1723196882810

THE GAZETTE OF INDIA
EXTRAORDINARY
PART III - SECTION 4
PUBLISHED BY AUTHORITY
NOTIFICATION
THE 29TH DAY OF DECEMBER, 1993
BOMBAY
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,—
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[(ab) “body corporate” shall have the meaning assigned to it in or under sub-section
(11) of section 2 of the Companies Act, 2013 and for the purpose of these
regulations, includes a public financial institution as defined under sub-section (72) of
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:
“associate” in relation to a debenture trustee, or body corporate shall include a person,—
(i) who, directly or indirectly, by himself, or in combination with relatives, exercises control over the
debenture trustee or the body corporate, as the case may be, or
(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;]
3 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:
“(ab) “body corporate” shall have the meaning assigned to it in or under clause (7) of section 2 of the
Companies Act, 1956 (1 of 1956).”
section 2 of the Companies Act, 2013, a non-banking financial company, public
sector undertaking established under any Central or State enactment which has its
debt securities listed or which seeks to list its debt securities on a recognized stock
exchange in accordance with the Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008, or any other issuer of debt
securities in accordance with any Regulations issued by the Board.]
(ac)“certificate” means a certificate of 4[5[***] registration granted] by the Board under

these regulations;
(ad) 6[***]
7[(ae) “Change in control” in case of a body corporate –

(A) if its shares are listed on any recognised stock exchange, shall be construed with
reference to the definition of control in terms of regulations framed under clause (h)
of sub-section (2) of section 11 of the Act;
(B) if its shares are not listed on any recognised stock exchange, shall be construed
with reference to the definition of control as provided in sub-section (27) of Section 2
of the Companies Act, 2013 (18 of 2013);]
8 [(b) “Companies Act” means the Companies Act, 2013 (Act 18 of 2013);]
4 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words
"registration granted or renewed".
5 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.
6 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:
“change of status or constitution” in relation to a debenture trustee—
(i) means any change in its status or constitution of whatsoever nature; and
(ii) without prejudice to generality of sub-clause (i), includes—
(A) amalgamation, demerger, consolidation or any other kind of corporate restructuring falling
within the scope of section 391 of the Companies Act, 1956 (1 of 1956) or the corresponding provision of any
other law for the time being in force;
(B) change in its managing director or whole-time director; and
(C) any change in control over the body corporate;
7 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:
“(ae)“change in control”, in relation to a debenture trustee, means :—

(i)if its shares are listed on any recognised stock exchange, change in control as per the provisions
of regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(ii)in any other case, change in the controlling interest in the body corporate;
Explanation: For the purpose of sub-clause (ii), the expression “controlling interest” means an
interest, whether direct or indirect, to the extent of at least fifty one per cent of voting rights in the
body corporate;”
same, clause (b) read as follows:
““Companies Act” means the Companies Act, 1956 (1 of 1956);”
9[(ba) “debenture” means a debenture within the meaning of sub-section (30) of
section 2 of the Companies Act, 2013;]
10[(bb) “debenture trustee” means a trustee appointed in respect of any issue of

debentures of a body corporate;]
11 [***]
(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;
12[(e) “insurance company” has the same meaning assigned to it under sub-section
(7A) of section 2 of the Insurance Act, 1938;]
13[(ea) “issue” means an offer of debentures by a body corporate, to the public, or
the holders of securities of such body corporate and includes a private
placement of debentures made by a body corporate, which seeks to list its debt
securities on a recognized stock exchange;]
14[(ee) “networth” means aggregate of value of the paid-up equity capital and free
reserves (excluding reserves created out of revaluation) reduced by the

aggregate value of accumulated losses and deferred expenditure not written off
(including miscellaneous expenses not written off) as per the latest audited
balance sheet;]
15[(f) “principal officer” means,—
a key managerial personnel as defined under sub section (51) of section 2 of the
Companies Act, 2013, and shall include 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;]
same, clause (ba) read as follows:
““debenture” means a debenture within the meaning of sub-section (12) of section 2 of the Companies
Act, 1956 (1 of 1956);”
10 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to
the same, clause (bb) read as follows:
““debenture trustee” means a trustee of a trust deed for securing any issue of debentures of a body
corporate;”
11 Omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002, w.e.f. 27-09-2006.
the same, clause (e) read as follows:
“insurance company” means a company as defined in clause (21) of section 2 of the Companies Act;”
13 Substituted ibid. Prior to the same, clause (e), inserted by the SEBI (Debenture Trustees) (Amendment)
Regulations, 2006, w.e.f. 7-9-2006, read as follows:
““issue” means an offer of sale of securities by any body corporate or by any other person or group of
persons on its 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 and includes a private placement of debentures made by
a listed company, which are proposed to be listed;”
14 Inserted by the SEBI (Debenture Trustees)(Amendment) Regulations, 2003, w.e.f.4-7-2003.
the same, clause (f) read as follows:
““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)16[***]
(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);
17[(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;]

18[(ib) “recognised stock exchange” shall have the same meaning assigned to it
under sub-section (f) of section 2 of the Securities Contracts (Regulation) Act,
1956.]
(j) all other words and expressions used in these regulations but not defined, and
defined in the Act 19[***] shall have the meanings respectively assigned to them in
the Act 20[***].
21[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.]
Chapter II
REGISTRATION OF DEBENTURE TRUSTEES
Application for grant of certificate 22[of 23[***] registration].

