A Guide to the SEBI Master Circular for Debenture Trustees

A Guide to the SEBI Master Circular for Debenture Trustees

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The Securities and Exchange Board of India (SEBI) has issued the Master Circular for Debenture Trustees in order to compile all the existing and applicable circulars on the topic for easy accessibility.

Brief History of the Master Circular

The Master Circular for Debenture Trustees has been issued vide Master Circular No. SEBI/HO/MIRSD/DOP2/CIR/P/2018/0000000063 DATED 09/04/2018.

List of Circulars Compiled

  • Circular No. SEBI/MIRSD/DR-2/SRP/Cir – 2/ 2005 dated January 4, 2005.
  • Circular No. MIRSD/DPS III//Cir-01/07 dated January 22, 2007.
  • Circular No. MIRSD/ DPSIII/ Cir-21/ 08 dated July 7, 2008.
  • Circular No. CIR/ISD/1/2011dated March 23, 2011.
  • Circular No. CIR/ISD/2/2011 dated March 24, 2011.
  • Circular CIR/MIRSD/14/2011 dated August 02, 2011
  • Circular No. CIR/MIRSD/24/2011dated December 15, 2011.
  • Circular No. CIR/MIRSD/25/2011 dated December 19, 2011.
  • Circular No. CIR/MIRSD/3/2013 dated March 15, 2013.
  • Circular No. CIR/ MIRSD/ 5/ 2013 dated August 27, 2013
  • Circular No. CIR/IMD/DF/17/2013 dated October 22, 2013.
  • Circular No. CIR/MIRSD/3/2014 dated August 28, 2014
  • Circular No. CIR/ OIAE/ 1/ 2014 dated Dec 18, 2014.
  • Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017.
  • Circular SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017
  • Circular No. SEBI/HO/MIRSD/MIRSD3/CIR/P/2017/ 72 dated June 30, 2017.

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Securities and Exchange Board of India Master Circular for Debenture Trustees


1. Terms of Registration

  1. SEBI has decided to operationalize SEBI Intermediary Portal (https://siportal.sebi.gov.in) for the SEBI registered Debenture Trustees to submit all the registration applications online. The SEBI Intermediary Portal includes online application for registration, processing of application, grant of final registration, application for surrender / cancellation, submission of periodical reports, requests for change of name/ address and other relevant details. 
  2. The SEBI Intermediary Portal has been made operational for Debenture Trustees.
  3. All applications for registration/ surrender/other requests from the commencement of this Master Circular will have to be made through the SEBI Intermediary Portal only. The applicants will be separately required to submit relevant documents such as declarations/ undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration.
  4. SEBI has notified the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 to enable digital mode of payment (RTGS/NEFT/IMPS) of fees/penalties/remittance and other payments. Pursuant to this, SEBI has been receiving direct credit of amounts from various intermediaries / other entities.
  5. In order to identify and account such direct credit in the SEBI account, it has been decided that Debenture Trustees will have to provide information as mentioned in the Annexure to SEBI given below, once the payment is made-
DateDepartment of SEBIName of Intermediary/ Other EntitiesType of IntermediarySEBI Registration Number (If any)
PANAmount in (INR )Purpose of Payment (including the period for which payment was made e.g. quarterly, annually)
Bank name and Account number from which payment is remitted
UTR No.
  1. Debenture Trustees are required to obtain prior approval of SEBI in case of change in control. With a view to expedite the process of granting prior approval, SEBI has adopted a single window clearance at SEBI for the Debenture Trustees in case they have multiple registrations with SEBI. Therefore, in case a Debenture Trustee holds multiple registrations with SEBI, it shall only make 1 application to SEBI addressed to the Chief General Manager, MIRSD, SEBI accompanied by details and information about itself, the acquirer and the directors/ partners of the acquirer which include details of any application made in the past to SEBI seeking registration in any capacity which was not granted, details and status of action initiated or taken under the Securities Contracts (Regulation) Act or the SEBI Act, 1992 or rules and regulations made thereunder, details of confirmation by acquirer that it shall honour all past liabilities and obligations of the applicant, details and status of any pending investor complaint, details of litigation, details that all fees due to SEBI have been paid, details confirming that there will not be any change in the Board of Directors till the time approval is granted and details which confirm that the incumbent will inform all its existing investors and clients in order to enable them to take informed decision in respect of their continuance or otherwise with the entity with new management. Further, in case the incumbent is a registered stock broker or depository participant, in addition to the above, it has to obtain approval by No Objection Certificate from all the Stock Exchanges or Depositories, where the incumbent is a member or Depository Participant and forward a self-attested copy of the same to SEBI.
  2. The prior approval granted by SEBI is valid for a period of 180 days from the date of communication.
  3. If a Debenture Trustee wishes to surrender the registration voluntarily, it has to transfer, wherever relevant, it’s existing business/ client accounts to another SEBI registered Debenture Trustee before they make a request to SEBI for accepting the surrender of the certificate of registration. In all cases of transfer of business or client accounts to another registered Debenture Trustee, the clients are not subject to any additional cost.
  4. SEBI has been communicating with the Debenture Trustees through circulars, letters, directions, etc. In order to facilitate the issuance of digitally signed circulars, Debenture Trustees are required to create a designated email ID for regulatory communications. This email ID has to be an exclusive email ID only for the above purpose and should not be used for personal uses. The designated e-mail ID has to be communicated to SEBI by emailing a file to intermediary@sebi.gov.in, in excel file including the name of the file where the subject of the email specifies the type of intermediary and the name of the intermediary. The email should also contain the name, address, category, registration number, designated email ID and name of the compliance officer.

