THE GAZETTE OF INDIA EXTRAORDINARY

1 · [(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992)] 2[(aa) "associate" shall mean any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the applicable accounting standards and shall include a person whose director, is also a director, of the debenture trustee or the body corporate, as the case may be.] 3[(aaa) "Board" means the Securities and Exchange Board of India established under sub -section (1) of section 3 of the Act];

1 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f., 7-9-2006.

2 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (aa), inserted by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000,w.e.f., 8 -8 -2000, read as follows:

3 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, w.e.f., 27-10-2025 .

4 · Substituted ibid. Prior to the same, clause (ab), inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006, read as follows:

5 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words " registration granted or renewed".

6 · The words "initial or permanent" were omitted by the Securities and Exchange Board of India (Change In Conditions of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

7 · Omitted by the SEBI (Change in conditions of Registration of Certain Intermediaries)(Amendment) Regulations, 2011, w.e.f. from 13-4-2011. Prior to omission, this clause read as under:

8 · Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 w.e.f. 17-1-2023. Prior to the substitution, clause (ae) read as under:

9 · [(b) “Companies Act” means the Companies Act, 2013 (Act 18 of 2013);]

15 · balance sheet;]

9 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (b) read as follows:

10 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (ba) read as follows:

11 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (bb) read as follows:

12 · Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2006.

13 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (e) read as follows:

14 · Substituted ibid. Prior to the same, clause (e), inserted by the SEBI (Debenture Trustees) (Amendment)

15 · Inserted by the SEBI (Debenture Trustees)(Amendment) Regulations, 2003, w.e.f.4-7-2003.

16 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (f) read as follows:

18 · [(ia) "trust deed" means a deed executed by the body corporate in favour of the trustees named therein for the benefit of the debenture holders;]

22 · [Power of the Board to issue clarifications.

2A · In order to remove any difficulties in respect of the application or interpretation of these regulations, the Board may issue clarifications or guidelines in the form of circulars.]

27 · [(1A) An application for registration made under sub-regulation (1) shall be accompanied by a non-refundable application fee as specified in Schedule II.]

17 · Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006 . Prior to its omission, clause (h) read as under:-

18 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006.

19 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017.

20 · Words "and the rules" omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 79 -2006 , respectively.

21 · Words "or the Rules, as the case may be" omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006 , respectively.

22 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003 .

23 · Inserted by SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.

24 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

25 · Inserted by SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.

26 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

27 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006.

28 · [(d) has in his employment at least one person who possesses the professional qualification in law from an institution recognised by the Government;]

29 · [(f)is a fit and proper person;]

30 · [(g) fulfills the capital adequacy requirements specified in regulation 7A.]

31 · [ Criteria for fit and proper person

6A · For the purpose of determining whether an applicant or the debenture trustee is a fit and proper person the Board may take into account the criteria specified in

28 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003. Prior to its substitution clause (d) read as under :

29 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 1998, w.e.f. 5-1-1998.

30 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003.

31 · Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-52008. Prior to its substitution regulation 6A read as under:

32 · [Eligibility for being debenture trustee .

33 · [Capital Adequacy Requirement.

7A · The capital adequacy requirement referred to in clause (g) of regulation 6 shall not be less than the net worth of 34[ten] crore rupees:

37 · [8. Grant of certificate of 38 [***] registration.

32 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, regulation 7 read as follows:

7 · No person shall be entitled to act as a debenture trustee unless he is either—

33 · Substituted by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2011, w.e.f. 14-12-2011. Prior to substation, as inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-72003, it read as under:

7A · The capital adequacy requirement referred to in clause (g) of regulation 6 shall not be less than the networth of one crore rupees:

34 · Substituted for the word "two" by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2019 w.e.f. May 07, 2019.

35 · Inserted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2019 w.e.f. May 07, 2019.