3. (1) An application by a debenture trustee for grant of a certificate 24[of 25[***]
registration] shall be made to the Board in Form A.
26[(1A) An application for registration made under sub-regulation (1) shall be
accompanied by a non-refundable application fee as specified in Schedule II.]

(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.
16 Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006. Prior to its
omission, clause (h) read as under:-
“(h) “rules” means Securities and Exchange Board of India (Debenture Trustees) Rules, 1993;”
17 Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-9-2006.
19 Words “and the rules” omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f. 7-
9-2006, respectively.
20 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 SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.
23 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.
24 Inserted by SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.
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 the applicant has not been
granted registration by the Board under the Act;
27[(d) has in his employment at least one person who possesses the professional
qualification in law from an institution recognised by the Government;]

(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 ;
28[(f) is a fit and proper person;]
29 [(g) fulfills the capital adequacy requirements specified in regulation 7A.]
30[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
Schedule II of the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008.]
31[Eligibility for being debenture trustee.
27 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f. 4-7-2003. Prior to its
substitution clause (d) read as under :
“(d) has in its employment at least one person who possesses the professional qualification from an institution
recognized by the Government in finance, accountancy, law or business management. ”
30 Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-5-
2008. Prior to its substitution regulation 6A read as under:
“Applicability of Securities and Exchange Board of India (Criteria for Fit and
Proper Person) Regulations, 2004.
7. No person shall be entitled to act as a debenture trustee unless it is :—
(a) a scheduled bank carrying on commercial activity; or
(b) a public financial institution as defined sub-section (72) of section 2 of
the Companies Act, 2013; or
(c) an insurance company; or
(d) body corporate as defined under sub-section (11) of section 2 of the
Companies Act, 2013.]
32[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 33[ten] crore rupees:
34[Provided that a debenture trustee holding certificate of registration as on the
date of commencement of the Securities and Exchange Board of India

(Debenture Trustees) (Amendment) Regulations, 2019 shall fulfil the net worth
requirements within three years from the date of such commencement.]
35[***]
36[8. Grant of certificate of 37[***] registration.
the same, regulation 7 read as follows:
“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.”
32 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. 4-7-
2003, it read as under:
"Capital Adequacy Requirement.
7A. The capital adequacy requirement referred to in clause (g) of regulation 6 shall not be less than the networth
of one crore rupees:
Provided that a debenture trustee holding certificate of registration as on the date of commencement of the
Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2003 shall fulfill the
networth requirements within two years from the date of such commencement."
33 Substituted for the word "two" by the Securities and Exchange Board of India (Debenture Trustees)
(Amendment) Regulations, 2019 w.e.f. May 07, 2019.
34 Inserted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations,
2019 w.e.f. May 07, 2019.
35 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:
“Provided that a debenture trustee, who was granted a certificate of initial or permanent registration, as the case
may be, under these regulations prior to the commencement of the Securities and Exchange Board of India
(Debenture Trustees) (Second Amendment) Regulations, 2011, shall raise its networth to the said minimum
within a period of two years from such commencement.]”
36 Substituted by SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to
substitution, it read as under:
"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."
(1) The Board on being satisfied that the applicant is eligible, shall send an intimation
to the applicant, within one month of such satisfaction, that it has been found eligible
for grant of certificate of 38[***] registration and grant a certificate in Form B.
39[(2) The certificate of registration granted under sub-regulation (1) shall be valid
unless it is suspended or cancelled by the Board.]

40[(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).]
(4) The grant of a certificate of 41[***] registration shall be subject to payment of the
registration fee as specified in Schedule II of these regulations.
8A. 42[***]
39 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:
“(2) The certificate of initial registration granted under sub-regulation (1) shall be valid for a period of five years
from the date of its issue to the applicant.”
as under:
“(3) The debenture trustee who has already been granted a certificate of registration by the Board, prior to the
commencement of the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations,
2011, and has not completed a period of three years, shall be deemed to have been granted a certificate of initial
registration for a period of five years from the date of its certificate of registration, subject to payment of fee for
the remaining period of two years, as specified in Schedule II of these regulations.”
42 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:
“Grant of certificate of permanent registration.
(1) The debenture trustee who has been granted or deemed to have been granted a certificate of initial
registration under regulation 8, may, three months before the expiry of the period of initial registration, make an
application for grant of a certificate of permanent registration in Form A.
(2) The debenture trustee who has already been granted certificate of registration by the Board and has
completed a period of five years, on the date of commencement of the Securities and Exchange Board of India
(Debenture Trustees) (Amendment) Regulations, 2011, may, three months before the expiry of validity of
certificate of registration or before, make an application for grant of a certificate of permanent registration in
Form A.
(3) An application under sub-regulation (1) or sub-regulation (2) shall be accompanied by non-refundable
application fee as specified in Schedule II of these regulations.
(4) The application for grant of a certificate of permanent registration shall be accompanied by details of the
changes that have taken place in the information that was submitted to the Board while seeking initial
registration or renewal, as the case may be, and a declaration stating that no changes other than those as
mentioned in such details have taken place.
(5) The application for permanent registration made under sub-regulation (1) or (2) shall be dealt with in the
same manner as if it were a fresh application for grant of a certificate of initial registration and the Board shall
take a decision within three months from the date of receipt of all information.
(6) The Board, on being satisfied that the applicant is eligible, shall grant a certificate of permanent registration
in Form B and shall send an intimation to the applicant.
(7) The grant of a certificate of permanent registration shall be subject to payment of fees specified in Schedule
II of these regulations.”
9. 43[***]
44[Conditions of registration.
9A.(1) 45[Registration granted under regulation 8] shall be subject to the following
conditions, namely :—
(a)where debenture trustee proposes 46[change in control], it shall obtain prior
approval of the Board for continuing to act as such after the change;
47[(b) it shall pay the fees for registration, in the manner provided in these
regulations;]
(c)it shall take adequate steps for redressal of grievances of the investors
within 48[twenty-one calendar days] of the date of the receipt of the complaint
and 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;
(d) it shall maintain capital adequacy requirements specified in regulation
7A at all times during the period of the 49[***];
(e)it shall abide by the regulations made under the Act in respect of the
activities carried on by it as a debenture trustee.
50[(f) it shall immediately intimate the Board, details of changes that have taken
place in the information that was submitted, while seeking registration.]
43 Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011. Prior to its
omission, it read as under:
"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.
43[(1A) An application for renewal made under sub-regulation (1) shall be accompanied by a non-refundable
application fee as specified in Schedule II.]
(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."
45 Substituted for the words “Any45[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.
Prior to substitution the words “initial registration” and “permanent registration granted under regulation 8A”
substituted the words "registration" and "renewal granted under regulation 9" respectively by the SEBI
(Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.
46 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".
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution, clause (b) read as
under:
“(b) it shall pay the fees for 47[initial registration or permanent registration], as the case may be, in the
manner provided in these regulations;”
Prior to this the words “initial registration or permanent registration” were substituted for the words "registration
or renewal"by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011
48 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.
49 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-
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.
(2) Nothing contained in clause (a) of sub-regulation (1) shall affect the obligation to
obtain a fresh registration under section 12 of the Act in cases where it is applicable.
9B. 51[***]
Procedure where registration is not granted.

