Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2000. - S.O. No.743(E) - SEBI/LE/12551/2000 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8th August 2000 S.O. 743(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 Securities and Exchange Board of India hereby makes the following regulations namely:- I (i) These regulations may be called the Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2000. (ii) They shall come into force on the date of their publication in the Official Gazette. II In Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (hereinafter referred to as regulations ) 1) In regulation 2, (a) the existing clause (a) shall be renumbered as clause (aa). (b) the following clause shall be inserted namely :- (a) 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. 2) In Regulation 13, clauses (a) and (b) shall be substituted by the following clauses, namely:- (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) mat 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. 3) After regulation 13, the following regulation shall be inserted, namely:- Debenture Trustee not to act for an associate 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 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 mis-regulation within two years from the commencement of these Regulations. 4) In regulation 15, in sub-regulation (1), (a) in clause (g), the existing sub-clause (i) shall be substituted by the following, namely: (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 Registrar of Companies. (b) after clause (1), the following sub-clauses shall be inserted, namely:- (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; of 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 . 5) In Schedule IV, for clause (b), the following clause shall be substituted: (b) time limit for creation of the security for issue of debentures as specified in Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000. [F. No. SEBI/LE/12551/2000] D. R. MEHTA, Chairman Footnote: 1. Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the principal regulation, was published in the Gazette of India on December 29, 1993, vide No. SEBI/LE/12/93. 2. It was subsequently amended - (a) on November 28, 1995 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 1995 vide S.O. No. 939 (E). (b) on January 5, 1998 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations. 1998 vide S.O. No. 16 (E). (c) on September 30,1999 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 1999 vide S.O. No. 795(E). (d) on February 17, 2000 by Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000 vide S.O. No.l35(E). (e) on May 28, 2000 by Securities and Exchange Board of India (Appeal to Securities Appellate Tribunal) (Amendment) Regulations, 2000 vide S.O. No. 278(E). SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8th August 2000 Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2000 S.O. 743(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 Securities and Exchange Board of India hereby makes the following regulations namely:- I (i) These regulations may be called the Securities and Exchange Board of India (Debenture Trustees) (Second Amendment) Regulations, 2000. (ii) They shall come into force on the date of their publication in the Official Gazette. II In Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (hereinafter referred to as regulations ) 1) In regulation 2, (a) the existing clause (a) shall be renumbered as clause (aa). (b) the following clause shall be inserted namely :- (a) 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. 2) In Regulation 13, clauses (a) and (b) shall be substituted by the following clauses, namely:- (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) mat 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. 3) After regulation 13, the following regulation shall be inserted, namely:- Debenture Trustee not to act for an associate 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 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 mis regulation within two years from the commencement of these Regulations. 4) In regulation 15, in sub-regulation (1), (a) in clause (g), the existing sub-clause (i) shall be substituted by the following, namely: (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 Registrar of Companies. (b) after clause (1), the following sub-clauses shall be inserted, namely:- (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; of 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 . 5) In Schedule IV, for clause (b), the following clause shall be substituted: (b) time limit for creation of the security for issue of debentures as specified in Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000. [F. No. SEBI/LE/12551/2000] D. R. MEHTA, Chairman Footnote: 1. Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the principal regulation, was published in the Gazette of India on December 29, 1993, vide No. SEBI/LE/12/93. 2. It was subsequently amended - (a) on November 28, 1995 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 1995 vide S.O. No. 939 (E). (b) on January 5, 1998 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations. 1998 vide S.O. No. 16 (E). (c) on September 30,1999 by the Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 1999 vide S.O. No. 795(E). (d) on February 17, 2000 by Securities and Exchange Board of India (Debenture Trustees) (Amendment) Regulations, 2000 vide S.O. No.l35(E). (e) on May 28, 2000 by Securities and Exchange Board of India (Appeal to Securities Appellate Tribunal) (Amendment) Regulations, 2000 vide S.O. No. 278(E).