2. Obligations, Disclosures and Reporting Requirements

  1. Any clauses in the Trust Deed that limit or extinguish the obligations of Debenture Trustees in relation to any rights or interests of investors or are in conflict with the provisions of any regulations are not applicable and have to be treated as null and void.
  2. SEBI (Debenture Trustee) Regulations, 1993 require the Debenture Trustees to share information regarding the issuer companies that are their clients with Credit Rating Agencies. The purpose of the regulations is to enable Credit Rating Agencies to perform their obligations effectively. Debenture Trustees and Credit Rating Agencies have to share information with each other as specified in the Annexure given below. Debenture Trustees and Credit Rating Agencies have to share other information from time to time in respect of issues and issuer companies which would help them in effective discharge of their duties.
Information to be Shared by Credit Rating Agencies to Debenture Trustees
Information to be Shared by Debenture Trustees to Credit Rating Agencies
1. Rating assigned or revised for debt securities along with the rationale for the same.

2. Press release, outstanding ratings in respect of debt securities.

3. Non-cooperation by the issuers with respect to sharing necessary information for monitoring the credit quality of the rated instrument with Credit Rating Agencies.

4. Press release and separate communication to the Debenture Trustee on withdrawal of rating post redemption of the entire amount due.
1. Whether the asset in respect of which security has been created is free from any encumbrance and adequate to ensure asset cover for the debentures or if there is any breach of the terms of creation of the security. This information has to be shared on a half yearly basis.

2. Funds transferred to Debenture Redemption Reserve (DRR), depletion of the DRR /invocation of guarantee which could affect the payment of debenture obligations. This information has to be shared annually.

3. Details of redemption of the issue.

4. Any default committed including the default in payment of interest or redemption of debentures or delay in creation of security.

5. Any change or restructuring of the terms of the issue.

6. Periodic reports from lead banks about the progress of the project for which funds have been raised through debentures and certificate from issuer’s auditors in respect of utilisation of funds.