10. 52[(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.]
53[(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.]
(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.
50 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.
51 Omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to
omission, it read as under:
"9B. Time period for disposal of application and period of validity of certificate.
(1) The Board shall within three months of receipt of all information for considering the application for grant of
registration made under regulation 8, or for its renewal made under regulation 9, take a decision thereon and
send intimation to the applicant.
(2) The certificate of registration granted under regulation 8 and its renewal granted under regulation 9, shall be
valid for a period of three years from the date of its issue."
as under:
“(1) Where an application for grant of a certificate 52[of initial registration under regulation 3 or of permanent
registration under regulation 8A] does not fulfil the requirements set out in regulation 6, the Board may reject
the application, after giving a reasonable opportunity of being heard.”
Prior to this the words “of initial registration under regulation 3 or of permanent registration under regulation
8A” were substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for
the words "under regulation 3 or of renewal under regulation 9".
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission regulation 11 read as
under:
“11. Effect of refusal to grant certificate of permanent registration.
The debenture trustee whose application for grant of certificate of permanent registration has been refused by
the Board, on and from the date of the receipt of the communication, shall cease to carry on any activity as
debenture trustee:
Provided that the Board may, in the interest of the investors of the securities market, permit to carry on activities
undertaken prior to the receipt of the intimation of refusal, subject to such condition as the Board may specify.”
Prior to this regulation 11 was 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:“The 53[refusal to grant initial or permanent registration, as the case
may be] 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.”
Prior to this the words “refusal to grant initial or permanent registration, as the case may be” were substituted by
the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words "refusal to grant
or renew the certificate".
(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.
54[11. ***]
Payment of fees, and the consequences of failure to pay fees.

12. 55[(1) Every applicant eligible for grant of registration, shall pay the fees in such
manner and within the period specified in Schedule II:]
Provided that 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 the 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.
Chapter III
RESPONSIBILITIES AND OBLIGATIONS OF DEBENTURE TRUSTEES
Obligation before appointment as debenture trustees.

13. No debenture trustee who has been granted a certificate under regulation 8 shall
act as such in respect of each issue of debenture unless—
56 [(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:
57[(i) an undertaking by the body corporate to comply with all regulations /
provisions of Companies Act, 2013, guidelines of other regulatory

authorities in respect of allotment of debentures till redemption;
54 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011. Prior to
substitution, it read as:
"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."
as under:
“(1) Every applicant eligible for grant 55[of initial or permanent registration, as the case may be] shall pay the
fees in such manner and within the period specified in Schedule II:”
Prior to this the words “of initial or permanent registration, as the case may be” were substituted by the SEBI
(Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words "or renewal of a
certificate".
56 Substituted for the following clauses (a) and (b) the SEBI (Debenture Trustees) (Second Amendment)
Regulations, 2000, w.e.f 8-8-2000 :
“(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.”
the same, clauses (i) and (ii) read as follows:
“(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.”
(ii) the time limit within which the security for the debentures shall be created or
the agreement shall be executed in accordance with the Companies Act,
2013 or provisions as prescribed by any regulatory authority as applicable.]]
Debenture Trustee not to act for an associate.

