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THE GAZETTE OF INDIA THE
GAZETTE OF INDIA THE
GAZETTE OF INDIA [AS AMENDED UPTO 17/02/2000] |
THE GAZETTE OF INDIA
EXTRAORDINARY
PART II - SECTION 3 - SUB-SECTION
(i)
PUBLISHED BY AUTHORITY
NEW DELHI, THE 29TH DECEMBER, 1993
MINISTRY OF FINANCE
(DEPARTMENT OF ECONOMIC AFFAIRS)
NOTIFICATION
NEW DELHI, THE 29TH DECEMBER, 1993
SECURITIES
AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEES) RULES, 1993
G.S.R. 788 (E) In exercise of the powers conferred by section 29 of the Securities and Exchange Board of India, Act 1992, (15 of 1992), the Central Government hereby makes the following rules, namely :-
Short title and commencement
1. (1) These rules may be called the Securities and Exchange Board of India (Debenture Trustees) Rules, 1993.
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions
2. In these rules, unless the context otherwise requires -
(a) "Act" means the Securities and Exchange Board of India, Act 1992 (15 of 1992);
(b) "body corporate" means a body corporate as defined in clause (7) of Section 2 of the Companies Act, 1956 (1 of 1956);
(c) "certificate" means a certificate of registration granted or renewed by the Board under theregulations;
(d) "debenture" means a debenture, as defined in clause (12) of Section 2 of the Companies Act, 1956 (1 of 1956);
(e) "debenture trustee" means a trustee of a trust deed for securing any issue of debentures of a body corporate;
(f) "issue " means an offer of sale or purchase of securities by any body corporate or by any other person or group of persons on its or his or their behalf, as the case may be, to the public, or, the holders of securities of such body corporate or person or group of persons;
(g) "regulations " means the Securities and Exchange Board of India (Debenture Trustees) Regulations 1993;
(h) "rules " means the Securities and Exchange Board of India (Debenture Trustees) Rules, 1993;
(i) "trust deed " means a deed executed by the body corporate in favour of the trustees named therein for the benefit of the debenture holders.
Not to act as debenture trustee without obtaining certificate
3. (1) No person shall act as debenture trustee unless he holds a certificate granted by the Board under the regulations:
Provided that such person who was engaged as debenture trustee prior to the coming into force of the Act, may continue to act as debenture trustee if he has made an application for such registration under the proviso to sub-section (1) of Section 12 of the Act till the disposal of such application.
Conditions of grant or renewal of certificate
4. The Board may grant or renew a certificate to an debenture trustee subject to the following conditions namely;-
(a) in case of any change in the status and constitution, the debenture trustee shall obtain prior permission of the Board to continue to act as debenture trustee;
(b) he pays the amount of fees of registration or renewal as the case may be in the manner provided in the regulations;
(c) he shall abide by the rules and regulations;
(d) he shall take adequate steps for redressal of grievances of the investors within one month of the date of the receipt of the complaints and he shall keep the Board informed about the number, nature and other particulars of the complaints received and the manner in which such complaints have been redressed.
Period of validity of the certificate
5. The certificate or its renewal, as the case may be, shall be valid for a period of three years from the date of its issue to the debenture trustee.
F.No.20(3) SE/93
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THE GAZETTE OF INDIA SEBI/LE/12/93 In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board with the previous approval of the Central Government, hereby makes the following regulations, namely :-
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THE GAZETTE OF INDIA
EXTRAORDINARY
PART III - SECTION 4
PUBLISHED BY AUTHORITY
NOTIFICATION
BOMBAY,
THE 29TH DECEMBER, 1993
SECURITIES AND EXCHANGE BOARD OF
INDIA
(DEBENTURE TRUSTEES) REGULATIONS,
1993
SEBI/LE/12/93 In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board with the previous approval of the Central Government, hereby makes the following regulations, namely :-
CHAPTER I
PRELIMINARY
Short title and commencement
1. (1) These regulations may be called the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.
(2) They shall come into force on the date of their publication in the Official Gazette.
Definitions
2. In these regulations, unless the context otherwise requires,-
[(a) 'associate' in relation to a debenture trustee, or body corporate shall include a person, -
(ii) in respect of whom the debenture trustee or the body corporate, as the case may be, directly or indirectly, by itself, or in combination with other persons, exercises control, or
(iii) whose director, is also a director, of
the debenture trustee or the body corporate, as the case may be;
Explanation: For the purpose of this regulation, the expression `control’ shall have the same meaning as defined under clause (c) of Regulation 2 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997].1
(aa2 )" Companies Act" means the Companies Act, 1956 (1 of 1956);
(b) "enquiry officer" means any officer of the Board, or any other person, having experience in dealing with the problems relating to the securities market, who is appointed by the Board under Chapter V;
(c) "Form" means Forms specified in Schedule I;
(d) "inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under Chapter IV;
(e) " insurance company" means a company as defined in clause (21) of section 2 of the Companies Act;
(f) "principal officer" means-
(i) a secretary, manager or director of the body corporate or;
(ii) any person connected with the management or administration of the body corporate upon whom the Board has served notice of its intention of treating him as the principal officer thereof.