36 · Proviso was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission the proviso read as under:

37 · Substituted by SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to substitution, it read as under:

40 · [(2) The certificate of registration granted under sub-regulation (1) shall be valid unless it is suspended or cancelled by the Board.]

41 · [(3) The debenture trustee who has already been granted certificate of registration by the Board, prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016 shall be deemed to have been granted a certificate of registration, in terms of sub -regulation (1).]

8A · 43[***]

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."

38 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

39 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

40 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (2) read as under:

41 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (2) read as under:

42 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

43 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission regulation 8A read as under:

9 · 44[***]

45 · [Conditions of registration.

9A · (1) 46 [Registration granted under regulation 8] shall be subject to the following conditions, namely :—

48 · [(b) it shall pay the fees for registration, in the manner provided in these regulations;]

44 · Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 . Prior to its omission, it read as under:

45 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006 .

46 · Substituted for the words "Any 46 [initial registration] granted under regulation 8 or any [permanent registration granted under regulation 8A] " by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

47 · Substituted by SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 13-4-2011 for the words "to change its status or constitution".

48 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution, clause (b) read as under:

49 · Substituted for "one month" by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

50 · The words "initial or permanent registration" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -

51 · [(f) it shall immediately intimate the Board, details of changes that have taken place in the information that was submitted, while seeking registration.]

9B · 52[***]

9C · (1) A debenture trustee may also undertake:

2016 · Prior to this the words "initial or permanent registration" were substituted for the words "certificate or renewal thereof" by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.

51 · Inserted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

52 · Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to omission, it read as under:

53 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, w.e.f., 27-10-2025 .

10 · 54[(1) Where an application for grant of a certificate of registration under regulation 3 does not fulfil the requirements set out in regulation 6, the Board shall reject the application after giving an opportunity of being heard.]

55 · [(2) The refusal to grant registration 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.]

54 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (1) read as under:

55 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission regulation 11 read as under:

58 · [(a) he enters into a written agreement with the body corporate before the opening of the subscription list for issue of debentures;

56 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011. Prior to substitution, it read as:

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."

57 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (1) read as under:

58 · Substituted for the following clauses (a) and (b) the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000, w.e.f 8-8-2000 :

59 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clauses (i) and (ii) read as follows:

60 · [13A. 61 [A person shall not be appointed as a debenture trustee, in case(a) the debenture trustee,-

60 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003. Earlier regulation 13A was inserted by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000, w.e.f. 8 -8 -2000. Prior to its substitution, regulation 13 A read as under :

61 · Regulation 13A and clause (a) thereunder substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to such substitution, the provisions read as follows:

14 · 62[Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as specified in section 71 of Companies Act, 2013 (18 of 2013) and Form No.SH.12 specified under the Companies (Share Capital and Debentures) Rules, 2014, in such format and within such timelines as specified by the Board from time to time under sub -regulation (1) of regulation 18 of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021:

63 · [14A. (1) All claims, differences or disputes between a debenture trustee and a body corporate which has appointed the debenture trustee, arising out of or in relation to the activities of the debenture trustee in the securities market shall be submitted to a resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board.

64 · [Grievance Redressal Mechanism.

14B · (1) The debenture trustee shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board.

62 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, w.e.f., 27-10-2025. Prior to the same, regulation 14 read as follows:

63 · Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023, w.e.f., 04-07-2023.

64 · Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

14C · The debenture trustee shall ensure compliance with the Investor Charter specified by the Board from time to time.]

15 · 66[(1) It shall be the duty of every debenture trustee to-

65 · Inserted by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 w.e.f. 10-022025.

66 · Substituted ibid. Prior to the same, the provision read as follows:

67 · Inserted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2022, w.e.f., 11 -04 -2022.

68 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2020, w.e.f., 08-10-2020. Prior to the same, clause (h) read as follows:

69 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2020, w.e.f., 08-10-2020. Prior to the same, clause (t) read as follows:

70 · The words and symbols "by way of receivables/ book debts" omitted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2022, w.e.f., 11-04-2022.

