SECURITIES
REGULATIONS, 1993
CONTENTS
CHAPTER I: PRELIMINARY
1. Short title and commencement
2. Definitions
2A. Power of the Board to issue
clarifications
CHAPTER II: REGISTRATION OF DEBENTURE TRUSTEE
3. Application for grant of
certificate
4. Furnishing of further
information, clarification, etc.
5. Application
to conform to the requirements
6. Consideration of application
7. Eligibility for being debenture
trustee
8. Procedure for registration
9. Renewal of certificate
10. Procedure where registration is not
granted
11. Effect of refusal to grant
certificate or renew certificate
12. Payment of fees and the consequences
of failure to pay fees
CHAPTER
13. Obligation before appointment as
debenture trustees
13A. Debenture Trustee not to act for an associate
14. Obligation of the debenture
trustees
15. Duties of the debenture trustees
17. Maintenance of books of accounts,
records, documents etc.
17A. Appointment of Compliance
Officer
CHAPTER IV: INSPECTION
19. Board's
right to inspect
20. Procedure
for inspection
21. Obligations
of debenture trustee on inspection by the Board
22. Submission
of report to the Board
23. Action on
inspection or investigation report
24. Appointment
of Auditor
CHAPTER V: PROCEDURE FOR ACTION IN
CASE OF DEFAULT
25. Liability for action in case of default
26. Suspension,
cancellation of certificate
27. Manner of order of suspension and cancellation of certificate
28. Manner of holding inquiry
29. Show
cause notice and order
30. Effect of suspension and
cancellation of certificate of debenture trustee
31. Publication
of order of suspension or cancellation
32. Appeal
to the Securities Appellate Tribunal
SCHEDULE I:
SCHEDULE II: FEES
SCHEDULE
SCHEDULE IV: CONTENTS OF TRUST DEED
THE GAZETTE OF
EXTRAORDINARY
PART
PUBLISHED BY AUTHORITY
NOTIFICATION
THE 29TH
SECURITIES AND EXCHANGE BOARD OF
(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][[3][(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 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;]
[4][ (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);
(ac) “certificate” means a certificate of
registration granted or renewed by the Board under these regulations;
(ad) “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;
(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 within the meaning of regulation 12 of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997;
(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;]
[5][(b)] “Companies
Act” means the Companies Act, 1956 (1 of 1956);
[6][(ba)
“debenture” means a debenture within
the meaning of sub-section (12) of section 2 of the Companies Act, 1956 (1 of
1956);
(bb)
“debenture trustee” means a trustee of
a trust deed for securing any issue of debentures of a body corporate;]
[7][***]
(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;
(e) “insurance company”
means a company as defined in clause (21)
of section 2 of the Companies Act;
[8][(ea) “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;]
[9][(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;]
(f) “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) [10][***]
(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);
[11][(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;]
(j)all other words and expressions used in these
regulations but not defined, and defined in the Act [12][***]
shall have the meanings respectively assigned to them in the Act [13][***].
[14][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.
3. (1) An application by a debenture trustee for
grant of a certificate shall be made to the Board in Form A.
[15][(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.
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;
[16][(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 ;
[17][(f) is a fit and proper person;]
[18][(g) fulfills
the capital adequacy requirements specified in regulation 7A.]
[19][ 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
Regulations, 2008.]
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.
[20][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.]
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.
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.
[21] [(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.
[22] [Conditions of registration.
9A.(1) Any registration granted under regulation
8 or any renewal granted under regulation 9 shall be subject to the following
conditions, namely :—
(a) where debenture trustee
proposes to change its status or constitution, it shall obtain prior approval
of the Board for continuing to act as such after the change;
(b) it shall pay the fees for
registration or renewal, 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;
(d) it shall maintain capital
adequacy requirements specified in regulation 7A at all times during the period
of the certificate or renewal thereof;
(e) it shall abide by the
regulations made under the Act in respect of the activities carried on by it as
a debenture trustee.
(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.
Time period for disposal of
application and period of validity of certificate.
9B. (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.]
Procedure where registration is
not granted.
10. (1) Where an application for grant of a
certificate under regulation 3 or of renewal under regulation 9 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 refusal to grant or renew
the certificate 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
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.
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.
Payment of fees, and the consequences of failure to pay fees.
12. (1) Every applicant eligible for grant or
renewal of a certificate 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—
[23]
[(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.]
Debenture Trustee not to act
for an associate.
13A. [24][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.]