(g) "regulations " means Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993;
(h) "rules" means Securities and Exchange Board of India (Debenture Trustees) Rules 1993;
(i) "scheduled bank" means a scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934. (2 of 1934);
(j) All other words and expressions used in these regulations but not defined, and defined in the Act and the rules shall have the meanings respectively assigned to them in the Act or the rules, as the case may be.
1
Inserted vide SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000
notified in the Gazette of India dated August 8, 2000, S.O.743(E)
2Earlier
clause (a) has been renumbered as (aa) vide SEBI (Debenture Trustees) (Second
Amendment) Regulations, 2000 notified in the Gazette of India dated August 8,
2000, S.O.743(E)
CHAPTER II
REGISTRATION OF DEBENTURE TRUSTEE
Application for grant of certificate
3. (1) An application by a debenture trustee for grant of a certificate shall be made to the Board in Form A.
(2) Notwithstanding anything
contained in sub-regulation (1), any application made by a debenture trustee
prior to coming into force of these regulations containing such particulars as
near thereto as mentioned in Form A shall be treated as an application made in
pursuance of sub-regulation (1) and dealt with accordingly.
Furnishing of further information, clarification, etc.
4. (1) The Board may require the applicant to furnish further information or clarification regarding matters which are relevant to a debenture trustee to consider the application for a grant of a certificate.
(2)The applicant or, its principal officer shall, if so required, appear before the Board for personal representation.
Application to conform to the requirements
5. Subject to the provisions of sub-regulation (2) of regulation 3 , any application, which is not complete in all respects and does not conform to the instructions specified in the form, shall be rejected:
Provided that, before rejecting any such application, the applicant shall be given an opportunity to remove within the time specified such objections as may be indicated by the Board.
Consideration of application
6. The Board shall take into account for considering the grant of a certificate, all matters which are relevant to a debenture trustee and in particular the following namely, whether the applicant -
(a) has the necessary infrastructure like adequate office space, equipments, and manpower to effectively discharge his activities;
(b) has any past experience as a debenture trustee or has in his employment minimum two persons who had the experience in matters which are relevant to a debenture trustee;
(c) or any person, directly or indirectly connected with he applicant has not been granted registration by the Board under the Act;
(d) has in his employment at least one person who possesses the professional qualification from an
institution recognised by the Government in finance, accountancy, law or business management;
(e) or any of its director or principal officer is or has at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence.
3[(f) is a fit and proper person].
Eligibility for being debenture trustee
7. No person shall be entitled to act as a debenture trustee unless he is either -
(a) a scheduled bank carrying on commercial activity; or
(b) a public financial institution within the meaning of Section 4A of the Companies Act, 1956; or
(c) an insurance company; or
(d) body corporate;
Procedure for registration
8. The Board on being
satisfied that the applicant is eligible shall send an intimation to the
applicant mentioning that he has been found eligible for the grant of
certificate and grant a certificate in Form B subject to the payment of fees as
specified in regulation 12.
Renewal of certificate
9. (1) A debenture trustee may, if he so desires, make an application in Form A for renewal of certificate before three months of the expiry of the period of certificate.
(2) The application for renewal of certificate under sub- regulation (1) shall be dealt with in the same manner as if it were an application for grant of a certificate made under regulation 3 .
Procedure where registration is not granted
10. (1) Where an application for grant of a certificate under regulation 3 or of renewal under regulation 9 does not fulfil the requirements set out in regulation 6 , the Board may reject the application, after giving a reasonable opportunity of being heard.
(2) The refusal to grant or renew the certificate shall be communicated by the Board within thirty days of such refusal to the applicant stating therein the grounds on which the application has been rejected.
(3) Any applicant may, being aggrieved by the decision of the Board under sub-regulation(2), apply within a period of thirty days from the date of receipt of such intimation, to the Board for reconsideration of its decision.
(4) On receipt of the application made under
sub- regulation (3), the Board shall reconsider its decision and communicate
its findings thereon as soon as possible in writing to the applicant.
Effect of refusal to grant certificate or renew certificate
11. Any debenture trustee whose application for grant or renewal of a certificate has been refused by the Board shall on and from the date of the receipt of the communication under sub- regulation (2) of regulation 10 cease to act as a debenture trustee.
Payment of fees and the consequences of failure to pay fees
12. (1) Every applicant eligible for grant or renewal of a certificate shall pay the fees in such manner and within the period specified in Schedule II:
Provided that the Board may on sufficient cause being shown permit the debenture trustee to pay such fees at any time before the expiry of six months from the date on which such fees become due.
(2) Where a debenture trustee fails to pay the fees as provided in sub-regulation (1), the Board may suspend the certificate, whereupon the debenture trustee shall forthwith cease to act as a debenture trustee.
3Inserted by the Securities and Exchange Board of India (Debenture
Trustees) Amendment Regulations, 1998 vide Notification no.S.O. 16(E) dated
05.01.98.