71 · Substituted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2022, w.e.f., 11 -04 -2022 for the words "asset cover".

73 · [(1A) The debenture trustee shall:

74 · [(c) obtain a certificate from the issuer's Statutory Auditor:

76 · [Provided that a debenture trustee may seek the consent of debenture holders through e-voting, wherever applicable;

77 · [(3) No debenture trustee shall relinquish its assignments as debenture trustee in respect of the debenture issue of any body corporate, unless and until another debenture trustee is appointed in its place by the body corporate.

72 · Substituted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2022, w.e.f., 11 -04 -2022 for the words and symbols "giving the value of receivables/book debts".

73 · Inserted by the Amendment to the SEBI (Debenture Trustees) Regulations, 1993 made by Schedule XX to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 w.e.f. 26-08-2009.

74 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (c) read as follows:

75 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2020, w.e.f., 08-10-2020.

76 · Inserted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2019 w.e.f. May 07, 2019

77 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f, 4-7-2003.

78 · Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, w.e.f., 27-10-2025.

79 · [(6) Before creating a charge on the security for the debentures, the debenture trustee shall exercise independent due diligence to ensure that such security is free from any encumbrance or that it has obtained the necessary consent from other charge-holders if the security has an existing charge, in the manner as may be specified by the Board from time to time.

15A · (1) A debenture trustee may inspect books of account, records, and registers of the issuer and the trust property to the extent necessary for discharging its obligations.

16 · Every debenture trustee shall abide by the Code of Conduct as specified in Schedule III.

17 · 81[(1) Subject to the provisions of any law every debenture trustee shall keep and maintain proper books of account, records and documents, relating to the trusteeship functions for a period of not less than five financial years from the date of redemption of debentures.]

82 · [Appointment of compliance officer.

79 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2020, w.e.f., 08-10-2020.

80 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2025, w.e.f., 27-10-2025.

81 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, sub -regulation (1) read as follows:

82 · Inserted by the SEBI (Investment Advice by Intermediaries)(Amendment) Regulations, 2001, w.e.f. 29-52001

17A · (1) Every debenture trustee shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Board or the Central Government and for redressal of investors' grievances.

83 · [(3) The compliance officer shall report any non-compliance, of the requirements specified in the listing agreement with respect to debenture issues and debenture holders, by the body corporate to the Board.]

85 · ["(b) that the provisions of the Companies Act, 2013, Circulars, rules and regulations are being complied with;]

83 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003.

84 · Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017.

85 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, clause (b) read as follows:

20 · (1) Before undertaking an inspection under regulation 19, the Board shall give a reasonable notice to the debenture trustee for that purpose.

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.

22 · The inspecting authority shall, as soon as may be possible, submit an inspection report to the Board.

86 · [Action on inspection or investigation report.

23 · The Board or the Chairman shall after consideration of inspection or investigation report take such action as the Board or Chairman may deem fit and appropriate including action under 87 [Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008].]

86 · Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002.

87 · Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-52008 for the words "the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002."

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:

88 · [ 89 [Liability for action in case of default.

26 · to 32. 90[***]

88 · Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002.

89 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to the same, regulation 25 read as follows:

90 · Regulations 26 to 32 were omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002 . Earlier regulation 32 was amended by SEBI (Appeal to

91 · [CHAPTER VI

33 · . (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 92 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

93 · [FORM A

91 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.

92 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

93 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2000, w.e.f 17-2-2000.

95 · [Application for Grant of Certificate of Registration as Debenture Trustee]

1 · 1 Name of the applicant:

1 · 2 Address of the applicant:

1 · 3 Address of the applicant for correspondence:

1 · 4 Address of branch offices (in India) of the applicant, if any:

1 · 5 Whether any other application under the 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

94 · Substituted for the words "Regulation 3/Regulation 8A" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the words "Regulation 3/Regulation 8A" were substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the word and figure "Regulation 3".

