Debenture conversion option requires shareholder approval and trustee safeguards to protect debenture-holders' repayment rights and redemption reserve. Companies may issue debentures convertible into shares only with a special resolution; debentures must lack voting rights and secured debentures are subject to prescribed terms. Issuers must create a debenture redemption reserve from profits available for dividend, appointment of debenture trustees is required for public or larger offers, and trustees must protect holders and cannot be indemnified against breach of trust except in limited agreed circumstances. Trustees may seek Tribunal intervention where assets are or may become insufficient, and the Tribunal may direct redemption or impose restrictions; noncompliance attracts sanctions. Procedural and form-related rules are to be prescribed by the Central Government.