CHAPTER III
RESPONSIBILITIES AND OBLIGATIONS OFDEBENTURE TRUSTEES
Obligation before appointment as debenture trustees
13. (1) No debenture trustee who has been granted a certificate under regulation 8 shall act as such in respect of each issue of debenture unless -
[(a) he enters into a written agreement with the body corporate before the opening of the subscription list for issue of debentures;
(b) the agreement under clause (a) shall inter-alia contain:
(i) that the debenture trustee has agreed to act as such under the trust deed for securing an issue of debentures for the body corporate;
(ii) the time limit within which the security for the debentures shall be created.] 4
[Debenture Trustee not to act for an associate
13A. No debenture trustee shall act as such for any issue of debentures in case-
Provided that in respect of
debentures issued prior to the commencement of these Regulations, the debenture
trustee for such issue shall also comply with this regulation within two years
from the commencement of these Regulations.]5
Obligation of the debenture trustees
14. Every debenture trustee shall amongst other matters accept the trust deed which contain the matters specified in Schedule IV to the regulations.
Duties of the debenture trustees
15. (1) It shall be the duty of every debenture trustee to -
(a) call for periodical reports from the body corporate;
(b) inspect books of accounts, records, registers of the body corporate and the trust property to the extent necessary for discharging his obligations;
(c) take possession of trust property in accordance with the provisions of the trust deed;
(d) enforce security in the interest of the debenture holders;
(e) do such acts as are necessary in the event the security becomes enforceable;
(f) carry out such acts as are necessary for the protection of the debenture holders and to do all things necessary in order to resolve the grievances of the debenture holders;
(g) ensure that the -
[(i) in case where the
allotment letter has been issued and debenture certificate is to be issued
after registration of charge, the debenture certificates have been despatched
by the body corporate to the debenture holders within 30 days of the
registration of the charge with Registrar of Companies] 6
(ii) debenture certificates have been despatched to the debenture holders in accordance with the
provisions of the Companies Act;
(iii) interest warrants for interest due on the debentures have been despatched to the
debenture holders on or before the due dates;
(iv) debenture holders have been paid the monies due to them on the date of redemption of
the debentures;
(h) exercise due diligence to ascertain whether or not the assets of the body corporate which are available by way of security or otherwise are sufficient or are likely to be or become sufficient to discharge the claims of debenture holders as and when they become due.
(i) exercise due diligence to ensure compliance by the body corporate, with the provisions of the Companies Act, the listing agreement of the stock-exchange or the trust deed;
(j) to take appropriate measures for protecting the interest of the debenture holders as soon as any breach of the trust deed or law comes to his notice;
(k) to ascertain that the debentures have been converted or redeemed in accordance with the
provisions and conditions under which they are offered to the debenture holders;
(l) inform the Board immediately of any breach of trust deed or provision of any law.
[(m)
appoint a nominee director on the Board of the body corporate in the event of;
i. two consecutive defaults in payment of interest to the debenture holders; or
ii) default in creation of security for debentures; or
iii) default in redemption of debentures.
(n) communicate to the debenture holders on half yearly basis the compliance of the terms of the issue by the body corporate, defaults, if any, in payment of interest or redemption of debentures and action taken therefore.]7
(2) A debenture trustee shall call or cause to be called by the body corporate a meeting of all the debenture holders on -
(a) a requisition in writing signed by at least one tenth of the debenture holders in value for the time being outstanding;
or
(b) the happening of any event, which constitutes a default or which in the opinion of the debenture trustees affects the interests of the debenture holders.
Code of Conduct
16. Every debenture trustee shall abide by the Code of Conduct as specified in Schedule III.
Maintenance of books of accounts, records, documents etc.
17. (1) Subject to the provisions of any law every debenture trustee shall keep and maintain proper books of accounts, records and documents relating to the trusteeship functions for a period of not less than five financial years preceding the current financial year.
(2)
Every debenture trustee shall intimate to the Board, the place where the books
of accounts, records and documents are maintained.
Information to the Board
18. (1) Every debenture trustee shall as and when required by the Board submit the following information and documents namely:-
(a) the number and nature of the grievances of the debenture holders received and resolved;
(b) copies of the trust deed;
(c) non-payment or delayed payment of interest to debenture holders if any in respect of each issue of debentures of a body corporate;
(d) details of despatch and transfer of debenture certificates giving therein the dates, mode, etc;
(e) any other particular or document which is relevant to debenture trustee.
(2) Where any information is called for under sub-regulation (1) it shall be the duty of the debenture trustees to furnish such information.
4 Earlier clauses (a) & (b) which was worded as below substituted vide SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000 notified in the Gazette of India dated August 8, 2000, S.O.743(E):-
"(a) he gives consent
in writing to a body corporate to act as debenture trustee under trust deed for
securing any issue of debentures by each such body corporate;
(b) consent under clause (a) is given before the issue of debentures for
subscription.
5Inserted vide SEBI (Debenture Trustees) (Second
Amendment) Regulations, 2000 notified in the Gazette of India dated August 8,
2000, S.O.743(E)
6 Earlier sub-clause which read as below has been substituted vide
SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000 notified in the
Gazette of India dated August 8, 2000, S.O.743(E):-
" (i). refund monies due to the applicants applying for the debentures have been paid in accordance with the Companies Act and the listing agreement of the stock exchange on which the debentures of the company are listed. "
7Inserted vide SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000 notified in the Gazette of India dated August 8, 2000, S.O.743(E)
CHAPTER IV
INSPECTION AND DISCIPLINARY PROCEEDINGS
Board's right to inspect
19. (1) where it appears to the Board so to do, it may appoint one or more persons as inspecting authority to undertake the inspection of the books of accounts, other records and documents of the debenture trustee for any of the purposes specified in sub-regulation (2).