7. Details of grievances filed by debenture-holders and action taken to resolve them.

8. Non-cooperation by the issuer with respect to furnishing required reports/ certificates/ information. Information pertaining to points 3 to 8 have to be shared as and when available.
  1. Debenture Trustees have to possess adequate systems to ascertain the status of payment of interest/ principal by issuer companies on due dates in a timely manner and efficiently share such information with the Credit Rating Agencies. In addition to the above, Debenture Trustees also have to ascertain the status of payment by the issuer company on the due dates from various sources available at their disposal which include the websites of stock exchange and issuer company, debenture holders and quarterly reports submitted by issuer companies.
  2. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 require the listed entity to submit a certificate to the stock exchange within 2 days of the interest or principal of the listed debt securities becoming due that it has made timely payment and the Debenture Trustee Regulations mandate the Debenture Trustees to exercise due diligence to ensure compliance by the body corporate, with the provisions of the Companies Act, 2013.
  3. The Debenture Trustee Regulations also mandate that the Debenture Trustees cannot make untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board and adequate disclosures have to be made to the debenture holders, in a comprehensible and timely manner so as to enable them to make a balanced and informed decision.
  4. If no information regarding payment by issuer company is received by the Debenture Trustees by due date or such information is not disclosed by the issuer company on the stock exchange website, then, the Debenture Trustees have to make a reference to SEBI accordingly and disclose the non-availability of such information on their website. Failure to make such reference to SEBI in this regard and non-disclosure on its website will be considered as aiding and abetting the issuer company in suppression of material information and may attract provisions of the SEBI Act, 1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.
  5. The Debenture Trustees have to disclose the information to the investors and the general public by issuing a press release regarding default by the issuer company to pay interest on debentures or redemption amount, failure to create a charge on the assets and revision of rating assigned to the debentures. Further, such information also has to be placed on the website of the Debenture Trustee, the issuer company and the stock exchanges. Such actions have to be taken by the Debenture Trustee promptly and in any case not later than the next day of the occurrence of such events.
  6. The Debenture Trustees are required to furnish Half Yearly Report to SEBI in the format prescribed in the Master Circular (one file in pdf format and the other in excel format). The Compliance Officer of the Debenture Trustee has to send the report to SEBI at dt@sebi.gov.in on a half yearly basis within 3 months of the expiry of the corresponding half year. The Board of Directors of Debenture Trustee have to review the report and record its observations on the deficiencies, non-compliances and corrective measures initiated to avoid such instances in future.

3. Format of Half Yearly Report as Prescribed under the Master Circular

ANNEXURE – FORMAT OF HALF – YEARLY REPORT

REPORT OF DEBENTURE TRUSTEES FOR THE HALF YEAR ENDED MARCH/ SEPTEMBER 20..

NAME:
REGISTRATION NO.:
DATE OF REGISTRATION (in dd/mm/yy)

SECTION I: ACTIVITIES

A. Details of Debenture Issues (Public (P) / Rights (R)/ Privately Placed Listed (PPL) / Privately Placed Unlisted (PPUL)

TypeNo. of debenture issues accepted during the half year ended March / Sep 20..Cumulative No. of debenture issues handled up to the half year ended March / Sep 20..Size (in INR crores) of debenture issues accepted during the half year ended March / Sep 20..Cumulative Size (in INR crores) of debenture issues handled up to the half year ended March / Sep 20..
Public
Rights
Privately Placed List
Privately Placed Unlisted
Total

B. Activities other than debenture trusteeship

Activity TypeDescription of the ActivityNumber of Clients

Name of Compliance Officer

Email ID

Name of the Debenture Trustee
Section II – REDRESSAL OF INVESTOR GRIEVANCES

For the Half – year ended Mar/ Sep 20…

A. Status of Investor grievances

Name of the issuer (tranche wise)Pending complaints at the end of the previous half yearNo. of complaints received during the half yearNo. of complaints resolved during the half yearNo of complaints pending at the end of half year

B. Details of the complaints pending for more than 30 days

Name of the IssuerNo. of complaints pending for more than 30 daysNatureof theComplaint(s)Steps taken for RedressalStatus of the complaint (if redressed, date of redressal)
Delay in payment of interestDelay in payment of redemptionAny other

Name of Compliance Officer

Email ID

Section III–DEFAULT DETAILS

Information regarding default by the Issuer Companies in Public (P) / Rights (R) / Privately Placed Listed (PPL) Issues of Debentures up to the half year ended March/September 20..

