Issuance of CCD
Issue Compulsorily Convertible Debentures (CCDs) — debt instruments that mandatorily convert to equity — with board resolution, debenture trust deed, PAS-3 filing and RBI ECB / FEMA compliance for foreign investors.
Issue CCDs to your investors
Share the investment amount and conversion terms. We handle the CCD documentation, MCA filings and FEMA compliance.
Talk to a CS →A complete issuance of ccd package
CCD Terms Structuring
Interest rate, conversion ratio, conversion trigger/timeline, security and investor rights — all documented.
Debenture Trust Deed
Debenture trust deed appointing trustee — required for CCDs issued to more than 500 persons or secured CCDs.
Board / Shareholder Resolution
Board resolution for CCD issuance — special resolution required if CCDs are secured or exceed borrowing limits.
PAS-3 Filing
Return of Allotment filed within 30 days of CCD allotment — and again on conversion to equity.
FEMA / ECB Compliance
CCDs issued to foreign investors treated as FDI (if mandatorily convertible) or ECB (if optionally convertible) — RBI filings accordingly.
Conversion to Equity
Board resolution on conversion, new equity allotment, PAS-3 filed, CCD holders become equity shareholders.
What is needed for issuance of ccd
Mandatory Conversion Feature
CCDs must compulsorily convert to equity — no option to redeem for cash, distinguishing them from NCDs.
Board Resolution Required
Every CCD issuance requires a board resolution — special resolution if secured or beyond borrowing limits.
Trust Deed for Secured CCDs
Debenture trust deed required for secured CCDs — trustee monitors the charge on assets.
PAS-3 on Allotment and Conversion
PAS-3 must be filed both at the time of CCD allotment and again when CCDs convert to equity shares.
FEMA — FDI or ECB Classification
Compulsorily convertible CCDs from foreign investors are treated as FDI — FC-GPR filed within 30 days.
Charge Registration if Secured
If CCDs are secured, CHG-1 must be filed with ROC within 30 days of charge creation.
Under FEMA, compulsorily convertible debentures from foreign investors are treated as equity (FDI) — not as debt (ECB). This means FC-GPR must be filed within 30 days of allotment — not ECB reporting. Getting this classification wrong causes significant RBI compliance issues.
Common issues with issuance of ccd
Simple steps, no surprises
CCD terms and FEMA classification
Conversion terms finalised, FEMA classification (FDI vs ECB) confirmed — investor and company aligned.
Resolutions and trust deed
Board resolution passed, debenture trust deed executed (if secured), trustee appointed.
CCD allotted and filings done
CCDs allotted, PAS-3 filed within 30 days, CHG-1 filed (if secured), FC-GPR filed (if foreign investor).
Conversion executed
On conversion event, equity allotted, PAS-3 filed — CCD holders become equity shareholders.
Other services you may need
Frequently asked questions
A Compulsorily Convertible Debenture (CCD) is a debt instrument that mandatorily converts into equity shares of the issuing company — either on a specific date or upon the occurrence of a specified event. Unlike Non-Convertible Debentures (NCDs), CCDs cannot be redeemed for cash.
Under FEMA, compulsorily convertible debentures issued to foreign investors are classified as FDI — not External Commercial Borrowings (ECB). The company must file FC-GPR with RBI within 30 days of allotment. Optionally convertible debentures are treated as ECB — requiring different RBI reporting.
Both CCDs and CCPS are hybrid instruments that convert to equity. CCDs are debentures (debt instruments) that pay interest before conversion. CCPS are preference shares that pay dividends. The choice depends on tax treatment and investor preference — interest on CCDs is tax-deductible for the company while dividend on CCPS is not.
PAS-3 (Return of Allotment) must be filed within 30 days of CCD allotment. CHG-1 must be filed within 30 days for secured CCDs. FC-GPR must be filed within 30 days for foreign investors. On conversion, a fresh PAS-3 is filed for the equity allotment.
Yes. Private limited companies can issue CCDs through a private placement or preferential allotment to identified investors. A board resolution is required — and a special resolution if the CCDs are secured or if the borrowing exceeds the permitted limit.
Ready to issue CCDs to your investors?
We structure the CCD terms, handle FEMA classification, file PAS-3 and manage the conversion to equity.