(2) The purposes referred to in sub-regulation (1) shall be as follows namely:-
(a) to ensure that the records and documents which are relevant to debenture trustees are being maintained in the manner required by the Board;
(b) that the provisions of the Companies Act 1956,rules and regulations are being complied with;
(c) to ascertain as to whether there exists any circumstances, which would render the debenture
trustee ineligible for grant of registration or continuance thereof;
d) to investigate into the complaints received from investors, other debenture trustees or any other person on any matter having a bearing on the activities of the debenture trustee; and
e) to investigate suo-moto in the interest of Securities business or investors interest into the affairs of the debenture trustee.
Procedure for inspection
20. (1) Before undertaking an inspection under regulation 19, the board shall give a reasonable notice to the debenture trustee for that purpose.
(2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors or in public interest no such notice should be given, it may by an order in writing direct that the inspection of the affairs of the debenture trustee be taken up without such notice.
(3) On being empowered by the Board the inspecting authority shall undertake inspection and the debenture trustee against whom an inspection is being carried out shall be bound to discharge his obligations as provided under regulation 21.
Obligations of debenture trustee on inspection by the Board
21. (1) It shall be the duty of every director, officer and employee of the debenture trustee who is being inspected, to produce to the Inspecting authority such books and other documents in his custody or control and furnish him with the statements and information relating to the debenture trustee within such time as the inspecting authority may require.
(2) The debenture trustee shall allow the inspecting authority to have a reasonable access to the premises occupied by the debenture trustee or by any other person, on his behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the debenture trustee or any such other person on their behalf and also provide copies of documents or other materials which in the opinion of the Inspecting Authority, are relevant for the purposes of the inspection.
(3) The inspecting authority shall in the course of inspection, be entitled to examine or record statements of any officer, director or employee of the debenture trustee.
(4) It shall be the duty of every director, officer or employee of the debenture trustee to give to the inspecting authority all assistance in connection with the inspection, which the debenture trustee may reasonably be expected to give.
Submission of report to the Board
22. The inspecting authority shall, as soon as may be possible submit an inspection report to the Board.
Communication of findings, etc.
23.(1) The Board shall after consideration of the inspection report communicate the findings to the debentures trustee to give it an opportunity of being heard before any action is taken by the Board on the findings of the inspecting authority.
(2) On receipt of the explanation if any from the debenture trustee the Board may call upon the debenture trustee to take such measures as the Board may deem fit in the interest of the securities market and for
due compliance with the provisions of the Act, rules and regulations and give such directions as it deems fit for all or any of the following purposes, namely :-
(a) directing the debenture trustee not to act as debenture trustee for any issue of debentures by a
body corporate;
(b) directing the debenture trustee to act as such as per the covenants of the trust deed;
(c) taking appropriate action against the debenture trustee in accordance with these regulations;
(d) appointing a qualified auditor to investigate into the affairs of the debenture trustee.
Appointment of Auditor
24. Notwithstanding anything contained above the Board may appoint a qualified auditor to investigate into the records of or the affairs of the debenture trustee:
Provided that the auditor so appointed shall have the same powers of the inspecting authority as mentioned in regulation 19 and the obligation of the debenture trustee in regulation 21 shall be applicable to the investigation under this regulation.
Explanation:
For the purposes of this regulation, the expression "qualified auditor" shall have the same meaning as given to it in section 226 of the Companies Act, 1956 (1 of 1956).
CHAPTER V
PROCEDURE FOR ACTION IN CASE OF DEFAULT
Liability for action in case of default
25. (1) A debenture trustee who
(b) contravenes any of the provisions of the act, rules or regulations;
(c) contravenes the provisions of the Companies Act or the rules made thereunder; shall be liable to any of the penalties specified in sub- regulation (2).
(2) The penalties referred to in sub-regulation (1) may be either :-
(a) suspension of certificate after enquiry for a specified period; or
(b) cancellation of certificate.
Suspension, cancellation of certificate
26. (1) A penalty of suspension of certificate granted to a debenture trustee may be imposed where a debenture trustee -
(i) violates the provisions of the Act, rules or regulations;
(ii) does not follow the code of conduct of specified at Schedule III.
(iii) fails to furnish information relating to his business as debenture trustee as required by the Board.
(iv) furnishes wrong or false information;
(v) does not submit reports as required by the Board;
(vi) does not co-operate in any enquiry conducted by the Board;
(vii)indulges in manipulating or price rigging or cornering activities;
(viii) is guilty of misconduct or improper or unbusinesslike or unprofessional conduct;
(ix) fails to pay the fees as specified in regulation 12;
(x) violates the conditions subject to which certificate has been granted;
(xi) fails to fulfil the obligations under the trust deed:
Provided that the Board for reasons to be recorded in writing may in case of repeated defaults of the type mentioned above impose a penalty of cancellation of certificate on the debenture trustee.