Name of the IssuerSecured/ UnsecuredType (P/R/PPL)Issue Size (in INR crores)Type of DefaultDetails of action taken

Type of Default

  1. Non-payment of interest
  2. Non-payment of redemption
  3. Delay in payment of interest/redemption
  4. Any other (like non-creation of security).

Name of Compliance Officer

Email ID

Section IV–COMPLIANCE 

COMPLIANCE CERTIFICATE FOR THE HALF YEAR ENDED SEPTEMBER / MARCH 20..

A. No conflict of interests with other activities

The activities other than debenture trusteeship performed by DT are not in conflict with DT activities and appropriate systems and policies have been put in place to protect the interests of debenture holders.

B. Change in status or constitution

Reporting of ‘changes in status or constitution’ of DT (In terms of SEBI Circular No. CIR/MIRSD/10/2011 dated June 20, 2011)

C. Other Information

  1. Details of arrest / conviction of key officials of DT
  2. Details of prosecution cases or criminal complaints filed by investors against the DT
  3. Details of any fraudulent activity by the employees associated with DT activities and action taken by the DT
  4. Details of conviction of any offence involving moral turpitude or any economic offence by employees of DT
  5. Action taken by the DT on the above issues

D. Compliance with registration requirements

  1. Certified that the requirements specified for SEBI registration as DT are fulfilled, the details are as under;
  2. Net worth (audited) as defined in the Regulations as on FY ended ………(as per the latest audited financials)
  3. Any change in infrastructure since the last report / registration/ renewal
  4. Changes in Key personnel during the half year ended……….)
Name(s) of the key personnelAppointment/ CessationDate of Appointment/ CessationQualificationExperienceFunctional areas of work

E. Details of deficiencies and non- compliances

F. Details of the review of the report by the Board of Directors

Date of Board Review (dd/mm/yyyy)

Observation of the BoD on

  1. The deficiencies and non- compliances
  2. Corrective measures initiated.

Certified that we have complied with SEBI (Debenture Trustee) Regulations, 1993, applicable provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, Circulars issued by SEBI and any other laws applicable from time to time except the deficiencies and non compliances those specifically reported at Section IV (E) above:

Name of Compliance Officer

Email ID

 4. Redressal of Investor Grievances

  1. In order to address the issue of having a direct and quicker forum for enabling investors to register their complaints expeditiously with the Debenture Trustees an exclusive e-mail ID of the grievance redressal division / compliance officer has to be designated in which the investors would be able to register their complaints and also take necessary follow-up actions.
  2. SEBI launched a centralized web based complaints redress system ‘SCORES’ in June 2011. The purpose of SCORES is to provide a platform for aggrieved investors, whose grievances, pertaining to securities market, remain unresolved by the concerned listed company or SEBI registered Debenture Trustees after a direct approach. SCORES also provides a platform, overseen by SEBI through which the investors can approach the concerned listed company or SEBI registered Debenture Trustees in an endeavor towards speedy redressal of grievances of investors in the securities market. However, investors may initially take up their grievances for redressal with the concerned listed company or SEBI registered Debenture Trustees, who are required to have designated persons/ officials for handling issues relating to compliance and redressal of investor grievance.
  3. Debenture Trustees have been advised under the Master Circular to send their details, as per Form – B to SEBI in hard copy and by email to scores@sebi.gov.in and obtain SCORES user ID and password immediately within a period of one month from the date of registration. The email ID to be furnished by the Debenture Trustees for receiving SCORES user ID and password from SEBI has to be preferably a corporate email ID and necessarily a permanent one. Failure by any SEBI registered Debenture Trustees to obtain the SCORES user ID and password would not only be deemed as non-redressal of investor grievances but also indicate willful avoidance of the same.
  4. The Debenture Trustees have to submit the details in hard copy (Form – B) to the Department/ Division of SEBI which has granted them registration to operate in the securities market. SCORES user ID and password of the Debenture Trustee can be created only after receiving approval from the concerned Department/ Division of SEBI.
  5. The Debenture Trustees have to review their investors’ grievances redressal mechanism so as to further strengthen it and correct the existing shortcomings, if any. The SEBI registered Debenture Trustees to whom complaints are forwarded through SCORES, have to take immediate efforts on receipt of a complaint, for its resolution, within 30 days. SEBI registered Debenture Trustees have to keep the complainant duly informed of the action taken thereon.
  6. The Debenture Trustees have to update the Action Taken Reports (ATR) section along with supporting documents, if any, electronically in SCORES. ATR in physical form need not be sent to SEBI. The proof of dispatch of the reply of the SEBI registered Debenture Trustees to the concerned investor should also be uploaded in SCORES and preserved by the SEBI registered intermediary, for future reference.
  7. Action taken by the Debenture Trustees will not be considered as complete if the relevant details and supporting documents are not uploaded in SCORES and consequently, the complaints will be treated as pending.
  8. A complaint has to be treated as resolved or disposed or closed only when SEBI disposes or closes the complaint in SCORES. Hence, mere filing of ATR by a Debenture Trustees with respect to a complaint will not mean that the complaint is not pending against them.
  9. Failure by Debenture Trustees to file ATR under SCORES within 30 days of the date of receipt of the grievance will not only be treated as failure to furnish information to SEBI but will also be deemed to constitute non-redressal of investor grievance.
  10. The Board of Directors/ Proprietor/ Partner of the Debenture Trustees is responsible for ensuring compliance with the provisions of this Master Circular.

5. Format for Form B and Dissemination of Information Regarding Grievance Redressal Mechanism

FORM – B

AUTHENTICATION FOR SCORES BY SEBI REGISTERED DEBENTURE TRUSTEES

  1. Name of SEBI registered Debenture Trustee:
  2. Nature of registered intermediary:
  3. SEBI registration no.
  4. PAN of SEBI registered Debenture Trustee:
  5. Date of SEBI registration of Debenture Trustee:
  6. SEBI registration valid up to:
  7. Office address of the intermediary:
  8. The details of the concerned person of the Debenture Trustee to whom User id and password will be sent:

Name:

Designation:

Email id: (corporate and permanent email id) Mobile no.

Telephone No. :

Fax No. :

Place:                                                                                                               Signature:

Date:                     

                                                                                                 Name:

                                                                                                Designation:

                                                                                                  Seal:             

Note: A scanned copy to be sent by email to scores@sebi.gov.in followed by hard copy to the concerned Department/Division of Securities and Exchange Board of India, Plot No. C4-A, ‘G’ Block, Bandra Kurla Complex, Mumbai – 400 051.

Important: Please note that SCORES has the provision for updating SEBI registered Debenture Trustee’s details by the intermediary itself. Any field (except the e-mail id which is permanent) such as registered office address, name/details of the compliance officer, telephone numbers, etc. should be changed by the SEBI registered Debenture Trustee immediately when warranted.

Dissemination of Information regarding Grievance Redressal Mechanism

Dear Investor,
In case of any grievance / complaint against the Intermediary:
 1. Please contact the Compliance Officer of the Intermediary (Name and Address) / email-id (xxx.@email.com) and Phone No. – 91- XXXXXXXXXX.

2. You may also approach CEO / Partner / Proprietor (Name) / email id (xxx.@email.com) and Phone No. – 91-XXXXXXXXXX.

3. If not satisfied with the response of the intermediary you can lodge your grievances with SEBI at http://scores.gov.in or you may also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800 22 7575 / 1800 266 7575.