58[13A. 59[A person shall not be appointed as a debenture trustee, in case-
(a) the debenture trustee,-
(i) is an associate of the body corporate;
(ii) beneficially holds shares in the company;
(iii) is a promoter, director or key managerial personnel or any other officer
or an employee of the company or its holding, subsidiary or associate
company;
(iv) is beneficially entitled to moneys which are to be paid by the company
otherwise than as remuneration payable to the debenture trustee;
(v) is indebted to the company, or its subsidiary or its holding or associate
company or a subsidiary of such holding company;
(vi) has furnished any guarantee in respect of the principal debts secured
by the debentures or interest thereon;
(vii) has any pecuniary relationship with the company amounting to 2% or
more of its gross turnover or total income or ₹50 lakh or such higher
amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year;
(viii) is relative of any promoter or any person who is in the employment of
the company as a director or key managerial personnel;
(ix) is likely to have conflict of interest in any other manner:
Provided that this requirement shall not be applicable in respect of

debentures issued:
(i) wherever there is guarantee by the state / central government for the
debentures issued.]
(b) it has lent and the loan is not yet fully repaid or is proposing to lend money to
the body corporate:
58 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 :
“13 A. Debenture Trustee not to act for an associate – No debenture trustee shall act as such for any issue of
debentures in case-
(a) it is an associate of the body corporate, or
(b) it has lent or is proposing to lend money to the body corporate :
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.”
59 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:
“No debenture trustee shall act as such for any issue of debentures in case—
(a) it is an associate of the body corporate, or”
Provided that this requirement shall not be applicable in respect of debentures
issued prior to the commencement of the Companies (Amendment) Act, 2000,
where—
(i) recovery proceedings in respect of the assets charged against security has
been initiated, or
(ii) the body corporate has been referred to Board for Industrial and Financial
Reconstruction under the Sick Industrial Companies (Special Provisions)
Act, 1985, prior to commencement of the Securities and Exchange Board of
India (Debenture Trustees) (Amendment) Regulations, 2003.]
Obligation of the debenture trustees.
14. 60[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
and Form No. SH.12 specified under the Companies (Share Capital and
Debentures) Rules, 2014. Such trust deed shall consist of two parts:
a. Part A containing statutory/standard information pertaining to the debt
issue;
b. Part B containing details specific to the particular debt issue.]
Dispute Resolution.
61[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.
(2) No loss or damage or expenses incurred by the debenture trustee or the body
corporate which has appointed the debenture trustee shall be met out of the trust
property.]
62[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.
(2) The Board may also recognize a body corporate for handling and monitoring the
process of grievance redressal within such time and in such manner as may be
specified.]
“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 and Form No. SH.12 specified under the Companies (Share Capital and Debentures)
Rules, 2014.”
61 Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism)
(Amendment) Regulations, 2023, w.e.f., 04-07-2023.
62 Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment)
Regulations, 2023 w.e.f. 18-08-2023.
Duties of the debenture trustees.
15. 63[(1) It shall be the duty of every debenture trustee to-
(a) satisfy itself that the prospectus or letter of offer does not contain any
matter which is inconsistent with the terms of the issue of debentures or
with the trust deed;
(b) satisfy itself that the covenants in the trust deed are not prejudicial to the
interest of the debenture holders;
(c) call for periodical status/ performance reports from the issuer company
within 7 days of the relevant board meeting or within 45 days of the
respective quarter whichever is earlier;
(d) communicate promptly to the debenture holders defaults, if any, with
regard to payment of interest or redemption of debentures and action
taken by the trustee therefor;
(e) appoint a nominee director on the Board of the company 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
63 Substituted ibid. Prior to the same, the provision read as follows:

“(1) It shall be the duty of every debenture trustee to—
(a) call for periodical reports from the body corporate;
(b) [***]
(c) take possession of trust property in accordance with the provisions of the trust deed;
(ca) supervise the implementation of the conditions regarding creation of security
for the debentures and debenture redemption reserve, wherever applicable;
(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)ascertain and satisfy itself 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 the Registrar of Companies;]
(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)ensure on a continuous basis that the property charged to the debentures is available and adequate at all
times to discharge the interest and principal amount payable in respect of the debentures and that such
property is free from any other encumbrances save and except those which are specifically agreed to by
the debenture trustee;]
(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
therefor.”
(iii) default in redemption of debentures.
(f) ensure that the company does not commit any breach of the terms of
issue of debentures or covenants of the trust deed 64[by monitoring the
same in the manner specified by the Board] and take such reasonable
steps as may be necessary to remedy any such breach;
(g) inform the debenture holders immediately of any breach of the terms of
issue of debentures or covenants of the trust deed;
(h) 65[ensure the implementation of the conditions regarding creation of
security for the debentures, if any, debenture redemption reserve and
recovery expense fund];
(i) ensure that the assets of the company issuing debentures and of the
guarantors, if any, are sufficient to discharge the interest and principal
amount at all times and that such assets are free from any other
encumbrances except those which are specifically agreed to by the
debenture holders;
(j) do such acts as are necessary in the event the security becomes
enforceable;
(k) call for reports on the utilization of funds raised by the issue of
debentures;
(l) take steps to convene a meeting of the holders of debentures as and
when such meeting is required to be held;
(m) ensure that the debentures have been converted or redeemed in
accordance with the terms of the issue of debentures;
(n) perform such acts as are necessary for the protection of the interest of
the debenture holders and do all other acts as are necessary in order to
resolve the grievances of the debenture holders;
(o) take possession of trust property in accordance with the provisions of the
trust deed;
(p) 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;
(q) ascertain and satisfy itself that,-
(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 dispatched by
the body corporate to the debenture holders within 30 days of
the registration of the charge with the Registrar of Companies;
(ii) debenture certificates have been dispatched to the debenture
holders or debentures have been credited in the demat
accounts of the debenture holders in accordance with the
provisions of the Securities and Exchange Board of India
(Debenture Trustee) Regulations 1993, Securities and
Exchange Board of India (Issue and Listing of Debt Securities)
2022, w.e.f., 11-04-2022.
the same, clause (h) read as follows:
“ensure the implementation of the conditions regarding creation of security for the debentures, if any, and
debenture redemption reserve;”
Regulations 2008, Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations
2015 and any other regulations issued by the Board;
(iii) interest warrants for interest due on the debentures have been
dispatched 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;
(r) inform the Board immediately of any breach of trust deed or provision of
any law, which comes to the knowledge of the trustee.
Explanation: The communication to the debenture holders by the
debenture trustee as mentioned in these regulations may be made by
electronic media, press-release and placing notice on its website;
(s) exercise due diligence to ensure compliance by the body corporate, with
the provisions of the Companies Act, Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirement), Regulations,
2015, the listing agreement of the stock exchange or the trust deed or
any other regulations issued by the Board pertaining to debt issue;
(t) 66[In case where listed debt securities are secured 67[,] it shall, -
(i) on a Quarterly basis-
(a) carry out the necessary due diligence and monitor
the 68[security cover] in the manner as may be
specified by the Board from time to time.
(ii)on a Half-Yearly basis-
(a) obtain a certificate from the statutory auditor of the
issuer 69[regarding security cover] including
compliance with the covenants of the Offer
Document/Information Memorandum in the
manner as may be specified by the Board from
time to time.]
70[(1A) The debenture trustee shall:
(a) obtain reports from the lead bank regarding progress of the project;
(b) monitor utilisation of funds raised in the issue;
71[(c) obtain a certificate from the issuer's Statutory Auditor:
the same, clause (t) read as follows:
“In case where listed debt securities are secured by way of receivables/ book debts it shall obtain the
following,-
(i) On Quarterly basis-
(a) Certificate from the Director / Managing Director of the issuer company certifying the value of the
book debts / receivables;
(b) Certificate from an independent chartered accountant giving the value of book debts / receivables.
(ii) On Yearly basis-
(a) Certificate from the statutory auditor giving the value of book debts / receivables.”
67 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.
68 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”.
69 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”.
70 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.
(i) in respect of utilisation of funds during the implementation period of the
project; and
(ii) in the case of debentures issued for financing working capital, at the end of
each accounting year.]]
(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;
(b) the happening of any event, which constitutes a default 72[or breach of
covenants (as specified in the Offer Document/Information Memorandum and/or
debenture trust deed)] or which in the opinion of the debenture trustees affects
the interest of the debenture holders:
73[Provided that a debenture trustee may seek the consent of debenture holders
through e-voting, wherever applicable;

Provided further that the requirement to convene a meeting of all debenture
holders in case of a default in payment obligation by the issuer, shall not be
applicable in case of debentures issued by way of public issue.]
74[(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.
(4) A debenture trustee shall maintain the networth requirements as specified in
these regulations on a continuous basis and shall inform the Board immediately in
respect of any shortfall in the networth and in such a case it shall not be entitled to
undertake new assignments until it restores the networth to the level of specified
requirement within the time specified by the Board.
(5) A debenture trustee may inspect books of account, records, registers of the body
corporate and the trust property to the extent necessary for discharging its
obligations.]
75[(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.
(7) Subject to the approval of the debenture holders and the conditions as may be
specified by the Board from time to time, the debenture trustee, on behalf of the
debenture holders, may enter into inter-creditor agreements provided under the
framework specified by the Reserve Bank of India.]
Code of Conduct.
the same, clause (c) read as follows:
“obtain a certificate from the issuer's auditors:
(i) in respect of utilisation of funds during the implementation period of the project; and
(ii) in the case of debentures issued for financing working capital, at the end of each
accounting year.”
2019 w.e.f. May 07, 2019
74 Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f, 4-7-2003.
16. Every debenture trustee shall abide by the Code of Conduct as specified in
Schedule III.
Maintenance of books of account, records, documents, etc.

17. 76[(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.]
(2) Every debenture trustee shall intimate to the Board, the place where the books of
account, records and documents are maintained.
77[Appointment of compliance officer.
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.
(2) The compliance officer shall immediately and independently report to the Board
any non-compliance observed by him.]
78[(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.]
79[(4) The Compliance Officer so appointed shall obtain certification in terms of the
Securities and Exchange Board of India (Certification of Associated Persons in the
Securities Markets) Regulations, 2007 or as may be specified by the Board.]
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.
Chapter IV
the same, sub-regulation (1) read as follows:
“(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 preceding the current financial year.”
77 Inserted by the SEBI (Investment Advice by Intermediaries)(Amendment) Regulations, 2001, w.e.f. 29-5-
2001
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 account, 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;
80[“(b) that the provisions of the Companies Act, 2013, Circulars, rules and
regulations are being complied with;]