(2) A penalty of cancellation of certificate granted to a debenture trustee may be imposed if the debenture trustee -
(i) indulges in deliberate manipulation or price rigging or cornering activities affecting the securities market and the investors interests;
(ii) is guilty of fraud, or is convicted of a criminal offence;
(iii) violates any provision of insider trading regulations;
(iv) fails to fulfil the obligations under the trust deed or has been discharged from its office under any of, the circumstances mentioned in Section 71 of the Indian Trust Act, 1882 (2 of 1882);
(v) violates the provisions of the Act, rules and regulations;
(vi) violates the provisions of Companies Act and the rules made thereunder;
(vii) has been removed by the debenture holders by a resolution passed by not less than 75% of the
debenture holders.
Manner of order of suspension and cancellation of certificate
27. No order of penalty of suspension or cancellation shall be imposed except after holding an enquiry in accordance with the procedure specified in regulation 28.
Manner of holding inquiry
28.(1) For the purpose of holding an inquiry under regulation 27, the Board may appoint an enquiry officer.
(2) The enquiry officer shall issue to the debenture trustee a notice at the registered office or the principal place of business of the debenture trustee.
(3) The debenture trustee may, within thirty days from the date of receipt of such notice, furnish to the enquiry officer a reply together with copies of documentary or other evidence relied on by him or sought by the Board from the debenture trustee.
(4) The enquiry officer shall, give a reasonable opportunity of hearing to the debenture trustee to enable him to make submissions in support of his reply made under sub-regulation (3).
(5) Before the enquiry officer, the debenture trustee may either appear in person or through any person duly authorised by the debenture trustee:
Provided that no lawyer or advocate shall be permitted to represent the debenture trustee at the enquiry:
Provided further that where a lawyer or an advocate has been appointed by the Board as a presenting officer under sub-regulation (6), it shall be lawful for the debenture trustee to present its case through a lawyer or advocate.
(6) If it is considered necessary, the enquiry officer may require the Board to appoint a presenting officer to present its case.
(7) The enquiry officer shall, after taking into account all relevant facts and submissions made by the debenture trustee, submit a report to the Board and recommend the penalty to be awarded as also the justification of the penalty proposed.
Show cause notice and order
29. (1) On receipt of the report from the enquiry officer, the Board shall consider the same and issue a show cause notice as to why the penalty as it considers appropriate should not be imposed.
(2) The debenture trustee shall within twenty-one days of the date of the receipt of the show cause notice send a reply to the Board.
(3) The Board after considering the reply to the show cause notice, if received, shall as soon as possible but not later than thirty days from the receipt of the reply, if any, pass such orders as it thinks fit.
(4) Every order passed under sub-regulation (3) shall be self contained and give reasons for the conclusions stated therein including justification of the penalty imposed by that order.
(5) The Board shall send a copy of the order under sub-regulation (3) to the debenture trustee.
Effect of suspension and cancellation of certificate of debenture trustee
30. (1) On and from the date of the suspension of the certificate the debenture trustee shall cease to act as a debenture trustee during the period of suspension.
(2) On and from the date of cancellation, of the certificate the debenture trustee shall with immediate effect cease to act as debenture trustee.
Publication of order of suspension or cancellation
31. The order of suspension or cancellation of certificate passed under sub-regulation (3) of regulation 29, shall be published in at least two daily newspapers by the Board.
Appeal to the Securities Appellate Tribunal
32. [Any person aggrieved by an
order of the Board made, on and after the commencement of the Securities Laws
(Second Amendment) Act, 1999, (i.e., after 16th December 1999),
under these regulations may prefer an appeal to a Securities Appellate Tribunal
having jurisdiction in the matter.]8
F. No:SEBI/LE/12/93
G. V. RAMAKRISHNA
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
8Substituted
for the earlier provision vide SEBI(Appeal to Securities Appellate Tribunal)
Amendment Regulations, 2000 vide S.O.278(E) dated 28.3.2000
9[SCHEDULE I
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEES) REGULATIONS, 1993
(regulation 3)
APPLICATION FOR REGISTRATION AS DEBENTURE TRUSTEE
NAME OF APPLICANT AND ITS STATUS
(For status see regulation 7)
NAME AND DESIGNATION OF PRINCIPAL OFFICER
DESIGNATION :
TELEPHONE NO.
EMAIL :
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INSTRUCTION :- |
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1. Applicants must submit a completed application form together with supporting documents to the Securities and Exchange Board of India. |
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2. All columns of the application should be filled in. In case a column is not relevant then ‘not applicable’ should be specified. |
4. Original copy of form duly signed should be submitted for registration. |
PART - I
GENERAL INFORMATION
Pin code : Telephone No :
Telex No : Fax No :
Email:
Pin code : Telephone No :
Telex No : Fax No :
Email :
Name of the Compliance officer:
Designation
Telephone
1.5(a) Whether the
applicant or its Director/s or partner/s is a partner or proprietor or
promoter/s or director/s in any of its associate/group company /concern or any
company/concern which is also registered with SEBI under any of its Regulations,
and if so, details thereof;
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Name of the company/ Concern |
Category registered SEBI Regn. No. |
Any warning given/penal action taken/investigation/ enquiry initiated /pending |
1.6 In case the
applicant is a Bank or an NBFC, any warning/action taken by RBI.