95 · Substituted for the words "Application for Grant of Certificate of Initial/ Permanent Registration as Debenture Trustee" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the words "Application for Grant of Certificate of Initial/ Permanent Registration as Debenture Trustee" were substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words "Application for Registration as Debenture Trustee".

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.

2 · 2 Date and place of incorporation/establishment of the organisation of the applicant.

2 · 3 Organisation chart stating the functional responsibilities at various levels.

2 · 4 Particulars of all directors.

2 · 5 Number of employees (mention separately the employees in the debenture trusteeship activity).

2 · 6 Name and activities of associate companies/concerns.

2 · 7 List of major shareholders (holding 5% or more voting rights) and percentage of their shareholdings.

3 · 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 and fixtures, other communication facilities, etc.)

4 · Business plan (for three years)

5 · Financial information:

5 · 1 Capital structure

5 · 2 Deployment of resources

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.

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.

7 · 4 Details of any personnel experience in the activity of debenture trusteeship.

8 · 1 Experience as debenture trustee

8 · 2 Details where applicant has resigned as debenture trustee or have discharged therefrom, give full details and reasons therefor.

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.

96 · [***]

96 · The following was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

2 · Whether the applicant has complied with the SEBI (Debenture Trustees) Rules and Regulations and the guidelines issued by SEBI from time to time.

3 · Whether any associate/group company of the applicant is also registered with SEBI under any Regulations, and if so the following details are to be furnished:

4 · -5. Whether any investigation/enquiry has been initiated/is pending against the applicant.

6 · Whether the applicant has submitted all the quarterly reports.

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."

98 · [Certificate of Registration]

99 · [III. This certificate of registration shall be valid unless it is suspended or cancelled by the Board.]

100 · [1. Every debenture trustee shall pay fees of 101[ twenty lakh] rupees at the time of grant of certificate of 102 [***] registration.

97 · The words "/Regulation 8 A" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the words "/Regulation 8 A" was substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the word and figure "Regulation 8"

98 · Substituted for the words "Certificate of Initial / Permanent Registration" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

99 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution paragraph III read as under:

100 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to substitution it read as under:

2 · Every debenture trustee to keep registration in force shall pay renewal fee of five lakh rupees every three years from the fourth year from the date of initial registration."

101 · Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f.23-5-2014 for the words "thirteen lakh thirty three thousand and three hundred".

1 · A 103[***]

2 · 104[A debenture trustee who has been granted a certificate of registration, to keep its registration in force, shall pay fee of nine lakh rupees every three years from the sixth year, from the date of grant of certificate of registration or from the date of grant of certificate of initial registration granted prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016, as the case may be.]

3 · (a) The fee referred to in paragraph 1 shall be paid by the debenture trustees within fifteen days from the date of receipt of intimation from the Board under regulation 8.

106 · [(b) The fee referred to in paragraph 2 shall be paid by the Debenture Trustee one month before the expiry of the block for which the fee has been paid.]

107 · [3A. The non-refundable fee payable along with an application for registration under sub -regulation (1A) of regulation 3 shall be a sum of fifty thousand rupees.]

102 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

103 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission paragraph 1A read as under:

104 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution paragraph 2 read as under:

105 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission paragraph 3(aa) read as under:

106 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 05 -05 -2021. Prior to substitution the clause read as:

108 · [4. The fee specified in paragraphs 1, 2 and 3A shall be payable by the Debenture Trustee by way of direct credit in the bank account through online payment using SEBI payment gateway.]

109 · [SCHEDULE III Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 [Regulation 16]

107 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution paragraph 3A read as under:

108 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 05 -05 -2021. Prior to substitution the clause read as:

109 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f 1-10-2003. Earlier, it was amended by the SEBI (Investment Advice by Intermediaries) (Amendment) Regulations, 2001, w.e.f. 29-52001.