Obligation of the debenture trustees.
14. Every debenture trustee shall amongst other
matters accept the trust deeds which contain the matters specified in Schedule
IV to the regulations.
Duties of the debenture trustees.
15. (1) It shall be the duty of every debenture
trustee to—
(a) call for periodical reports from the body
corporate;
(b) [25]
[***]
(c) take possession of trust property in
accordance with the provisions of the trust deed;
[26][(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) [27]
[ascertain and satisfy itself] that the—
[28][(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;
[29][(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;
[30][(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.]
[31] [(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;
(c) 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.]
(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 or which in the opinion of the debenture trustees affects
the interest of the debenture holders.
[32] [(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.]
Code of Conduct.
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. (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.
(2) Every debenture trustee shall
intimate to the Board, the place where the books of account, records and
documents are maintained.
[33][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.]
[34][(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.]
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
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;
(b) that the provisions of the Companies Act,
1956, 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.
(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.
[35][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 [36] [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
[37][Liability for action in case of default.
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 [38]
[Chapter V of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008]]
26. to 32. [39][***]
Schedule I
Forms
[40] [FORM A
Securities and Exchange Board of
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(Debenture Trustees) Regulations, 1993 |
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[Regulation
3] |
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Application
for Registration as Debenture Trustee |
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Name of Applicant and its status .................................................................................... |
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(For status see regulation 7) |
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Name and Designation of Principal Officer
……………………………………. |
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Designation.................................................................... |
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Telephone No.
.............................................................. |
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E-mail................................................................................ |
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Instructions:—
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1. Applicants must submit a completed
application form together with supporting documents to the Securities and
Exchange Board of India.
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3. Information which needs to be supplied in
more detail may be written on separate sheets which should be attached to the
application form. |
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2. All columns of the application should be
filled in. In case a column is not relevant then “not applicable” should be
specified.
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4. Original copy of form duly signed should be
submitted for registration. |
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Part I |
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General Information
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1. Applicant’s details
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1.1 Name of the applicant:
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1.2 Address of the applicant:
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Pin code:
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Telephone No.: |
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Telex No.:
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Fax No.: |
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E-mail:
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1.3 Address of the applicant for correspondence:
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Pin code:
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Telephone No.: |
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Telex No:
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Fax No.: |
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E-mail:
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Name of the Compliance Officer:
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Designation:
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Telephone: |
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1.4 Address of branch offices (in |
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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: |
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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: |
||
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|
|
|
|
Name of the company/ concern |
Category registered |
Any warning given/penal action taken/investigation/enquiry
initiated/pending |
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|
|
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 year of
current year |
preceding year |
Current year
(Rs. in lakhs) |
|
|
|
|
(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: |
Additional information sheet:
(in case of application for renewal of 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.
3.3. 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.
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.]
Form B
Securities and Exchange Board of
Regulations, 1993
[Regulation
8]
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........
III. Unless renewed, the
certificate of registration is valid from....to....
|
Place |
By Order |
|
Date |
For and on
behalf of |
|
|
Securities
and Exchange Board of |
|
|
Authorised
Signatory. |
SCHEDULE II
Securities and Exchange Board of
Regulations, 1993
[Regulation
12]
Fees
[41][1. Every debenture trustee shall pay a sum of
[42][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 [43][five lakh rupees]
every three years from the fourth year from the date of initial registration.
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.
(b) The fee referred to in paragraph 2 shall be paid by the
debenture trustee within fifteen days of receipt of intimation from the Board
disposing of the application for renewal made under sub-regulation (1) of
regulation 9.
[44][3A. The non-refundable fee
payable along with an application for registration under sub-regulation (1A) of
regulation 3 or an application for renewal of registration under sub-regulation
(1A) of regulation 9 shall be a sum of twenty five thousand rupees.]
4. The fees specified in
paragraphs [45][1, 2 and 3A] shall be payable
by the Debenture Trustees by a demand draft in favour of “The Securities and
Exchange Board of India” payable at Mumbai or at the respective regional office.]
[46] [SCHEDULE III
Securities and Exchange Board of
Regulations, 1993
[Regulation
16]
Code of Conduct
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.]
[47][Schedule IV
Securities and Exchange Board of
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.]
[1] Inserted
by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.,
[2] Inserted
by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000,w.e.f.,
[3] Clause (a)
renumbered as clause (aa) by the SEBI
(Debenture Trustees) (Amendment) Regulations, 2006,
w.e.f.