(c) to ascertain as to whether there exist 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.
the same, clause (b) read as follows:
“(b) that the provisions of the Companies Act, 1956, rules and regulations are being complied with;”
(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.
81[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 82[Chapter V of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008].]
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
83[84[Liability
for action in case of default.
25. (1) A Debenture Trustee which-
(a) fails to comply with any conditions subject to which certificate has been
granted;
(b) contravenes any of the provisions of the Act or these regulations;
(c) contravenes the provisions of the Companies Act or the rules made
there under;
(d) fails to furnish any information relating to its activity as a Debenture
Trustee as required by the Board;
81 Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002, w.e.f. 27-9-2002.
82 Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-5-
2008 for the words “the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002.”
83 Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002, w.e.f. 27-9-2002.
“25. A debenture trustee who—
(a) fails to comply with any conditions subject to which certificate has been granted;
(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 dealt with
in the manner provided under Chapter V of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008.”
(e) furnishes to the Board information which is false or misleading in any
material particular;
(f) does not submit periodic returns or reports as required by the Board;
(g) does not co-operate in any enquiry, inspection or investigation
conducted by the Board;
(h) fails to resolve the complaints of investors or fails to give a satisfactory
reply to the Board in this behalf;
shall be dealt with in the manner provided under the Securities and
Exchange Board of India (Intermediaries) Regulations, 2008.
(2) Nothing contained in sub-regulation (1) shall prejudice the powers of the Board to
issue directions or measures under sections 11, 11B, 11D, sub-section (3) of section
12 or section 24 or Chapter VIA of the Act or under any other law for the time being
in force.]]
26. to 32. 85[***]

86[CHAPTER VI
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Exemption from enforcement of the regulations in special cases.
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 87[***] relating to testing new
products, processes, services, business models, etc. in live environment of
regulatory sandbox in the securities markets.
(2) Any exemption granted by the Board under sub-regulation (1) shall be subject to
the applicant satisfying such conditions as may be specified by the Board including
conditions to be complied with on a continuous basis.
Explanation. — For the purposes of these regulations, "regulatory sandbox" means a

live testing environment where new products, processes, services, business models,
etc. may be deployed on a limited set of eligible customers for a specified period of
time, for furthering innovation in the securities market, subject to such conditions as
may be specified by the Board.]
85 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
Securities Appellate Tribunal)(Amendment) Regulations, 2000, w.e.f. 28-3-2000. Prior to its omission,
regulation 32 read as under :
“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 Securities Appellate Tribunal having jurisdiction in the matter.”
86 Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.
87
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.
Schedule I
Forms
88[FORM A
Securities and Exchange Board of India

(Debenture Trustees) Regulations, 1993
[89[Regulation 3]]
90[Application for Grant of Certificate of Registration as
Debenture Trustee]
Name of Applicant and its status

