law: Companies Act, 2013 
  71.
  
    Debentures.
  1.      A company may issue
  
  debentures with an option to convert such debentures into shares, either wholly
  
  or partly at the time of redemption:
  Provided
  
  that the issue of debentures with an option to convert such debentures into
  
  shares, wholly or partly, shall be approved by a special resolution passed at a
  
  general meeting.
  1.     
  2.      No company shall
  
  issue any debentures carrying any voting rights.
  3.      Secured debentures
  
  may be issued by a company subject to such terms and conditions as may be
  
  prescribed.
  4.      Where debentures are
  
  issued by a company under this section, the company shall create a debenture
  
  redemption reserve account out of the profits of the company available for
  
  payment of dividend and the amount credited to such account shall not be
  
  utilised by the company except for the redemption of debentures.
  5.      No company shall
  
  issue a prospectus or make an offer or invitation to the public or to its
  
  members exceeding five hundred for the subscription of its debentures, unless
  
  the company has, before such issue or offer, appointed one or more debenture
  
  trustees and the conditions governing the appointment of such trustees shall be
  
  such as may be prescribed.
  6.      A debenture trustee
  
  shall take steps to protect the interests of the debentureholders and redress
  
  their grievances in accordance with such rules as may be prescribed.
  7.      Any provision
  
  contained in a trust deed for securing the issue of debentures, or in any
  
  contract with the debenture-holders secured by a trust deed, shall be void in
  
  so far as it would have the effect of exempting a trustee thereof from, or
  
  indemnifying him against, any liability for breach of trust, where he fails to
  
  show the degree of care and due diligence required of him as a trustee, having
  
  regard to the provisions of the trust deed conferring on him any power,
  
  authority or discretion:
  Provided
  
  that the liability of the debenture trustee shall be subject to such exemptions
  
  as may be agreed upon by a majority of debenture-holders holding not less than
  
  three fourths in value of the total debentures at a meeting held for the
  
  purpose.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  8.      A company shall pay
  
  interest and redeem the debentures in accordance with the terms and conditions
  
  of their issue.
  9.      Where at any time the
  
  debenture trustee comes to a conclusion that the assets of the company are insufficient
  
  or are likely to become insufficient to discharge the principal amount as and
  
  when it becomes due, the debenture trustee may file a petition before the
  
  Tribunal and the Tribunal may, after hearing the company and any other person
  
  interested in the matter, by order, impose such restrictions on the incurring
  
  of any further liabilities by the company as the Tribunal may consider
  
  necessary in the interests of the debenture-holders.
  10.   Where a company fails
  
  to redeem the debentures on the date of their maturity or fails to pay interest
  
  on the debentures when it is due, the Tribunal may, on the application of any
  
  or all of the debenture-holders, or debenture trustee and, after hearing the
  
  parties concerned, direct, by order, the company to redeem the debentures
  
  forthwith on payment of principal and interest due thereon.
  11.   If any default is
  
  made in complying with the order of the Tribunal under this section, every
  
  officer of the company who is in default shall be punishable with imprisonment
  
  for a term which may extend to three years or with fine which shall not be less
  
  than two lakh rupees but which may extend to five lakh rupees, or with both.
  12.   A contract with the
  
  company to take up and pay for any debentures of the company may be enforced by
  
  a decree for specific performance.
  13.   The Central
  
  Government may prescribe the procedure, for securing the issue of debentures,
  
  the form of debenture trust deed, the procedure for the debenture-holders to
  
  inspect the trust deed and to obtain copies thereof, quantum of debenture
  
  redemption reserve required to be created and such other matters.