Master Circular for Debenture Trustees (DTs)

SEBI/ HO/ MIRSD/ DOP2/ CIR/ P/ 2018/ 0000000063 · 2018-04-09 · SEBI

Summary

This section establishes the mandatory online registration mechanism via the SEBI Intermediary Portal for all Debenture Trustees. It mandates digital payment modes for fees and penalties, requiring specific transaction details to be emailed to SEBI authorities. Additionally, it outlines the single-window clearance process for prior approval regarding changes in control and procedures for the voluntary surrender of registration certificates. This section outlines the procedural requirements for a Debenture Trustee to surrender its registration certificate to SEBI, including necessary confirmations and public notices. It mandates the establishment of a designated email ID exclusively for regulatory communications with SEBI. Furthermore, it details obligations regarding trust deed contents, information sharing between Debenture Trustees and Credit Rating Agencies, and monitoring of interest or principal repayments. The document mandates Debenture Trustees to avoid misstatements and ensure timely disclosures to debenture holders. It requires the dissemination of information regarding defaults or rating changes via press releases and websites within one day. Additionally, trustees must

Text

SEBI has decided to operationalize SEBI Intermediary Portal for the SEBI registered Debenture Trustees to submit all the registration applications online. Henceforth, all applications for registration/ surrender/other requests will be made through SEBI Intermediary Portal only.

In order to identify and account such direct credit in the SEBI account, it has been decided that Debenture Trustees shall provide the information as mentioned in Annexure to SEBI once the payment is made. The above information should be emailed to the respective department(s) as well as to Treasury & Accounts division at tad@sebi.gov.in.

Debenture Trustees are required to obtain prior approval of SEBI in case of change in control. Therefore, in case a Debenture Trustee holds multiple registrations with SEBI, it shall make only one application to SEBI addressed to "Chief General Manager, MIRSD, SEBI" accompanied by specified information about itself, the acquirer and the directors/ partners of the acquirer.

If a Debenture Trustee wishes to surrender the registration voluntarily, it shall transfer, wherever relevant, it’s existing business/ client accounts to another SEBI registered debenture trustee, before they make request to SEBI for accepting the surrender the certificate of registration. In all cases of transfer of business or client accounts to another registered Debenture Trustee, the clients shall not be subjected to any additional cost.

We hereby surrender our certificate of registration as Debenture Trustee.

We enclose the original certificate of registration (or indemnity in case the certificate is lost or stolen) for cancellation.

no complaint /disciplinary proceeding is pending against us; no investigation / inquiry by SEBI is pending against us with respect to our activities as a Debenture Trustee;

as on date of application, we have paid all fees;

we shall continue to be liable for all liabilities/obligations (including monetary penalties, if any) for violations, if any, of the provisions of the SEBI Act and the SEBI (Debenture Trustee) Rules and Regulations, 1993 that have taken place before our surrender of certificate of registration;

all our current assignments as a Debenture Trustee have been either duly terminated or transferred to another registered Debenture Trustee _____ with registration no.___ ;

we have issued a public notice in a widely circulated national and a vernacular daily dated________ informing surrender of our registration as a Debenture Trustee (Please enclose a clipping of the said public notice);

we have notified the Depositories and all the stock exchanges where our client companies are listed about the surrender of our registration.

Source: SecMarx — Master Circular for Debenture Trustees (DTs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.