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Class 12 SP Letter for Redemption of Debentures: Format & Solved Draft (Chapter 7)

Master the official format and scoring guidelines for the Class 12 Secretarial Practice (SP) letter on the Redemption of Debentures tailored for the Maharashtra State Board (HSC) Commerce examination. Under Chapter 7 (Correspondence with Debenture Holders), drafting a formal notice informing a debenture holder about the impending maturity of their debt instrument and the procedure for repayment is a highly practical question in Question 7 (Letter Writing), carrying a direct weightage of 5 marks. Below, you will find the official board exam scenario, step-wise marking breakdown, statutory provisions under the Companies Act, 2013, and a textbook-accurate solved model answer.

Statutory Rule (Section 71, Companies Act 2013): Redemption of debentures means the repayment of the principal amount of the borrowed capital to the debenture holders upon the expiry of the stipulated term. A company must create a Debenture Redemption Reserve (DRR) out of its divisible profits to ensure sufficient liquidity is available to honour this repayment obligation.

HSC Board Examination Question Scenario

In the HSC examination, this question is typically framed as follows:

"Draft a letter to a debenture holder informing him / her that their debentures are due for redemption, requesting them to surrender the Debenture Certificate."

Official HSC Step-Wise Marking Breakdown (5 Marks)

Examiners evaluate secretarial correspondence based on structural completeness and accurate procedural instructions:

Component Required Exam Content Marks
Letterhead & Layout Company Name, Registered Address, 21-digit CIN, Phone, Email, Website, Ref. No., and Date. 1 Mark
Inside Address & Subject Debenture Holder's Name, Address, concise Subject Line, and formal Salutation. 1 Mark
Body of the Letter Reference to maturity date, Board resolution, redemption schedule table, and instructions to surrender the original certificate. 2 Marks
Sign-off & Enclosures Complimentary close ("Yours faithfully"), Secretary signature block, and Enclosure (Discharge Receipt / Redemption Form). 1 Mark
Total Marks Question 7 (Attempt Any 2 Letters out of 3 = 10 Marks Total) 5 Marks

Solved Model Answer: Letter Regarding Redemption of Debentures

APEX STEEL INFRA LIMITED
Registered Office: 21, Nariman Point, Mumbai - 400021.
CIN: L27100MH2008PLC998877
Phone: 022 - 6655 4433
Email: secretarial@apexsteel.com
Website: www.apexsteel.com

Ref. No.: ASIL/RED/2026-27/115

Date: 10th February 2027

To,
Mr. Anil M. Deshmukh,
Plot No. 18, Sadashiv Peth,
Pune - 411030.

Subject: Redemption of 10% Non-Convertible Debentures.

Dear Sir,

This is to formally inform you that the 10% Secured Non-Convertible Debentures (NCDs) issued by the company in March 2022 are due for redemption (repayment) on 31st March 2027, upon the completion of their 5-year tenure.

In accordance with the terms of the Debenture Trust Deed, the Board of Directors, at their meeting held on 5th February 2027, has passed a resolution authorizing the redemption of these debentures out of the Debenture Redemption Reserve (DRR) maintained by the company.

The particulars of the debentures held by you and the redemption amount payable are set out in the schedule below:

Folio No. Debenture Certificate No. No. of Debentures Held Distinctive Numbers (From - To) Total Redemption Amount Payable (₹)
D-1025 450 100 15001 - 15100 10,000/-

You are requested to surrender the original Debenture Certificate No. 450 along with the enclosed 'Discharge Receipt' duly signed and affixed with a ₹ 1/- revenue stamp. Please submit these documents to the Registered Office of the company on or before 15th March 2027.

Upon receipt and verification of the aforesaid documents, the redemption amount will be directly credited to your registered bank account via NEFT / RTGS on the date of maturity.

Thanking you.

Yours faithfully,
For Apex Steel Infra Limited

(Signature)
Mr. Rajesh Mehta
Company Secretary

Encl: Debenture Discharge Receipt / Redemption Form


Examiner's Secret: 3 Critical Points for Scoring Full Marks
  • Procedural Accuracy: Money is not sent in this letter! This letter is merely an intimation asking the holder to surrender their original certificate. A company cannot legally repay the principal until the physical debt instrument is returned and cancelled.
  • Mention of DRR: Mentioning that the repayment is being made "out of the Debenture Redemption Reserve (DRR)" signals to the examiner that you have a strong grasp of corporate finance law.
  • Discharge Receipt: The enclosure must be a "Discharge Receipt" (or Redemption Form). The debenture holder signs this to legally acknowledge that their claim against the company will be fully settled upon payment.

