Reg.1 Short title and commencement.--

       (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.

Reg.2 Definitions.

       In these regulations, unless the context otherwise requires,--
       6[ (a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);"
       5 [1[(aa)] "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

Reg.3 Application for grant of certificate 6[of initial registration].

       (1) An application by a debenture trustee for grant of a certificate 4[of initial registration] shall be made to the Board in Form A.
       4[(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 (I), 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.
       
4. Inserted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2006, dated 07.09.2006.

Reg.4 Furnishing of further information, clarification, etc.

       (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.

Reg.5 Application to conform to the requirements.

       Subject to the provisions of sub-regulation (2) of regulation 3, any application, which is not complete in ail 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.
       

Reg.6 Consideration of application.

       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;
       1[(d) has in his employment at least one person who possesses the professional qualification in law from an institution recogn

Reg.6(a) 3[6A. Applicability of Securities and Exchange Board of India (Criteria for fit and proper person) Regulations, 2004.--

       The provisions of the Securities and Exchange Board of India (Criteria for fit and proper person) Regulations, 2004 shall, as for as may be, apply to all applicants or the debenture trustees under these regulations.]
3. Inserted by SEBI (Criteria for fit and proper person) Regulations, 2004 vide Notification No. GSR398(E) dated 10.03.2004

Reg.7 Eligibility for being debenture trustee.

       No person shall be entitled 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.
       

Reg.7(a) 2[7A. Capital Adequacy Requirement.--

       The capital adequacy requirement referred to in clause (g) of regulation 6 shall not be less than the net worth 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 net worth requirements within two years from the date of such commencement.]
2. Inserted by SEBI(Debenture Trustees) (Amendment) Regulations, 2003 w.e.f 04.07.2003.

Reg.8 7[8. Grant of certificate of initial registration.--

       (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 initial registration and grant a certificate in Form B.
       (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.
       (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,

Reg.8(a) 6[8A. 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

Reg.9 8[OMITTED]

       8. Omitted by the Securities And Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/13/21222 dated 05.07.2011 for the following :-
       "9. Renewal of certificate.
       (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.
(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."

Reg.9(a) 4[9A. Conditions of registration.--

       (1) Any 9[initial registration] granted under regulation 8 or any 10[permanent registration granted under regulation 8A] shall be subject to the following conditions, namely:-
       (a) where debenture trustee proposes 5[change in control], it shall obtain prior approval of the Board for continuing to act as such after the change;
       (b) it shall pay the fees for 11[initial registration or permanent registration], as the case may be, in the manner provided in these regulations;
       (c) it shall take adequate steps for redressal of grievances of the investors within one month 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;
    

Reg.9(b) 13[OMITTED]

       13. Omitted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/13/21222 dated 05.07.2011 for the following :-
       "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.]"

Reg.10 Procedure where registration is not granted.

       (1) Where an application for grant of a certificate 14[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.
       (2) The 15[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.
       (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.
       (4) On receipt of the application ma

Reg.11 16[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.]
       16. Substituted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/13/21222 dated 05.07.2011 for the following :-
       "11. Effect of refusal to grant certificate or renew certificate.
Any debenture trustee whose application for grant or renewa

Reg.12 Payment of fees, and the consequences of failure to pay fees.

       (1) Every applicant eligible for grant 17[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:
       Provided that Board may on sufficient cause being shown permit the debenture trustee lo pay such fees at any time before the expiry of six months from the date on which such fees become due.
       (2) Where a 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.
       
       17. Substituted by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/13/21222 dated 05.

Reg.13 Obligation before appointment as debenture trustees.

       No debenture trustee who has been granted a certificate under regulation 8 shall act as such in respect of each issue of debenture unless--
       1(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:--
       (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.
       ----------------------------------------
       1. Substituted by the SEBI (Debenture Trustees) (Second Amendment) Reg

Reg.13(a) 6[13A. 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 and the loan is not yet fully repaid or is proposing to lend money to the body corporate.
       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.]
       