2. ORGANISATION STRUCTURE :
(Attach extracts from relevant documents like, Charter/Memorandum of Association/Articles of Association etc.) in support of objects of the organisation.
Day
Month
Year
Place
[Name, qualification,
experience, date of appointment, other directorship, (Name & date of
appointment), previous positions held.]
Name/Address/Phone Nos/Type of activity/Ownership details/Nature and Quantum of financial trading.
3.2 Office Equipment (mention the details of electronic office equipment, typewriters, telecommunication equipment, Furniture & Fixtures, other communication facilities etc.)
(For point no. 3.1 and 3.2, please mention the infrastructure for debenture trustee activity separately)
Year
prior
Preceeding
Current
to
the
year
year
preceeding year
of current year
i. General
ii. Specific
PART - II
7 BUSINESS INFORMATION
(Furnish number and type of complaints received, follow-up with the Companies, average time taken in resolving the complaints and over-all system of handling complaints,).
7.4 Details of any personnel experienced in the activity of debenture trusteeship.
8. EXPERIENCE
8.1 Experience as debenture trustee
(Name of the body corporate, on whose behalf the applicant has acted as debenture trustee, particulars of debenture issue, size of debenture issue, when trust deed is signed, remuneration/fee received.)
DECLARATION
THIS DECLARATION MUST
BE SIGNED BY PRINCIPAL OFFICER/S.
I/We hereby apply for GRANT OF CERTIFICATE OF REGISTRATION by the Board. I/We warrant that I/We will carryout my/our duties in accordance with the Act, Rules and Regulations.
I/We state that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my/our grant of Certificate for registration and I/We will promptly notify the Board of any changes in the information during the period that my/our registration is being considered and if my/our registration is accepted, thereafter.
I/We understand that misleading or attempting to mislead the Board shall render the applicant liable to disciplinary proceedings.
I/We certify that the above information and information supplied in the application form is true, complete and correct.
"We hereby declare and undertake that
For and on behalf
of
------------------------------ ----------------------------
Name of
Applicant
Name of Applicant
PLACE:
PLACE:
Date:
Date:
ADDITIONAL INFORMATION SHEET: (in case of application for renewal of registration)
|
Name of the company/ concern |
SEBI Regn. No. |
Any warning given/penal action taken /investigation/enquiry initiated/pending |
10 a) List of debenture
issues for which the applicant was acting as Debenture Trustees under earlier
registration where defaults by the issuers in terms of delays/non-payment of
interest /principal have occurred.
|
Company |
Details of Issue |
Details of defaults |
SCHEDULE I -
FORMS
FORM B
SECURITIES AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEE) REGULATIONS, 1993
(regulation 8)
CERTIFICATE OF REGISTRATION
I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the rules and regulations made thereunder for the debenture trustee
the Board hereby grants a certificate of registration to ________________________________ as a debenture trustee subject to the conditions in the rules and in accordance with the regulations.
II. Registration Code for the debenture trustee is ______________
III. Unless renewed, the certificate of registration is valid from
________ to _________.
Place:
Date:
By Order
For and on behalf of
Securities and Exchange Board of India
Authorised signatory
9 Substituted for the entire earlier Schedule I, Form A by
SEBI(Debenture Trustees) (Amendment) Regulations, 2000 notifiied in the Gazette
of India Vide S.O.135(E) dated February 17, 2000
SCHEDULE II
SECURITIES AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEES) REGULATIONS, 1993
(regulation 12)
FEES
10[1. Every debenture trustee shall pay a sum of Rs.five lakh as registration fees at the time of the grant of certificate by the Board.
3. (a) The fee referred to in paragraph 1 shall be paid by
the debenture trustee within fifteen days from the date of receipt of intimation
from the Board under regulation 8.
4. The fees specified in paragraphs 1 and 2 shall be payable by the Debenture Trustees by a demand draft in favour of " Securities and Exchange Board of India" payable at Mumbai or at the respective regional office"]
10Substituted for :
"1. Every debenture trustee shall subject to paragraphs 3 and 4 of this Schedule, pay registration fees of Rs.5 lakhs in the manner specified below:
4. The fees specified in
paragraphs 1 and 2 above shall be payable by a cheque or draft in favour of The
Securities and Exchange Board of India at Bombay or at l the respective regional
office" by SEBI (Debenture Trustee) Regulation, 1999 vide notification No. SO
795(E) dated 30-9-1999
---------------------------------------------------------------------------------------------------------------------------------------------
SCHEDULE III
CODE OF CONDUCT
(Regulation 16)
1. Every debenture trustee shall maintain high standard of integrity, dignity and fairness in discharging his functions as debenture trustees.
2. Every debenture trustee shall fulfil his obligations in an ethical manner.
3. Every debenture trustee shall at all times exercise due diligence, ensure proper care and exercise independent professional judgement.
4. Every debenture trustee shall disclose to the Issuer Company his possible source or potential areas of conflict of duties and interest while acting as debenture trustee.
5. Debenture trustee shall not indulge in any unfair competition, which is likely to be harmful to the interest of other debenture trustees or debenture holders.