Frequently Asked Questions (HSC Board Exam FAQs)

1. What is meant by the 'Redemption' of debentures?

Redemption means discharging the company's liability by repaying the principal borrowed amount to the debenture holders on the maturity date as per the terms of the issue.

2. What is a Debenture Redemption Reserve (DRR)?

Under Section 71(4) of the Companies Act, 2013, a company issuing non-convertible debentures must create a DRR out of profits available for payment of dividend. This ensures the company has adequate funds for repayment and protects the creditors' interests.

3. Can debentures be redeemed before maturity?

Yes, if the terms of the issue (or the Debenture Trust Deed) permit, a company can redeem debentures prematurely, either by purchasing them from the open stock market or through a call option.

Class 12 SP Letter for Conversion of Debentures: Format & Solved Draft (Chapter 7)

Master the official format and scoring guidelines for the Class 12 Secretarial Practice (SP) letter on the Conversion of Debentures into Equity Shares tailored for the Maharashtra State Board (HSC) Commerce examination. Under Chapter 7 (Correspondence with Debenture Holders), drafting a formal letter informing a debenture holder about their transition from a creditor to an owner (shareholder) is a highly conceptual question in Question 7 (Letter Writing), carrying a direct weightage of 5 marks. Below, you will find the official board exam scenario, step-wise marking breakdown, statutory provisions under the Companies Act, 2013, and a textbook-accurate solved model answer.

Statutory Rule (Section 71, Companies Act 2013): A company may issue debentures with an option to convert such debentures into shares, either wholly or partly, at the time of redemption. The issue of convertible debentures requires a Special Resolution passed at a general meeting. Upon conversion, the debenture holder relinquishes their status as a secured creditor and assumes the rights, risks, and voting powers of an equity shareholder.

HSC Board Examination Question Scenario

In the HSC examination, this question is typically framed as follows:

"Draft a letter to a debenture holder informing him / her regarding the conversion of Fully Convertible Debentures into Equity Shares, citing the Special Resolution passed at the Extra-Ordinary General Meeting."

Official HSC Step-Wise Marking Breakdown (5 Marks)

Examiners evaluate secretarial correspondence based on structural completeness and accurate statutory referencing:

Component Required Exam Content Marks
Letterhead & Layout Company Name, Registered Address, 21-digit CIN, Phone, Email, Website, Ref. No., and Date. 1 Mark
Inside Address & Subject Debenture Holder's Name, Address, concise Subject Line, and formal Salutation. 1 Mark
Body of the Letter Reference to terms of issue, EGM/Board resolutions, ratio of conversion, schedule table, and welcoming note as a new shareholder. 2 Marks
Sign-off & Enclosures Complimentary close ("Yours faithfully"), Secretary signature block, and Enclosure (New Share Certificate). 1 Mark
Total Marks Question 7 (Attempt Any 2 Letters out of 3 = 10 Marks Total) 5 Marks

Solved Model Answer: Letter for Conversion of Debentures

APEX STEEL INFRA LIMITED
Registered Office: 21, Nariman Point, Mumbai - 400021.
CIN: L27100MH2008PLC998877
Phone: 022 - 6655 4433
Email: secretarial@apexsteel.com
Website: www.apexsteel.com

Ref. No.: ASIL/CONV/2026-27/89

Date: 10th December 2026

To,
Mr. Anil M. Deshmukh,
Plot No. 18, Sadashiv Peth,
Pune - 411030.

Subject: Conversion of 12% Fully Convertible Debentures into Equity Shares.

Dear Sir,

I am directed to inform you that in accordance with the terms of the issue of 12% Fully Convertible Debentures (FCDs), your debentures are due for conversion into Equity Shares of the company.

