Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000 - SEBI - DT CIRCULAR NO.3(1999-2000)

SECURITIES AND EXCHANGE BOARD OF INDIA PRIMARY MARKET DEPARTMENT GROUND FLOOR, MITTAL COURT, `A WING NARIMAN POINT, MUMBAI 400 021. Tel : 2850451 2850456 Fax : 2045633 DT CIRCULAR NO.3(1999-2000) March 14, 2000 TO ALL REGISTERED DEBENTURE TRUSTEES Dear Sirs, Sub : Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000 SEBI has amended the Form A of Schedule I of the SEBI (Debenture Trustees) Regulations, 1993. This change was notified in the government gazette dated 17 February, 2000. Hence forth, all applicants desiring to seek registration/renewal to act as Debenture Trustees are required to apply as per the amended Form A of the SEBI (Debenture Trustees)(Amendment) Regulations, 2000. Please find enclosed a copy of the government gazette. Please acknowledge the recipt. Yours faithfully, P.R. RAMESH Division Chief SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 17th February, 2000 SECURITIES AND EXCHANGE BOARD OF INDIA (DEBENTURE TRUSTEE)(AMENDMENT) REGULATIONS, 2000 S.O. 135(E) In exercise of the powers conferred by sub-section (1) of Section 30 of the Securities and Exchange Board of India, Act, 1992 (15 of 1992) the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, namely : 1.(1) These Regulations may be called the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000. 1. They shall come into force on the day of their publication in the Official Gazette. II.(1) In Schedule 1, for Form A, the following new Form A shall be substituted, namely : SCHEDULE I FORM A SECURITIES AND EXCHANGE BOARD OF INDIA (DEBENTURE TRUSTEES) REGULATIONS, 1993 ( REGULATION 3 ) APPLICATION FOR REGISTRATION AS DEBENTURE TRUSTEE NAME OF APPLICANT AND ITS STATUS (For status see regulation 7) NAME AND DESIGNATION OF PRINCIPAL OFFICER DESIGNATION TELEPHONE NO. EMAIL INSTRUCTIONS:- 1. Applicants must submit a completed application form together with supporting documents to the Securities and Exchange Board of India. 2. All columns of the application should be filled in. In case a column is not relevant then not applicable should be specified 3. Information which needs to be supplied in more details may be written on separate sheets which should be attached to the application form. Original copy of form duly signed should be submitted for registration. PART - I GENERAL INFORMATION 1. APPLICANT S DETAILS 1.1 Name of the applicant : 1.2 Address of applicant : Pin code : Telephone No : Telex No : Fax No : Email: 1.3 Address of the applicant for correspondence Pin code : Telephone No : Telex No : Fax No : Email : 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 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/ Concern Category registered , SEBI Regn. No. Any warning given/ penal action taken/ investigation/ enquiry 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 share holders (holding 5% or more voting rights) and percentage of their shareholdings. 3.0 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 Fixtures, other communication facilities etc.) (For point no. 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 (Rs. In lakhs) Year prior to the preceeding year of current year Preceeding year 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 Machinery and office equipment (c) Investments (Details should be given separately) (d) Others 6.0 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 over-all system of handling complaints,). 7.4 Details of any personnel experienced 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 therefore. 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 carryout 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 offense involving moral turpitude or been found guilty of any economic offense (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 THE APPLICANT NAME OF THE 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 Trustee) Rules and Regulations and the guidelines issued by SEBI from time to time. 3. Whether any of 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. Whether any investigation/ enquiry has been initiated/ is pending against the applicant. 5. Whether the applicant has submitted all the quarterly reports. 6. Any warning given/penal action taken against the applicant. 7. Whether the applicant has paid the fees due to SEBI in the last 3 years. Give details of payment. 8. Details of public/rights issue for which the applicant acted as Trustees in the last 3 years. 9. In case of any defaults, specifically state the action the applicant has taken to protect the interest of 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 Whether the applicant has obtained auditors certificate for end-use of funds for all public/rights issues. 10. Investor grievances relating to the debentures of companies for which the applicant acted as debenture trustees. 11. Investor grievances relating to the debentures of companies for which the applicant acted as debenture trustees. [F.No.SEBI/LE/3032/2000] D.R. MEHTA, Chairman Foot Note : 1. The principal Regulation was notified in the Gazette of India on December 29, 1993 vide S.O. No. SEBI/LE/12/93. 2. Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 was subsequently amended. a. on January 5, 1998 by the Securiites and Exchange Board of India (Debenture Trustees)(Amendment) Regulations, 1998 vide S.O. No.16(E) b. on September 30, 1999 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 1999 vide S.O. No.795(E)