7 · A Debenture Trustee shall avoid conflict of interest and make adequate disclosure of its interest.

8 · A Debenture Trustee shall not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its clients which has come to its knowledge, without taking prior permission of its clients, except where such disclosures are required to be made in compliance with any law for the time being in force.

9 · A Debenture Trustee shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner.

10 · A Debenture Trustee shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as debenture trustee which would impair its ability to render fair, objective and unbiased services.

11 · A Debenture Trustee shall not indulge in any unfair competition, which is likely to harm the interests of other trustees or debenture holders or is likely to place such other debenture trustees in a disadvantageous position while competing for or executing any assignment nor shall it wean away the clients of another trustee on assurance of lower fees.

12 · A Debenture Trustee shall not discriminate among its clients, except and save on ethical and commercial considerations.

13 · A Debenture Trustee shall share information available with it regarding client companies, with registered credit rating agencies.

14 · A Debenture Trustee shall provide clients and debenture holders with adequate and appropriate information about its business, including contact details, services available to clients, and the identity and status of employees and others acting on its behalf with whom the client may have to contact.

15 · A Debenture Trustee shall ensure that adequate disclosures are made to the debenture holders, in a comprehensible and timely manner so as to enable them to make a balanced and informed decision.

16 · A Debenture Trustee shall endeavour to ensure that —

17 · A Debenture Trustee shall make reasonable efforts to avoid misrepresentation and ensure that the information provided to the debenture holders is not misleading.

18 · A Debenture Trustee shall maintain required level of knowledge and competency and abide by the provisions of the Act, regulations and circulars and guidelines. The debenture trustee shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.

19 · A Debenture Trustee shall not make untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board.

20 · A Debenture Trustee or any of its directors, partners or manager having the management of the whole or substantially the whole of affairs of the business, shall not either through its account or their respective accounts or through their associates or family members, relatives or friends indulge in any insider trading.

21 · A Debenture Trustee shall ensure that the Board is promptly informed about any action, legal proceeding, etc., initiated against it in respect of any material breach or non-compliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body.

22 · (a) A Debenture Trustee or any of his employees shall not render, directly or indirectly, any investment advice about any security in the publicly accessible media, whether real -time or non -real -time unless a disclosure of his interest including long or short position in the said security has been made, while rendering such advice.

23 · A Debenture Trustee shall ensure that any person it employs or appoints to conduct business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience).

24 · A Debenture Trustee shall ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it to conduct business on its behalf.

25 · A Debenture Trustee shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect its operations, its clients, debenture holders and other registered entities from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions.

26 · A Debenture Trustee shall be responsible for the acts or omissions of its employees and agents in respect to the conduct of its business.

27 · A Debenture Trustee shall provide adequate freedom and powers to its compliance officer for the effective discharge of its duties.

28 · A Debenture Trustee shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.

29 · A Debenture Trustee shall ensure that good corporate policies and corporate governance is in place.

30 · A Debenture Trustee shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in the carrying out of their duties. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc.

31 · A Debenture Trustee shall not be party to—

110 · [ 111 [Schedule IV]

110 · Schedule IV omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to its omission, the Schedule read as follows:

9 · to create debenture redemption reserve as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the provisions of Companies Act and submit an auditor's certificate to the trustee.

10 · to convert the debentures into equity in accordance with the terms of the issue, if applicable.

11 · to inform debenture trustee about any change in nature and conduct of business by company before such change.

12 · to keep the debenture trustee informed of all orders, directions, notices, of court/Tribunal affecting or likely to affect the charged assets.

13 · to inform debenture trustee of any major change in composition of its Board of Directors, which may amount to change in control as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

14 · to submit any such information, as required by the debenture trustee.

15 · fee or commission of debenture trustees.

7 · Miscellaneous

111 · Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f 4-7-2003. Earlier, it was amended by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000, w.e.f. 8-8-2000.