We have received your Letter of Option along with the original Debenture Certificate No. 450. A Special Resolution for the allotment of these new equity shares was successfully passed at the Extra-Ordinary General Meeting (EGM) held on 25th November 2026. Subsequently, the Board of Directors, at their meeting held on 5th December 2026, has approved the allotment of fully paid-up Equity Shares in the ratio of 1:1 (i.e., One Equity Share of ₹ 100/- each for every One Debenture of ₹ 100/- each).

The particulars of your conversion and the new equity shares allotted to you are set out in the schedule below:

Folio No. No. of Debentures Converted No. of Equity Shares Allotted Distinctive Numbers (From - To) New Share Certificate No.
D-1025 100 100 25001 - 25100 8845

Your name has now been entered in the Register of Members of the company. The new Share Certificate No. 8845 is enclosed herewith.

We take this opportunity to officially welcome you as an Equity Shareholder (co-owner) of the company and look forward to your continued support and participation in the company's growth.

Thanking you.

Yours faithfully,
For Apex Steel Infra Limited

(Signature)
Mr. Rajesh Mehta
Company Secretary

Encl: Share Certificate No. 8845


Examiner's Secret: 3 Critical Points for Scoring Full Marks
  • Dual Meeting Reference: This corporate action requires two meetings. You must mention the Extra-Ordinary General Meeting (EGM) where shareholders authorized the new capital issue via a Special Resolution, AND the Board Meeting where the actual allotment was executed.
  • Surrender of Old Certificate: Explicitly mention that the company has received the 'Letter of Option' along with the original 'Debenture Certificate' from the investor. The company cannot issue a Share Certificate unless the old debt instrument is surrendered.
  • Welcome the New Owner: End the letter with a congratulatory/welcoming tone (e.g., "Welcome you as an Equity Shareholder"). This demonstrates your understanding that the stakeholder's status has legally changed from a creditor to an owner.

Frequently Asked Questions (HSC Board Exam FAQs)

1. What is a Fully Convertible Debenture (FCD)?

An FCD is a type of debt instrument where the entire principal amount is mandatorily or optionally converted into equity shares of the issuing company after a specified lock-in period, according to the terms of the issue.

2. Does the conversion of debentures dilute the ownership of existing shareholders?

Yes. Issuing new equity shares to converting debenture holders increases the total number of outstanding equity shares, which proportionally dilutes the voting power and Earnings Per Share (EPS) of existing shareholders. This is why a Special Resolution is mandatory.

3. Can a company issue debentures carrying voting rights?

No. Under Section 71(2) of the Companies Act, 2013, no company can issue debentures that carry voting rights. Voting rights are acquired only after the debentures are converted into equity shares.

Class 12 SP Letter for Payment of Interest on Debentures: Format & Solved Warrant Specimen

Master the official format and scoring guidelines for the Class 12 Secretarial Practice (SP) letter on the Payment of Interest on Debentures (via Interest Warrant) tailored for the Maharashtra State Board (HSC) Commerce examination. Under Chapter 7 (Correspondence with Debenture Holders), drafting a formal letter dispatching an interest warrant to a debenture holder is a recurring high-frequency question in Question 7 (Letter Writing), carrying a direct weightage of 5 marks. Below, you will find the official board exam scenario, step-wise marking breakdown, legal implications under the Companies Act, 2013, and a textbook-accurate solved model answer.

Statutory Rule (Section 71, Companies Act 2013): Interest on debentures is a charge against profits and constitutes a contractual debt obligation. It must be paid periodically at the predetermined coupon rate regardless of whether the company earns profits or suffers operational losses. Unlike dividends, interest payments are never contingent upon shareholder approval at the AGM.

HSC Board Examination Question Scenario

In the HSC examination, this question is typically framed as follows:

"Draft a letter to a debenture holder informing him / her regarding the payment of interest on debentures through an Interest Warrant, citing the resolution passed at the Board Meeting."

