Regulation 18 - Trust Deed - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021

Trust Deed 18. (1) The issuer and the debenture trustee shall execute the trust deed within such timelines as may be specified by the Board. (2) 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 or such other rate, as specified by the Board to the holder of debt securities, over and above the agreed coupon rate, till the execution of the trust deed. (3) A clause stipulating the requirement under sub-regulation (2) shall form part of the Trust Deed and also be disclosed in the Offer Document. (4) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as provided under Section 71 of the Companies Act, 2013 (18 of 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. (5) The trust deed shall not contain any clause which has the effect of: (a) limiting or extinguishing the obligations and liabilities of the debenture trustees or the issuer in relation to any rights or interests of the holders of the debt securities; (b) limiting or restricting or waiving the provisions of the Act, these regulations and circulars or guidelines issued by the Board; (c) indemnifying the debenture trustees or the issuer for loss or damage caused by their act of negligence or commission or omission. (6) The trust deed shall contain the issuer s bank details from which it proposes to pay the interest and redemption amount of the debt securities and the issuer shall pre-authorise the debenture trustee(s) at the time of executing the trust deed to allow the debenture trustee to seek information about interest payment and redemption payment from such bank. 1 [ (6A) The trust deed shall contain a provision, mandating the issuer to appoint the person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) of regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 , as a director on its Board of Directors at the earliest and not later than one month from the date of receipt of nomination from the debenture trustee(s): Provided that an issuer whose debt securities are listed as on the date of publication of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 in the official gazette, shall amend the trust deed to incorporate the above provision on or before September 30, 2023. ] (7) The trust deed shall also contain such other particulars as may be specified by the Board. ************ NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/119 dated 02-02-2023