A. Who are Debenture Holders?
Debenture
holders are the people who lend money to a company by
purchasing its debentures.
In other words:
- They are
creditors of the company.
- They do
not have ownership in the company.
- They
receive a fixed rate of interest, even if the company makes a profit or
loss.
- They give
loan to the company.
- They get
interest at a fixed rate and at fixed intervals.
- They get
back their principal amount on maturity (redemption).
- They
cannot vote in company meetings because they are not owners.
- Their
money is secured by company assets in case of secured debentures.
B. Correspondence with Debenture
holders
In a
company, debenture holders are the people who lend money to
the company.
Whenever the company needs to communicate with them in writing, it is
called correspondence with debenture holders.
C. Why correspondence is required?
A
company may need to send letters/notices to debenture holders for:
1. Issue of Debentures
·
Informing them about the issue of
new debentures
·
Sending application forms
·
Giving details like interest rate,
maturity, security, etc.
2. Allotment of Debentures
·
Sending Allotment Letter
·
Confirming the number of debentures
allotted
·
Giving payment schedule instructions
3. Payment of Interest
·
Sending Interest Payment
Notice
·
Intimation of due date
·
Mode of payment
4. Redemption of Debentures
·
Redemption Notice informing
that the debentures will be repaid
·
Giving redemption amount and date
5. Conversion of Debentures
·
If the company offers conversion
into equity shares
·
Sending Conversion Offer
Letter
6. Transfer / Transmission of Debentures
·
Communication for transfer requests
·
Asking for missing documents
·
Sending approval or rejection
letters
7. Issue of Duplicate Debenture Certificate
·
When debenture certificate is lost
·
Acknowledgement of request
·
Asking for indemnity bond
·
Sending duplicate certificate letter
8. Queries and Complaints
·
Replying to debenture holder’s
concerns
·
Interest not received
·
Certificate not received
·
Change of address, etc.
D. Precautions while Corresponding
with Debenture Holders
1. Use of Formal and Polite Language
The secretary
must use formal, respectful and clear language because
debenture holders are creditors of the company.
2. Accuracy of Information
All details
like interest amount, due date, redemption date, certificate number,
debenture number must be correct.
3. Clarity and Simplicity
The message
should be simple and easy to understand, avoiding technical or
confusing words.
4. Prompt Reply
The secretary
must reply quickly to any enquiry, complaint or request from
debenture holders.
5. Confidentiality
Personal and
financial information of debenture holders must be kept confidential.
6. Use of Standard Format
Letters such
as allotment letters, interest notices, redemption notices must
follow the company’s standard format.
7. Legal Compliance
Ensure that communication follows:
·
Companies Act, 2013
·
SEBI guidelines
·
Terms of the Debenture Trust
Deed
8. Attach Required Documents
Include
necessary enclosures like application forms, interest warrants, acknowledgement
slips, etc.
9. Polite Handling of Complaints
Any issue such
as interest not received, certificate lost, wrong entry should
be handled politely and with responsibility.
10. Proofreading
Check spelling,
numbers, dates, signatures, and attachments before sending the letter.
E. Circumstances for Correspondence
with Debenture holders
1. Issue of Debentures
When the
company issues new debentures, the secretary sends:
·
Issue letters
·
Prospectus / application forms
·
Terms and conditions
2. Allotment of Debentures
The secretary
informs debentureholders about:
·
Number of debentures allotted
·
Allotment letter
·
Payment schedule
3. Payment of Interest
Correspondence
is needed for:
·
Sending interest payment notices
·
Informing due dates
·
Clarifying delays or non-receipt of
interest
4. Redemption of Debentures
The secretary
sends:
·
Redemption notice
·
Maturity date
·
Amount payable
·
Mode of repayment
5. Conversion of Debentures
When
convertible debentures can be converted into shares, the secretary informs:
·
Conversion option
·
Procedure
·
Time limit for conversion
6. Transfer or Transmission of Debentures
Communication
is required for:
·
Transfer requests
·
Approval/rejection letters
·
Missing documents
·
Transmission due to death of holder
7. Issue of Duplicate Debenture Certificate
If original
certificate is lost or damaged, the secretary sends:
·
Acknowledgement of request
·
Requirements like indemnity bond
·
Issuing the duplicate certificate
8. Change in Registered Details
Correspondence
is required for:
·
Change of address
·
Change of bank details
·
Change of nominee
·
Correction of name or spelling
9. Handling Enquiries and Complaints
The secretary
replies to issues like:
·
Non-receipt of interest
·
Non-receipt of certificate
·
Wrong entries
·
Delay in redemption
10. General Notices & Circulars
For any
important information such as:
·
Meeting notices (if required)
·
Changes in terms
·
Communication from debenture trustee