Official HSC Step-Wise Marking Breakdown (5 Marks)

Examiners evaluate secretarial correspondence based on structural layout and accurate statutory schedules:

Component Required Exam Content Marks
Letterhead & Layout Company Name, Registered Address, 21-digit CIN, Phone, Email, Website, Ref. No., and Date. 1 Mark
Inside Address & Subject Debenture Holder Name, Address, concise Subject Line, and formal Salutation. 1 Mark
Body of the Letter Reference to Board meeting resolution, coupon rate, half-yearly period, interest calculation table, and banking details. 2 Marks
Sign-off & Enclosure Complimentary close ("Yours faithfully"), Secretary signature block, and mandatory Enclosure ("Encl: Interest Warrant"). 1 Mark
Total Marks Question 7 (Attempt Any 2 Letters out of 3 = 10 Marks Total) 5 Marks

Solved Model Answer: Payment of Interest on Debentures (Warrant Mode)

APEX STEEL INFRA LIMITED
Registered Office: 21, Nariman Point, Mumbai - 400021.
CIN: L27100MH2008PLC998877
Phone: 022 - 6655 4433
Email: debentures@apexsteel.com
Website: www.apexsteel.com

Ref. No.: ASIL/INT/W-05/2026-27

Date: 5th January 2027

To,
Mr. Anil M. Deshmukh,
Plot No. 18, Sadashiv Peth,
Pune - 411030.

Subject: Payment of Interest on 10% Secured Non-Convertible Debentures.

Dear Sir,

I am directed by the Board of Directors to inform you that at the Board Meeting held on 2nd January 2027, the Board approved the payment of interest on the company's 10% Secured Non-Convertible Debentures for the half-year ending 31st December 2026.

We are pleased to enclose herewith Interest Warrant No. IW-885421 drawn on Bank of India, Nariman Point Branch, Mumbai, for the net interest amount due to you. The details of the interest calculation are summarized in the schedule below:

Folio No. No. of Debentures Held Gross Interest Amount (₹) TDS Deducted (₹) Net Interest Payable (₹) Interest Warrant No.
D-1025 100 500.00 Nil 500.00 IW-885421

(Calculation: 100 Debentures of ₹ 100/- each = ₹ 10,000/- @ 10% p.a. for 6 months = ₹ 500/-)

Please detach the enclosed Interest Warrant and present it for encashment at any branch of Bank of India or deposit it into your bank account. Kindly acknowledge receipt of the warrant.

Thanking you.

Yours faithfully,
For Apex Steel Infra Limited

(Signature)
Mr. Rajesh Mehta
Company Secretary

Encl: Interest Warrant No. IW-885421


Examiner's Secret: 3 Critical Points for Scoring Full Marks
  • Mandatory Enclosure Line: Since this is a physical payment mode, failing to write Encl: Interest Warrant No. ... at the bottom-left will cause an automatic mark loss.
  • Accurate Half-Yearly Arithmetic: Show realistic calculations. If the debentures are ₹ 100 each with 10% interest for 6 months, 100 debentures ($₹ 10,000$) yield exactly $₹ 500$ half-yearly interest.
  • TDS Disclosure: Always show a distinct column for Tax Deducted at Source (TDS). If the gross interest amount is below the statutory limit for deduction, write "Nil" in the TDS column.

Frequently Asked Questions (HSC Board Exam FAQs)

1. Is debenture interest paid out of company profits only?

No. Debenture interest is a legal charge against profits. It must be paid periodically as a contractual liability even if the company suffers operating losses.

2. What is an Interest Warrant?

An Interest Warrant is a physical payment order or cheque issued by the company to a commercial bank, directing the bank to pay the specified interest amount to the named debenture holder.

3. What happens if a debenture holder does not encash the Interest Warrant?

If an interest warrant expires (usually valid for 3 months), the holder must surrender the stale warrant to the company for revalidation or re-issuance.

Class 12 SP Letter of Allotment of Debentures: Format & Solved Specimen (Chapter 7)

Master the official format and scoring guidelines for the Class 12 Secretarial Practice (SP) letter on the Allotment of Debentures designed for the Maharashtra State Board (HSC) Commerce examination. Under Chapter 7 (Correspondence with Debenture Holders), drafting a formal allotment letter to an applicant following a public issue of debentures is one of the most frequently asked questions in Question 7 (Letter Writing), carrying a direct weightage of 5 marks. Below, you will find the official board exam scenario, step-wise marking breakdown, statutory legal provisions under the Companies Act, 2013, and a textbook-accurate solved model answer.