....................................................................................
(For status see regulation 7)
Name and Designation of Principal Officer …………………………………….
Designation....................................................................
Telephone No. ..............................................................
E-
mail................................................................................
Instructions:—
1. Applicants must submit a completed application 3. Information which needs
form together with supporting documents to the to be supplied in more
Securities and Exchange Board of India. detail may be written on
separate sheets which
should be attached to the
application form.
2. All columns of the application should be filled in. 4. Original copy of form duly
In case a column is not relevant then “not signed should be
applicable” should be specified. submitted for registration.
PART I
General Information
88 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2000, w.e.f 17-2-2000.
89 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".
90 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. Applicant’s details
1.1 Name of the applicant:
1.2 Address of the applicant:
Pin code: Telephone No.:
Telex No.: Fax No.:
E-mail:
1.3 Address of the applicant for correspondence:
Pin code: Telephone No.:
Telex No: Fax No.:
E-mail:
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 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
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 Any warning given/penal action
concern registered taken/investigation/enquiry
SEBI Regn. No. initiated/pending
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 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.)
(For point Nos. 3.1 and 3.2, please mention the infrastructure for debenture trustee
activity separately)
4. Business plan (for three years)
(a) History, major achievements and present activity
5. Financial information:
5.1 Capital structure
Year prior to the Preceding preceding year Current year (Rs. in lakhs)
year of current year
(a) Paid-up capital
(b) Free reserves (excluding revaluation reserves)
(c) Total (a) + (b)
(d) Loans (details)
(e) Net profit:
(i)General
(ii)Specific
5.2 Deployment of resources
(a) Fixed assets
(b) Plant and machinery and office equipment
(c) Investments (Details should be given separately)
(d) Others
6. 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:
a. Name of the person b. Responsibility c. Experience
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 overall system of handling
complaints).
7.4 Details of any personnel experience 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 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.
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 carry out 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—
(a) the applicant-company, its directors or Principal Officers is/or has not at any
time been convicted for any offence involving moral turpitude or been found
guilty of any economic offence (including those concerned with the securities
market),
(b) no person directly or indirectly connected with the applicant has applied or
been granted registration by the Securities and Exchange Board of India to
act as Debenture Trustee.”
For and on behalf of
....................................... ........................................
Name of applicant Name of applicant
Place: Place:
Date: Date:
91 [***]
91 The following was omitted by the Securities and Exchange Board of India (Change In Conditions Of
“Additional information sheet: (in case of application for 91[permanent] 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 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:
Name of the company/ concern SEBI Regn No. Any warning given/penal action
taken/investigation/enquiry initiated/pending
4-5. Whether any investigation/enquiry has been initiated/is pending against the applicant.
6. Whether the applicant has submitted all the quarterly reports.
7. Any warning given/penal action taken against the applicant.
8. Whether the applicant has paid the fees due to SEBI in the last 3 years. Give details of payment.
9. Details of public/rights issue for which the applicant acted as trustees in the last 3 years.
FORM B
Securities and Exchange Board of India (Debenture Trustees)
Regulations, 1993
[92[Regulation 8]]
93[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........
94[III. This certificate of registration shall be valid unless it is suspended or cancelled
by the Board.]
By Order
Place
Date For and on behalf of
Securities and Exchange Board of India.
Authorised Signatory.
10. In case of any defaults, specifically state the action the applicant has taken to protect the interest of the
debenture holders and whether penal interest has been paid to the debenture holders.
(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.”
Also, the word “permanent” was substituted by the SEBI (Debenture Trustees) (Amendment) Regulations,
2011, w.e.f. 5-7-2011 for the words "renewal of".
92 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"
93 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.
Prior to this the words “” were substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011,
w.e.f. 5-7-2011 for the words "Certificate of Registration".
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph III read as
under:
“III. This certificate of registration shall be valid from ….. to …. / for permanent, unless suspended or cancelled
by the Board.”
Prior to this paragraph III was substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011,
w.e.f. 5-7-2011 for the words and symbols "Unless renewed, the certificate of registration is valid from....to...."
SCHEDULE II
Regulations, 1993
[Regulation 12]
FEES
95[1.Every debenture trustee shall pay fees of 96[twenty lakh] rupees at the time of
grant of certificate of 97[***] registration.
1.A 98[***]
2. 99[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.
(aa) 100[***]
95 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011.Prior to
substitution it read as under:
"1. Every debenture trustee shall pay a sum of ten lakh rupees as registration fees at the time of the grant of
certificate by the Board.
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."
96 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".
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission paragraph 1A read as
under:
“1A. A debenture trustee referred to under sub-regulation (3) of regulation 8, shall pay fees for the remaining
period of two years on pro rata basis to the fee prescribed under paragraph 2.”
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph 2 read as
under:
“2. A debenture trustee who has been granted a certificate of permanent registration, to keep its registration in
force, shall pay fees of 99[nine] lakh rupees every three years from the sixth year from the date of grant of
certificate of initial registration, or from completion of the period of renewed certificate of registration, as the
case may be.”
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission paragraph 3(aa) read as
under:
“(aa) The fees referred to in paragraph 1A shall be paid by the debenture trustee within a period of three months
before completion of the period of three years from the date of grant of certificate of initial registration, or
within a period of three months from the date of notification of these regulations, as the case may be.”
Prior to the above, paragraph 3 (aa) was inserted by the SEBI (Debenture Trustees) (Amendment) Regulations,
2011, w.e.f. 5-7-2011.
101[(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.]
102[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.]
103[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.]
104[SCHEDULE
III
Regulations, 1993
[Regulation 16]
CODE OF CONDUCT
101 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:
“b) The fee referred to in paragraph 2 shall be paid by the Debenture Trustee three months before expiry of the
block for which fee has been paid.”
102 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:
“3A. The non-refundable fee payable along with an application for registration under sub-regulation (1A) of
regulation 3 or an application for 102[permanent registration under sub-regulation (1) or sub-regulation (2) of
regulation 8A] shall be a sum of 102[fifty] thousand rupees.”
Prior to the above paragraph 3A was inserted by the SEBI (Debenture Trustees) (Amendment) Regulations,
2006, w.e.f. 7-9-2006.
Also, the words “permanent registration under sub-regulation (1) or sub-regulation (2) of regulation 8A” were
substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2011, w.e.f. 5-7-2011 for the words
and figures "renewal of registration under sub-regulation (1A) of regulation 9"; and the words “fifty” were
substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f. 23-5-2014 for the words
"twenty five"
103 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:
“4. The fees specified in paragraphs 1, 2 and 3A shall be payable by the Debenture Trustees by way of direct
credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by a demand draft
in favour of “The Securities and Exchange Board of India” payable at Mumbai or at the respective regional
office.”
104 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. 29-5-
2001.
1. A Debenture Trustee shall make all efforts to protect the interest of debenture
holders.
2. A Debenture Trustee shall maintain high standards of integrity, dignity and
fairness in the conduct of its business.
3. A Debenture Trustee shall fulfill its obligations in a prompt, ethical and
professional manner.
4. A Debenture Trustee shall at all times exercise due diligence, ensure proper care
and exercise independent professional judgment.
5. A Debenture Trustee shall take all reasonable steps to establish the true and full
identity of each of its clients, and of each client’s financial situation and maintain
record of the same.
6. A Debenture Trustee shall ensure that any change in registration status/any penal
action taken by Board or any material change in financial position which may
adversely affect the interests of clients/debenture holders is promptly informed to the
clients and any business remaining outstanding is transferred to another registered
intermediary in accordance with any instructions of the affected clients.
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—
(a) inquiries from debenture holders are adequately dealt with;
(b) grievances of debenture holders are redressed in a timely and appropriate
manner;
(c) where a complaint is not remedied promptly, the debenture holder is advised of
any further steps which may be available to the debenture holder under the
regulatory system.
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.
(b) In case, an employee of the Debenture Trustee is rendering such advice, the
debenture trustee shall ensure that he discloses his interest, the interest of his
dependent family members and that of the employer, including their long or short
position in the said security, 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—
(i) creation of false market;
(ii) price rigging or manipulation;
(iii) passing of unpublished price sensitive information in respect of securities which
are listed and proposed to be listed in any stock exchange to any person or
intermediary.]
105[106[Schedule IV]
105 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:
Schedule IV
Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993
[Regulation 14]
CONTENTS OF TRUST DEED
Every debenture trustee shall ensure that the trust deed executed between a body corporate and debenture
trustee shall amongst other things provide for the following matters namely: —
Preamble
1. This section shall inter alia state the rights of the debenture holders and the manner in which these rights are
vested in the trustee.
Description of instruments
2. This section shall inter alia state the purpose of raising finance through debenture issue, description of
debentures as regards amount, tenure, interest/coupon rate, periodicity of payment, period for redemption,
options available, terms of conversion/redemption of the debentures in terms of the issue to the debenture
holders, debt equity ratio and debt service coverage ratio, if applicable.
Details of Charged Securities (Existing or future)
3. This section shall inter alia state the details regarding the following:
i. Nature of charge, examination of title.
ii. Rank of charge of assets viz. first, second, pari passu, residual etc.
iii. Charging of future assets.
iv. Time limit within which the future security for the issue of debentures shall be created as specified in SEBI
(Disclosure and Investor Protection) Guidelines, 2000.
v. Enforceability of securities, events under which security becomes enforceable.
vi. Obligation of company not to create further charge or encumbrance of the trust property without prior
approval of the trustee.
vii. Minimum security cover required.
viii. Provision for subsequent valuation.
ix. Circumstances when the security will become enforceable.
x. Method and mode of preservation of assets charged as security for debenture holders.
xi. Circumstances specifying when the security may be disposed of or leased out with the approval of
trustees.
xii. Procedure for allowing inspection of charged assets, books of account, by debenture trustee or any person
or persons authorised by it.
Events of defaults
4. This section shall clearly define the event of default which if occurs shall invite the actions by debenture
trustee. This section shall also contain the steps which shall be taken by debenture trustee in the event of
defaults.
Rights of debenture trustees
5. This section shall inter alia provide that:
i. Debenture trustee is entitled to inspect the registers of the company and to take copies and extracts
thereof;
ii. Debenture trustee has a right to appoint a nominee director.
Obligations of body corporates
6. This section shall inter alia state the following with respect to company’s duties:
1. to maintain Register of debenture holders with addresses with record of subsequent transfers and changes
of ownership.
2. to keep proper books of account open for inspection by debenture trustee.
3. to furnish whatever required information to debenture trustee including copies of reports, balance sheets,
profit and loss accounts etc.
4. to keep charged property/security adequately insured and in proper condition.
5. to permit debenture trustee to enter and inspect the state and condition of charged assets.
6. to pay all taxes, cesses, insurance premia with respect to charged property/security, on time.
7. to inform debenture trustee before declaring or distributing dividend.
8. to comply with all guidelines/directions issued by any Regulatory authority, with respect to the instant
debenture issue.
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.
16. obligation to inform debenture trustee about any change in nature and conduct of business by the body
corporate before such change.
17. 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.
7. Miscellaneous
a. Procedure for appointment and removal of trustee including appointment of new trustees.
b. Provision that the debenture trustee shall not relinquish from its assignment unless another debenture
trustee has been appointed.
c. Procedure to remove debenture trustee by debenture holders providing for removal on a resolution passed
by at least 75% of the total debenture holders of a body corporate.
d. Provisions for redressal of grievances of debenture holders.
Note: The debenture trustee may incorporate additional clauses, provided that the additional clauses do not
dilute or contravene the provisions of the above clauses.”
106 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.

