules, 1976.
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Ganesh Prasad is a partner and Sharad Moudgal is a principal associate at Khaitan & Co. The views of the authors are personal, and should not be considered as those of the firm.
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