Roll over of non-convertible portion requires majority holder approval, auditors' cash flow certificate, redemption offer, and credit rating. Roll over of the non-convertible portion of partly convertible debt instruments is allowed subject to Companies Act compliance and conditions: approval by a qualified majority of holders via postal ballot; provision of an auditors' certificate on cash flow and liquidity with the resolution notice; an undertaking to redeem instruments of dissenting holders; and procurement and communication of a recent credit rating. Existing security need not be recreated if it permits continuance, but the debenture trustee may require fresh security or a new trust deed.