Regulation 15 - Trust Deed - Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

Trust Deed 15. (1) A trust deed for securing the issue of debt securities shall be executed by the issuer in favour of the debenture trustee within three months of the closure of the issue. 1 [ (1A) Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1), without prejudice to any liability arising on account of violation of the provisions of the Act and these Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed. (1B) A clause stipulating the requirement under sub-regulation (1A) shall form part of the Trust Deed and also be disclosed in the Offer Document. ] 2 [ (2) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as prescribed under section 71 of Companies Act, 2013 and Form No. SH.12 of 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. ] (3) The trust deed shall not contain a clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the debenture trustees or the issuer in relation to any rights or interests of the investors; (ii) limiting or restricting or waiving the provisions of the Act , these regulations and circulars or guidelines issued by the Board; (iii). indemnifying the debenture trustees or the issuer for loss or damage caused by their act of negligence or commission or omission. ************ NOTES:- 1. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/13 dated 07-05-2019 2. Substituted vide Notification No. SEBI/ LAD-NRO/GN/2020/35 dated 08-10-2020 before it was read as (2) The trust deed shall contain such clauses as may be prescribed under section 117A of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.