A debenture issuance is a set of moving parts that must close in sequence. Private placement under the Companies Act and the debenture provisions and rules made under it, the SEBI regime for issue and listing of non-convertible securities where the issue is listed, the electronic book platform where the size crosses the threshold, credit rating and the offer documentation in its general and key information form, the debenture trustee's independent obligations including due diligence on security and the certificate that precedes the offer, creation and perfection of security within the prescribed period and its continuing monitoring, the recovery expense fund, redemption reserve and investor grievance mechanics, dematerialisation and ISIN limits, and the large corporate borrower framework where an issuer's incremental borrowing must partly come from the debt market. Around the plain vanilla issuance sit the variants: subordinated and perpetual instruments and their loss absorption terms, market linked debentures and the tax treatment that now applies to them, green and social labelled issuances and the use of proceeds and reporting commitments they carry, external commercial borrowings with their cost ceiling, end use and hedging conditions, foreign portfolio investment in corporate debt, securitisation and direct assignment under the applicable RBI directions, co-lending arrangements, and pass through structures.

Be it a first issuance by an NBFC that has only ever borrowed bilaterally, a secured issuance where the security pool is receivables that turn over monthly and the cover must be maintained rather than merely created, a restructuring of outstanding debentures requiring holder consent through the trustee, an inter-creditor arrangement between debenture holders and a consortium of lenders, or an enforcement where the question is whether the charge was perfected and against what, the recurring issue is the same: security that was documented correctly and created late, or created correctly and never monitored.

We draft the trust deed and the security documents as a single instrument set and run the closing to a checklist with dates on it, because the failures in this practice are almost always sequencing failures rather than drafting failures. Covenants are negotiated against the issuer's actual reporting capability, since a financial covenant tested on data the issuer cannot produce monthly is a default in waiting. Because we act for regulated lenders on their operating documentation, the issuer side and the lender side of the same balance sheet are understood by the same team.