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THE GAZETTE OF INDIA

SEBI/LE/12/93. In exercise of the powers conferred by section 30 of the

Short title and commencement.

(ac)“certificate” means a certificate of 4[5[***] registration granted] by the Board under

7[(ae) “Change in control” in case of a body corporate –

“(ae)“change in control”, in relation to a debenture trustee, means :—

10[(bb) “debenture trustee” means a trustee appointed in respect of any issue of

(c) “Form” means Forms specified in Schedule I;

reserves (excluding reserves created out of revaluation) reduced by the

trustees named therein for the benefit of the debenture holders;]

Application for grant of certificate 22[of 23[***] registration].

accompanied by a non-refundable application fee as specified in Schedule II.]

Furnishing of further information, clarification, etc.

Application to conform to the requirements.

qualification in law from an institution recognised by the Government;]

30[Criteria for fit and proper person

date of commencement of the Securities and Exchange Board of India

36[8. Grant of certificate of 37[***] registration.

unless it is suspended or cancelled by the Board.]

place in the information that was submitted, while seeking registration.]

Procedure where registration is not granted.

Payment of fees, and the consequences of failure to pay fees.

Obligation before appointment as debenture trustees.

of the subscription list for issue of debentures;

provisions of Companies Act, 2013, guidelines of other regulatory

Debenture Trustee not to act for an associate.

Provided that this requirement shall not be applicable in respect of

Obligation of the debenture trustees.

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

through e-voting, wherever applicable;

Maintenance of books of account, records, documents, etc.

Information to the Board.

Board’s right to inspect.

regulations are being complied with;]

Procedure for inspection.

Obligations of debenture trustee on inspection by the Board.

Submission of report to the Board.

26. to 32. 85[***]

POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

Exemption from enforcement of the regulations in special cases.

Explanation. — For the purposes of these regulations, "regulatory sandbox" means a

Securities and Exchange Board of India

Name of Applicant and its status

3. Details of infrastructural facilities:

I. In exercise of the powers conferred by sub-section (1) of section 12 of the

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