6. Other Guidelines

  1. SEBI regulations for various intermediaries require that they have to render at all times high standards of service and exercise due diligence and ensure proper care in their operations. Intermediaries often resort to outsourcing with a view to reduce costs, and at times, for strategic reasons. Outsourcing may be defined as the use of one or more than one third party, either within or outside the group, by a registered intermediary to perform the activities associated with services which the intermediary offers.
  2. The principles for outsourcing by intermediaries have been framed in the annexure of the Master Circular. These principles have to be followed by all intermediaries registered with SEBI.
  3. Debenture Trustees desirous of outsourcing their activities cannot outsource their core business activities and compliance functions. A few examples of core business activities may be execution of orders and monitoring of trading activities of clients in case of stock brokers, dematerialization of securities in case of depository participants and investment related activities in case of Mutual Funds and Portfolio Managers. Regarding Know Your Client (KYC) requirements, the Debenture Trustees have to comply with the provisions of SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and guidelines issued thereunder from time to time.
  4. Debenture Trustees are responsible for reporting any suspicious transactions or reports to the Financial Intelligence Unit or any other competent authority in respect of activities carried out by the third parties.
  5. Unauthenticated news related to various scrips are circulated in blogs/ chat forums/ e-mail etc. by employees of Broking Houses and other Intermediaries without adequate caution as mandated in the Code of Conduct for Stock Brokers and respective regulations of various intermediaries registered with SEBI.
  6. Many times intermediaries do not have proper internal controls and do not ensure that proper checks and balances are in place to govern the conduct of their employees. Due to lack of proper internal controls and poor training, employees of such intermediaries are sometimes not aware of the damage which can be caused by circulation of unauthenticated news or rumours. It is a well-established fact that market rumours can do considerable damage to the normal functioning and behaviour of the market and distort the price discovery mechanisms. In view of this, Debenture Trustees are directed under the Master Circular that proper internal code of conduct and controls should be put in place, employees/temporary staff/voluntary workers, etc. employed/working in the offices of SEBI registered Debenture Trustees do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification, access to Blogs/Chat forums/Messenger sites, etc. should either be restricted under supervision or access should not be allowed, logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective regulations which govern the concerned intermediary, employees should be directed that any market related news received by them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the concerned SEBI registered Debenture Trustees’ Compliance Officer and that if an employee fails to do so, he/ she will be liable for action. The Compliance Officer is also to be held liable for breach of duty in this regard.
  7. All intermediaries, recognised stock exchanges, recognised clearing corporations and depositories are presently governed by the provisions for avoidance of conflict of interest as mandated in the respective regulations read with relevant circulars issued from time to time by SEBI. In line of Principle 8 of the International Organisation of Securities Commissions (IOSCO) Objectives and Principles of Securities Regulations, it has been decided to put in place comprehensive guidelines to collectively cover such entities and their associated persons, for elimination of their conflict of interest, have to lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned, at all times maintain high standards of integrity in the conduct of their business, ensure fair treatment of their clients and not discriminate amongst them, ensure that their personal interest does not, at any time conflict with their duty to their clients and client’s interest always takes primacy in their advice, investment decisions and transactions, make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services, endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict, avoid dealing in securities while in possession of material non – published information, avoid communicating the material non-published information while dealing in securities on behalf of others, avoid contribution in any way to manipulate the demand for or supply of securities in the market or to influence prices of securities, avoid having an incentive structure that encourages sale of products not suiting the risk profile of their clients and avoid sharing information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest.
  8. The Boards of such entities have to put in place systems for implementation of this circular and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. The Boards have to review the compliance of this circular periodically. The said guidelines are in addition to the provisions, if any, contained in respective regulations/ circulars issued by the Board from time to time regarding dealing with conflict of interest, in respect of such entities.

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