Statutory Rule (Section 71 & Section 56(4), Companies Act 2013): Debenture holders are loan creditors of the company providing borrowed capital; therefore, they do not possess any voting rights in company general meetings. Under Section 56(4), every company must deliver the official Debenture Certificate within 6 months from the date of allotment.

HSC Board Examination Question Scenario

In the HSC examination, this question is typically framed as follows:

"Draft a letter of allotment to a debenture holder informing him / her regarding the allotment of 10% Non-Convertible Secured Debentures, citing the resolution passed at the Board Meeting."

Official HSC Step-Wise Marking Breakdown (5 Marks)

Examiners evaluate secretarial correspondence based on structural layout and accurate statutory schedules:

Component Required Exam Content Marks
Letterhead & Layout Company Name, Registered Address, 21-digit CIN, Phone, Email, Website, Ref. No., and Date. 1 Mark
Inside Address & Subject Applicant Name, Address, concise Subject Line, and formal Salutation. 1 Mark
Body of the Letter Reference to application date, Board resolution, allotment schedule table, and interest payment terms. 2 Marks
Sign-off & Enclosure Complimentary close ("Yours faithfully"), Secretary signature block, and mandatory Enclosure ("Encl: Debenture Certificate"). 1 Mark
Total Marks Question 7 (Attempt Any 2 Letters out of 3 = 10 Marks Total) 5 Marks

Solved Model Answer: Letter of Allotment of Debentures

APEX STEEL INFRA LIMITED
Registered Office: 21, Nariman Point, Mumbai - 400021.
CIN: L27100MH2008PLC998877
Phone: 022 - 6655 4433
Email: debentures@apexsteel.com
Website: www.apexsteel.com

Ref. No.: ASIL/DEB/A-11/2026-27

Date: 15th November 2026

To,
Mr. Anil M. Deshmukh,
Plot No. 18, Sadashiv Peth,
Pune - 411030.

Subject: Allotment of Non-Convertible Debentures (NCDs).

Dear Sir,

In response to your Application No. D-8854 dated 20th October 2026, I am directed by the Board of Directors to inform you that at the Board Meeting held on 12th November 2026, you have been allotted 100, 10% Secured Non-Convertible Debentures of ₹ 100/- each, fully paid-up.

The tenure of the said debentures is 5 years from the date of allotment. The details of the debentures allotted to you are set out in the schedule below:

Folio No. No. of Debentures Applied No. of Debentures Allotted Distinctive Numbers (From - To) Total Amount Received (₹)
D-1025 100 100 15001 - 15100 10,000/-

The Debenture Certificate No. 450 is enclosed herewith. Please note that interest at the rate of 10% per annum will be paid half-yearly on 30th June and 31st December every year, as per the terms and conditions outlined in the Debenture Trust Deed.

Thanking you.

Yours faithfully,
For Apex Steel Infra Limited

(Signature)
Mr. Rajesh Mehta
Company Secretary

Encl: Debenture Certificate No. 450


Examiner's Secret: 3 Critical Points for Scoring Full Marks
  • Mandatory Enclosure Line: Always write Encl: Debenture Certificate No. ... at the bottom-left margin. Forgetting this line leads to an automatic 0.5 to 1 mark deduction.
  • Distinctive Numbers Precision: Ensure that the difference between the 'From' and 'To' distinctive numbers exactly matches the number of debentures allotted (e.g., 15001 to 15100 = 100 debentures).
  • Creditor Terminology: Never refer to debenture holders as 'owners' or mention 'voting rights'. Debentures represent borrowed capital, and debenture holders are legal creditors entitled to fixed interest.

Frequently Asked Questions (HSC Board Exam FAQs)

1. Within how many months must a company issue a Debenture Certificate?

Under Section 56(4) of the Companies Act, 2013, a company must deliver the Debenture Certificate within 6 months from the date of allotment of debentures.

2. Can debenture holders vote at the company's Annual General Meeting?

No. Under Section 71(2) of the Companies Act, no company can issue any debentures carrying voting rights. Debenture holders are creditors, not owners of the company.

3. What is the role of a Debenture Trustee in an allotment of debentures?

A Debenture Trustee is appointed to protect the interests of debenture holders, hold charges on company assets, and ensure that the company complies with all conditions laid down in the Debenture Trust Deed.