Companies Act · source-checked form guide
SH-12: debenture trust deed provisions
Set out the debenture issue, actual security, trustee appointment, defaults, issuer obligations and administration covenants in a genuinely negotiated and executed trust deed. It is not a buy-back compliance certificate.
Which version and who acts?
Six-page prescribed SH-12 content schedule, read with current section 71 and Rule 18. Its printed reference to Rule 11 does not replace current Rule 18(5). Fictional private secured non-convertible issue.
Issuing company and an actually eligible, consenting debenture trustee, with proper execution, stamping and security perfection; the specimen does not appoint a trustee.
Exact six-page SH-12:issue/security pp 1–2, trustee pp 2–3, defaults pp 3–4, issuer obligations pp 4–6 and miscellaneous p 6; current Rule 18(1)(c),(5),(7) controls execution and reserve branches.
Completed field illustration
Fictional example — not for filing. Fictional Aurelia privately issues 500 secured non-convertible₹1,000 debentures on 1 April 2026 after an offer closing 31 March. Coupon 9% annually, payable half-yearly 30 September/31 March; redemption 31 March 2029. An eligible fictional Example Trustee is assumed appointed before the offer. Proposed deed execution 30 April 2026 is illustrative, not an actual signed deed.
| Prescribed field / block | Completed fictional entry |
|---|---|
| 1(a) Purpose | Finance identifiable computer-lab equipment for the ordinary training business; gross issue₹5,00,000. |
| 1(b)–(d) Issue / payment covenant | 500×₹1,000;9% annual coupon; half-yearly₹22,500;3-year non-convertible issue; principal payable 31/03/2029. Company covenants to pay actual due interest/principal according to the genuine issue terms. |
| 2 Security | Assumed first exclusive charge over identified company-owned lab equipment at fictional Delhi premises; illustrative supported value₹8,00,000; minimum contractual principal cover 1.5 times; principal and contractual interest secured. No actual valuation or title report supplied. |
| 2 Preservation / inspection / future rights | Maintain and insure assets, allow trustee’s actual records/asset inspection and periodic valuation, and require trustee approval for further encumbrances; no future-asset or release authority presumed. |
| 3 Trustee | Example Trustee, fictional; actual eligibility and written consent required before the offer. Appointment, remuneration, resignation/successor and removal procedures must be negotiated consistently with Rule 18. |
| 4 Defaults | Actual deed to define unpaid coupon/principal, covenant/security breaches and lawful enforcement steps; two consecutive interest defaults and other prescribed events addressed; no present default asserted. |
| 5 Issuer obligations | Maintain debenture-holder register and accounts; supply actual financial/utilisation/security/grievance reports; pay insurance/taxes; meet the actual applicable DRR/investment rules and notify relevant corporate changes. |
| 6 Administration | Actual notice addresses, lawful amendment/meeting procedures, grievance route and applicable stamp-duty responsibility; no arbitration, jurisdiction or fee term invented as statutory boilerplate. |
| Execution / charge filing | Proposed 30/04/2026 only; actual company/trustee execution, stamp and CHG-9 security registration evidence remain separate. Not signed. No DSC, certification, SRN, filing or approval has occurred. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- 500×₹1,000=₹5,00,000; annual 9% coupon₹45,000 and half-year coupon₹22,500. Six half-year coupons total₹1,35,000; principal plus those coupons₹6,35,000.
- Illustrative₹8 lakh assets provide 1.6 times the₹5 lakh principal, above the assumed 1.5 contract cover and above₹6.35 lakh aggregate scheduled principal/coupons; genuine valuation, recoverability and other encumbrances still control actual sufficiency.
- 30 April is 29 days after 1 April allotment and 30 days after 31 March offer closure. It lies within both Rule 18(1)(c)’s 60-day allotment provision and Rule 18(5)’s 3-month closure provision; do not silently ignore either printed timing rule.
Prepare, submit and retain the evidence
- Verify actual issue law, private/public route, company category, consenting eligible trustee and the issue/security/valuation terms before issuing the offer.
- Have the actual deed drafted and executed with all applicable prescribed content, correct legal references, stamp and both relevant timing controls; do not use the unrelated SH-15 under a misleading download filename.
- Perfect and register the actual security and maintain trustee reporting, debtor-payment and applicable reserve/investment controls through genuine redemption and discharge.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Primary authorities and exact locators
- Exact six-page SH-12:issue/security pp 1–2, trustee pp 2–3, defaults pp 3–4, issuer obligations pp 4–6 and miscellaneous p 6; current Rule 18(1)(c),(5),(7) controls execution and reserve branches.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Current controlling rule, read with the prescribed document; original document function and later amendments are applied in the explanation.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.