  &

Reg.14 Obligation of the debenture trustees.

       Every debenture trustee shall amongst other matters accept the trust deed which contain the matters specified in Schedule IV to the regulations.
       

Reg.15 Duties of the debenture trustees.

       (1) It shall be the duty of every debenture trustee to--
       (a) call for periodical reports from the body corporate;
       7[***]
       (c) take possession of trust property in accordance with the provisions of the trust deed;
       (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) 8[ascertain and satisfy itself] that the--
      &nb

Reg.16 Code of conduct.

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

Reg.17 Maintenance of books of accounts, records, documents, etc.

       (1) Subject to the provisions of any law every debenture trustee shall keep and maintain proper books of accounts, records and documents, relating to the trusteeship functions for a period of not less than five financial years preceding the current financial year.
       (2) Every debenture trustee shall intimate to the Board, the place where the books of accounts, records and documents are maintained.

Reg.17(a) 5[Appointment of Compliance Officer.

       (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.
       10[(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.]
5 Inserted by SEBI (Investment Advice by Intermediaries) (Amendment) Regulation, 2001, w.e.f. 29-5-2001.

Reg.18 Information to the Board.

       (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.

Reg.19 Board's right to inspect.

       (1) Where it appears to the Board so 10 do, it may appoint one or more persons as inspecting authority to undertake the inspection of the books of accounts, 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;
       (b) that the provisions of the Companies Act, 1956, rules and regulations are being complied with;
       (c) to ascertain as to whether there exists any circumstances, which would render the debenture trustee ineligible for grant of registration or continuance thereof;

Reg.20 Procedure for inspection.

       (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.

Reg.21 Obligations of debenture trustee on inspection by the Board.

       (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 10 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.
   

Reg.22 Submission of report to the Board.

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

Reg.23 1[Action on inspection or investigation report.---

       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 the Securities and Exchange Board of India ( Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations,2002.]
       1Substituted by SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 w.e.f. 27.09.2002. Prior to substitution it read as under :
       23. Communication of findings, etc.
       (1) The Board shall after consideration of the inspection report communicate the findings to the debenture trustee to give it an opportunity of being heard before any action is taken by the Board on the findings of the inspecting authority.
     &nbs

Reg.24 Appointment of Auditor.

       Notwithstanding anything contained above ihe 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).
       

Reg.25 5[Liability for action in case of default.--

       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 the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002.
       6[***]
       
       ---------------------------------------
       5 Substituted by SEBI (Procedure for Holding Enquiry by Enquiry Officer and Impos

Sch.1 SCHEDULE I

       SCHEDULE I
       FORM A2
       SEBI (Debenture Trustees) Regulations, 1993
       (13[Regulation 3/ Regulation 8A])
       14[Application for Grant of Certificate of Initial/ Permanent 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;
       Instruction:--
       1. Applicants must submit a completed applicat

Sch.2 Schedule II

       Schedule II
       Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993
       (Regulation 12)
       Fees
       19[1. Every debenture trustee shall pay fees of thirteen lakh thirty three thousand and three hundred rupees at the time of grant of certificate of initial registration.
       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.
       2. A debenture trustee who has been granted a certificate of permanent registration, to keep its registration in force, shall pay fees of five lakh rupees every three years from the sixth year from

Sch.3 8[SCHEDULE III

       Securities and Exchange Board of India
       (Debenture Trustees) Regulations, 1993
       [Regulation 16]
       CODE OF CONDUCT
       1. A Debenture Trustee shall make all efforts to protect the interests 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 s

Sch.4 7[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; -
       1. Preamble
       This section shall inter-alia state the rights of the debenture holders and the manner in which these rights are vested in the trustee.
       2. Description of instruments
       This section shall inter-alia state the purpose of raising finance through debenture issue, description of debentures as regards amount, tenure,