[4] Inserted
by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[5]
Clause (aa) renumbered as clause (b) by the SEBI
(Debenture Trustee) (Amendment) Regulations, 2006,
dated
Amendment) Regulations, 2000, w.e.f,
[6]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[7] Omitted
by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty)
Regulations, 2002, w.e.f.
[8] Inserted
by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[9] Inserted by the SEBI (Debenture Trustees)(Amendment) Regulations, 2003, w.e.f.4-7-2003.
[10] Omitted by the SEBI (Debenture
Trustees) (Amendment) Regulations, 2006, w.e.f.
Prior to its omission, clause (h) read
as under:‑
“(h) “rules” means Securities and Exchange Board of India (Debenture Trustees) Rules, 1993;”
[11]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[12] Words
“and the rules” omitted by the SEBI (Debenture Trustees) (Amendment)
Regulations, 2006, w.e.f.
[13] Words
“or the Rules, as the case may be” omitted by the SEBI (Debenture Trustees)
(Amendment)
Regulations, 2006, w.e.f.
[14]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f.
[15]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[16]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003,
w.e.f.
“(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. ”
[17]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 1998, w.e.f.
[18]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f.
[19]
Substituted by the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008, w.e.f.
“Applicability of Securities and
Exchange Board of
proper
person) Regulations, 2004.
6A. The provisions of the Securities and Exchange Board of India (Criteria for fit and proper Person) Regulations, 2004 shall, as far as may be, apply to all applicants or the debenture trustees under these regulations”
[20]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f.
[21]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[22]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[23]
Substituted for the following clauses (a) and (b) the SEBI (Debenture Trustees)
(Second Amendment)
Regulations, 2000, w.e.f
“(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.”
[24]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003,
w.e.f.
regulation 13A was inserted by the SEBI
(Debenture Trustees) (Second Amendment) Regulations, 2000,
w.e.f.
“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.”
[25] Omitted
by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f
“ (b) inspect books of accounts, records, registers of the body corporate and the trust property to the extent necessary for discharging his obligations;”
[26]
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.
[27]
Substituted for “ensure” by the SEBI (Debenture Trustees) (Amendment)
Regulations, 2003, w.e.f.
[28]
Substituted for the following sub-clause (i) of
clause (g) by the SEBI (Debenture Trustees) (Second Amendment) Regulations,
2000, w.e.f.
“(i) refund monies due to the applicants applying for the debentures have been paid in accordance with the Companies Act and the listing agreement of the stock exchange on which the debentures of the company are listed;”
[29]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003,
w.e.f.
“(h) exercise due diligence to ascertain whether or not the assets of the body corporate which are available by way of security or otherwise are sufficient or are likely to be or become sufficient to discharge the claims of debenture holders as and when they become due.”
[30]
Inserted by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000,
w.e.f,
[31]
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.
[32]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f,
[33]
Inserted by the SEBI (Investment Advice by Intermediaries)(Amendment)
Regulations, 2001, w.e.f. 29-5-
2001
[34]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f,
[35]
Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and
Imposing Penalty)
Regulations, 2002, w.e.f.
[36]
Substituted by the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008, w.e.f.
[37]
Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty)
Regulations, 2002, w.e.f.
[38]
Substituted by the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008, w.e.f.
[39]Regulations
26 to 32 were omitted, ibid. Earlier
regulation 32 was amended by SEBI (Appeal to
Securities Appellate
Tribunal)(Amendment) Regulations,
2000, w.e.f.
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.”
[40]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2000,
w.e.f
[41]
Substituted by SEBI (Debenture Trustees) (Amendment) Regulations, 1999, w.e.f.
para 4 was
substituted by SEBI (Payment of Fees) (Amendment) Regulations, 1995, w.e.f.
[42]
Substituted for “five” by the SEBI (Debenture Trustees) (Amendment)
Regulations, 2006, w.e.f. 7-9-
2006.
[43]
Substituted for “2.5” by the SEBI (Debenture Trustees) (Amendment) Regulations,
2006, w.e.f.
[44]
Inserted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2006, w.e.f.
[45]
Substituted for “1 and 2” by the SEBI (Debenture Trustees) (Amendment) Regulations,
2006, w.e.f. 7-9-
2006.
[46]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003,
w.e.f
it was amended by the SEBI (Investment
Advice by Intermediaries) (Amendment) Regulations, 2001,
w.e.f.
[47]
Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003,
w.e.f.