India 
Canada
Procedure for issuance of Compulsory Convertible Debentures:
| Step | Particulars | What needs to be done (indicative) |
| 1 | Notice for board meeting | Issue notice to convene meeting of board of directors of Company as per prescribed secretarial standard 1. Assuming, there is no restriction in the AOA of Company to hold meeting, such meeting can be convened by giving a notice of seven days. |
| 2 | Convening meeting of Company’s board of directors | In the proposed meeting, following action be taken: § approving draft offer letter along with a separate list containing Proposed Allottees details, to whom the CCDs will be offered. § Take note of valuation report for setting out conversion rate for CCDs to equity shares of Company (to be issued by a practicing chartered accountant). § Open separate bank account for receiving subscription money for further issue of CCDs. § To authorize directors of Company to complete all filings with relevant government authorities. § To pass resolution for the approval of notice for calling general meeting of Company shareholders and authorizing Company secretary or directors of Company to issue the same. |
| 3 | Hold extra ordinary general meeting & Filing of MGT-14 | Approving offer by the shareholders. |
| 4 | Circulate offer letter | Offer letter accompanied by an application form serially numbered and addressed specifically to Proposed Allottees. |
| 5 | Filing of GNL -2 | § Pursuant to Rule (3) of The Companies (Prospectus and Allotment of Securities) Rules, 2014, PAS-4 and record of private placement offers in PAS-5 have to be filed with the registrar of companies within a period of thirty days of the circulation of offer letter. |
| 6 | Convening meeting of Company board of directors after receiving of application money | § To pass resolution for the allotment of CCDs. § To pass resolution for issue of letter of allotment/certificates to the allottees. § Authorizing two directors of Company to sign the certificates. § Approval for filing PAS-3. § Approval for filing FC-GPR. § Approval for filing FIRC. |
| 7 | Filing with the registrar of companies | Pursuant to Rule 12 of The Companies (Prospectus and Allotment of Securities) Rules, 2014 a return of allotment in PAS-3 within thirty days of the allotment has to be filed with the registrar of companies. Attachments: a. List of allottees b. Board resolution for allotment c. Valuation report d Copy of special resolution passed. |
| 8 | Issue of certificate | § Entry in the Company’s register of debenture holders shall be made and consequently issue the certificates to the allottees within six months from the date of allotment of CCDS. |
