Master Circular for Debenture Trustees
Summary
This part introduces the Master Circular for Debenture Trustees, consolidating existing SEBI circulars into a single document effective August 13, 2025. It establishes that actions taken under rescinded circulars remain valid under the corresponding provisions of this new Master Circular. The section mandates compliance from Debenture Trustees and outlines the legal powers under which SEBI issues these regulations. This section outlines specific declarations required from acquirers regarding regulatory actions, liabilities, and litigation status. It clarifies that share transfers among immediate relatives or via transmission do not constitute a change in control for Debenture Trustees. Additionally, it details procedures for business transfers, certificate surrender, designated email IDs, and due diligence obligations for Debenture Trustees. This section details the specific documentation and consents required for creating security over encumbered assets, personal guarantees, corporate guarantees, and other forms of collateral. It mandates independent due diligence by the Debenture Trustee to verify asset freedom from encumbrances and adequacy of security cover. The text further ou
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Debenture Trustees are regulated under the DT Regulations, with procedural requirements specified by SEBI through circulars.
The Master Circular is prepared to enable stakeholders to access all applicable circulars at one place for effective regulation.
This Master Circular compiles existing circulars as on August 13, 2025, superseding previous circulars listed in Annex-1.
Anything done or action taken under rescinded circulars prior to rescission shall be deemed done under the corresponding provisions of this Master Circular.
Any application made under rescinded circulars and pending before the Board shall be deemed made under the corresponding provisions of these regulations.
Debenture Trustees are directed to comply with conditions in this Master Circular and maintain necessary systems and infrastructure.
The Board of Directors of the Debenture Trustees shall be responsible for ensuring compliance with these provisions.
This Circular is issued under Section 11(1) of SEBI Act, 1992, and various DT, NCS, Municipal Debt, and LODR Regulations.
The SEBI Intermediary Portal is available for Debenture Trustees to submit registration applications online.
All applications for registration, surrender, or other requests will be made through the SEBI Intermediary Portal only.
SEBI has enabled digital mode of payment (RTGS/NEFT/IMPS) for fees, penalties, remittance, and other payments.
Debentee Trustee shall provide specific information to SEBI once payment is made as per the specified format.
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Source: SecMarx — Master Circular for Debenture Trustees. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.