6. No debenture trustee shall make any statement, either oral or written, which would misrepresent the services that the debenture trustee is capable of performing for the, or has rendered to other Issuer Company subject to the secrecy he is expected to keep about Issuer Company's affairs;
7. No debenture trustee shall wilfully make untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board.
SCHEDULE IV
(regulation 14)
SECURITIES AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEE) REGULATIONS 1993
CONTENTS OF TRUST DEED
Every debenture trustee shall ensure that the trust deed executed between a body corporate and debenture trustee shall amongst others provide for the following matters namely: -
(a) provisions for redressal of grievances of debenture holders;
[(b) time limit for creation of the security for issue of debentures as specified in Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000.]11
(c) obligation not to create further charge or encumbrance of the trust property without the prior approval of the trustee;
(d) obligations of the body corporate to the debenture trustees and debenture holders;
(e) events constituting defaults;
(f) procedure for appointment of new trustees and their removal;
(g) removal of debenture trustees on a resolution passed by atleast 75% of the total debenture holders of a body corporate;
(h) rights of debenture holders in case of default by the body corporate;
(i) fee or commission of debenture trustees;
(j) circumstances when the security will become enforceable;
(k) redemption of the debentures in terms of the issue to the debenture holders;
(l) obligation to convert the debentures into equity in accordance with the terms of the issue;
(m) debt equity ratio and debt service coverage ratio;
(n) method and mode of preservation of assets charged as security for debenture holders;
(o) circumstances specifying when the security may be disposed off or leased out with the approval of trustees;
(p) procedure for allowing inspection of charged assets by trustees or any person or persons authorised by them;
(q) obligation to inform debenture trustee about any change in nature and conduct of business by the body corporate before such change;
(r) obligation of body corporate to keep the debenture trustee informed of all the orders, directions or notices of court or tribunal affecting or likely to affect the charged assets;
(s) obligation to inform debenture trustee of any change in composition of its Board of directors;
(t) obligation of the body corporate to forward a quarterly report to debenture trustees containing the following particulars:
i) updated list of the names and addresses of the debenture holders;
ii) details of interest due but unpaid and reasons thereof;
iii) the number and nature of grievances received from
debenture holders and resolved by the body corporate;
iv) a statement that the assets of the body corporate which are available by way of security are sufficient to discharge the claims of the debenture holders as and when they become due.
11 Earlier clause which read as below has been substituted
vide SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000 notified in
the Gazette of India dated August 8, 2000, S.O.743(E):-
" (b) time limit within which the security for the issue of debentures shall be created; "
SECURITIES AND EXCHANGE BOARD OF INDIA
GAZETTE OF INDIA
EXTRAORDINARY
PART II SECTION 3 SUB-SECTION (ii)
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
MUMBAI 17th DAY OF FEBRUARY 2000
SECURITIES AND EXCHANGE BOARD OF INDIA (DEBENTURE TRUSTEES) (AMENDMENT) REGULATIONS, 2000
S.O. 135(E). In exercise of the powers conferred by sub-section (1) of section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, namely:
I. (1) These Regulations may be called the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000.
(2) They shall come into force on the day of their publication in the Official Gazette.
II. (1) In Schedule 1, for Form A, the following new Form A shall be substituted, namely:-
"SCHEDULE I
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(DEBENTURE TRUSTEES) REGULATIONS,
1993
(regulation 3)
APPLICATION FOR REGISTRATION AS DEBENTURE TRUSTEE
NAME OF APPLICANT AND ITS STATUS
(For status see regulation 7)
NAME AND DESIGNATION OF PRINCIPAL OFFICER
DESIGNATION :
TELEPHONE NO.
EMAIL :
|
INSTRUCTION :- |
|
|
1. Applicants must submit a completed application form together with supporting documents to the Securities and Exchange Board of India. |
3. Information which needs to be supplied in more details may be written on separate sheets which should be attached to the application form. |
|
2. All columns of the application should be filled in. In case a column is not relevant then ‘not applicable’ should be specified. |
4. Original copy of form duly signed should be submitted for registration. |
PART - I
GENERAL INFORMATION
1. APPLICANT’S DETAILS
1.1 Name of the applicant :
1.2 Address of applicant :
Pin code : Telephone No :
Telex No : Fax No :
Email:
1.3 Address of the applicant for correspondence :
Pin code :
Telephone No :
Telex No :
Fax No :
Email :
Name of the Compliance officer:
Designation
Telephone
1.4 Address of branch offices (in India) of the applicant, if any :
1.5 Whether any other application under Securities and Exchange Board of India Act, 1992 has been made for grant of certificate, if so, details thereof:
1.5(a) Whether the applicant or its Director/s or
partner/s is a partner or proprietor or promoter/s or director/s in any of its
associate/group company /concern or any company/concern which is also registered
with SEBI under any of its Regulations, and if so, details thereof;
|
Name of the company/ |
Category registered |
Any warning given/penal action
taken/investigation/ enquiry |
1.6 In case the applicant is a Bank or an NBFC, any warning/action taken by RBI.
2. ORGANISATION STRUCTURE :
2.1 Objects of the organisation of the applicant.
(Attach extracts from relevant documents like,
Charter/Memorandum of Association/Articles of Association etc.) in support of
objects of the organisation.
2.2 Date and Place of incorporation/Establishment of the
organisation of the applicant.
