Operational Circular for Debenture Trustees
Summary
This section establishes the legal framework for an operational circular consolidating previous regulations for Debenture Trustees under SEBI authority. It mandates that all registered Debenture Trustees comply with the new provisions and maintain necessary systems for implementation starting April 1, 2023. The text outlines the online registration mechanism, digital payment protocols, and procedures for obtaining prior approval for changes in control. This section clarifies that share transfers among immediate relatives or via transmission do not constitute a change in control for Debentee Trustees, provided the incoming shareholder meets fit and proper criteria. It mandates that transferees of business from SEBI registered intermediaries must obtain fresh registration unless already registered, with specific rules for surrendering certificates upon complete or partial transfer. Additionally, it requires Debenture Trustees to maintain a designated email ID for regulatory communication and outlines due diligence document requirements for creating security over assets. This section outlines the specific documentation and consent requirements for various forms of security, including
Text
A single operational circular has been prepared by consolidating all applicable circulars to remove inconsistencies and repetitions through consequent changes.
The circulars listed in Part-A of Annex-1 stand superseded by this operational circular, while those in Part-B are rescinded to the extent they pertain to Debenture Trustees.
Debenture Trustees shall have necessary systems and infrastructure in place for implementation of this circular, and the Board of Directors shall be responsible for ensuring compliance.
This Circular is issued in exercise of powers conferred under Section 11(1) of SEBI Act, 1992, and various regulations including DT Regulations, NCS Regulations, and LODR Regulations.
The provisions of the Operational Circular shall come into force with effect from April 01, 2023.
The SEBI Intermediary Portal is available for SEBI registered intermediaries including Debenture Trustees to submit registration applications online.
Applicants will be separately required to submit relevant documents viz. declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records.
SEBI has enabled digital mode of payment (RTGS/ NEFT/ IMPS etc.) for fees/ penalties/ remittance/ other payments etc.
Debenture Trustee shall provide the information to SEBI once the payment is made as per the format specified below including date, department, name, PAN, amount, purpose, bank details, and UTR No.
The above information should be emailed to the respective department(s) as well as to the Treasury & Accounts division at tad@sebi.gov.in.
Debenture Trustee is required to obtain prior approval of SEBI in case of change in control.
In case a Debenture Trustee holds multiple registrations with SEBI, it shall make only one application addressed to 'Chief General Manager, Department of Debt and Hybrid Securities, SEBI' accompanied by specific information regarding past applications, litigation, investor complaints, and fees.
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Source: SecMarx — Operational Circular for Debenture Trustees. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.