Day Month Year Place
2.3 Organisation chart stating the functional
responsibilities at various levels.
2.4 Particulars of all directors.
[Name, qualification, experience, date of appointment,
other directorship, (Name & date of appointment), previous positions held.]
2.5 Number of employees (mention separately the employees in the debenture trusteeship activity)
2.6 Name and activities of associate companies/concerns.
Name/Address/Phone Nos/Type of activity/Ownership details/Nature and Quantum of financial trading.
2.7 List of major share holders (holding 5% or more voting rights) and percentage of their shareholdings.
3.0 DETAILS OF INFRASTRUCTURAL FACILITIES
3.1 Office Space (mention the extent of area and ownership details available).
3.2 Office Equipment (mention the details of electronic
office equipment, typewriters, telecommunication equipment, Furniture &
Fixtures, other communication facilities etc.)
(For
point no. 3.1 and 3.2, please mention the infrastructure for debenture trustee
activity separately)
4. BUSINESS PLAN (FOR THREE YEARS)
5. FINANCIAL INFORMATION
5.1. Capital Structure (Rs. In lakhs)
Year
prior
Preceeding
Current
to
the
year
year
preceeding year
of current year
i. General
ii. Specific
5.2 Deployment of Resources
6.0 OTHER INFORMATION
6.1 Name and Address of the principal bankers
6.2 Name and Address of the auditors (internal, external and tax auditor, if any, as applicable)
6.3 Indicate involvement in any offence relating to economic offences (including those concerned with the securities market)in the last three years, if any.
6.4 Any significant awards or recognition, collective grievances against the services rendered by the applicant.
6.5 Any other information considered relevant to the nature of services rendered by the applicant.
PART - II
7 BUSINESS INFORMATION
7.1 Describe proposed activity.
7.2 Details of Key Legal Personnel :
7.3 Existing / proposed facilities for
redressal of investor grievances.
(Furnish number and
type of complaints received, follow-up with the Companies, average time taken in
resolving the complaints and over-all system of handling complaints,).
7.4 Details of any personnel experienced in the activity of debenture trusteeship.
8. EXPERIENCE
8.1 Experience as debenture trustee
(Name of the body corporate, on whose behalf the applicant
has acted as debenture trustee, particulars of debenture issue, size of
debenture issue, when trust deed is signed, remuneration/fee received.)
8.2 Details where applicant has resigned
as Debenture Trustee or have discharged therefrom, give full details and reasons
therefore.
8.3 In case of resignation or discharge as the case may
be whether the applicant has vacated the office before the appointment of
successor. If so, give reasons and full details.
8.4 Whether the applicant has ensured that security has
been created in the stipulated time in respect of debentures it acted as
Debenture Trustee.
8.5 Whether the applicant has taken steps like
appointment of nominee directors in case of the debenture issue of any company.
DECLARATION
THIS DECLARATION MUST BE SIGNED BY PRINCIPAL OFFICER/S.
I/We hereby apply for GRANT OF CERTIFICATE OF REGISTRATION by the Board. I/We warrant that I/We will carryout my/our duties in accordance with the Act, Rules and Regulations.
I/We state that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my/our grant of Certificate for registration and I/We will promptly notify the Board of any changes in the information during the period that my/our registration is being considered and if my/our registration is accepted, thereafter.
I/We understand that misleading or attempting to mislead the Board shall render the applicant liable to disciplinary proceedings.
I/We certify that the above information and information supplied in the application form is true, complete and correct.
"We hereby declare and undertake that
For and on behalf of
------------------------------
----------------------------
Name of
Applicant
Name of Applicant
PLACE: PLACE:
Date:
Date:
ADDITIONAL INFORMATION SHEET:
(in case of application for renewal of registration)
1. Whether the applicant has complied with the terms and conditions mentioned in the registration letter?
2. Whether the applicant has complied with the SEBI (Debenture Trustee) Rules and Regulations and the guidelines issued by SEBI from time to time.
3. Whether any of associate/group company of the
applicant is also registered with SEBI under any Regulations, and if so the
following details are to be furnished;
|
Name of the company/ concern |
SEBI Regn. No. |
Any warning given/penal action taken /investigation/enquiry initiated/pending |
4. Whether any investigation/ enquiry has been initiated/ is pending against the applicant.
5. Whether the applicant has submitted all the quarterly reports.
6. Any warning given/penal action taken against the applicant.
7. Whether the applicant has paid the fees due to SEBI in the last 3 years. Give details of payment.
8. Details of public/rights issue for which the applicant acted as Trustees in the last 3 years.
9. In case of any defaults, specifically state the action the applicant has taken to protect the interest of debenture-holders and whether penal interest has been paid to the debentureholders.
10 a) List of debenture issues for which the applicant
was acting as Debenture Trustees under earlier registration where defaults by
the issuers in terms of delays/non-payment of interest /principal have occurred.
|
Company |
Details of Issue |
Details of defaults |
11. Whether the applicant has obtained auditors certificate for end-use of funds for all public/rights issues.
12. Investor grievances relating to the debentures of companies for which the applicant acted as debenture trustees."
[F.No. SEBI/LE/ /2000]
D.R. MEHTA
CHAIRMAN
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