SCHEDULE - IV - Omitted - Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

1 [ 2 [Schedule IV] [*******] ****** 1 Schedule IV omitted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2017, w.e.f., 13-7-2017. Prior to its omission, the Schedule read as follows: Schedule IV Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 [Regulation 14] CONTENTS OF TRUST DEED Every debenture trustee shall ensure that the trust deed executed between a body corporate and debenture trustee shall amongst other things provide for the following matters namely: - Preamble 1. This section shall inter alia state the rights of the debenture holders and the manner in which these rights are vested in the trustee. Description of instruments 2. This section shall inter alia state the purpose of raising finance through debenture issue, description of debentures as regards amount, tenure, interest/coupon rate, periodicity of payment, period for redemption, options available, terms of conversion/redemption of the debentures in terms of the issue to the debenture holders, debt equity ratio and debt service coverage ratio, if applicable. Details of Charged Securities (Existing or future) 3. This section shall inter alia state the details regarding the following: i. Nature of charge, examination of title. ii. Rank of charge of assets viz. first, second, pari passu, residual etc. iii. Charging of future assets. iv. Time limit within which the future security for the issue of debentures shall be created as specified in SEBI (Disclosure and Investor Protection) Guidelines, 2000. v. Enforceability of securities, events under which security becomes enforceable. vi. Obligation of company not to create further charge or encumbrance of the trust property without prior approval of the trustee. vii. Minimum security cover required. viii. Provision for subsequent valuation. ix. Circumstances when the security will become enforceable. x. Method and mode of preservation of assets charged as security for debenture holders. xi. Circumstances specifying when the security may be disposed of or leased out with the approval of trustees. xii. Procedure for allowing inspection of charged assets, books of account, by debenture trustee or any person or persons authorised by it. Events of defaults 4. This section shall clearly define the event of default which if occurs shall invite the actions by debenture trustee. This section shall also contain the steps which shall be taken by debenture trustee in the event of defaults. Rights of debenture trustees 5. This section shall inter alia provide that: i. Debenture trustee is entitled to inspect the registers of the company and to take copies and extracts thereof; ii. Debenture trustee has a right to appoint a nominee director. Obligations of body corporates 6. This section shall inter alia state the following with respect to company s duties: 1. to maintain Register of debenture holders with addresses with record of subsequent transfers and changes of ownership. 2. to keep proper books of account open for inspection by debenture trustee. 3. to furnish whatever required information to debenture trustee including copies of reports, balance sheets, profit and loss accounts etc. 4. to keep charged property/security adequately insured and in proper condition. 5. to permit debenture trustee to enter and inspect the state and condition of charged assets. 6. to pay all taxes, cesses, insurance premia with respect to charged property/security, on time. 7. to inform debenture trustee before declaring or distributing dividend. 8. to comply with all guidelines/directions issued by any Regulatory authority, with respect to the instant debenture issue. 9. to create debenture redemption reserve as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the provisions of Companies Act and submit an auditor s certificate to the trustee. 10. to convert the debentures into equity in accordance with the terms of the issue, if applicable. 11. to inform debenture trustee about any change in nature and conduct of business by company before such change. 12. to keep the debenture trustee informed of all orders, directions, notices, of court/Tribunal affecting or likely to affect the charged assets. 13. to inform debenture trustee of any major change in composition of its Board of Directors, which may amount to change in control as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 14. to submit any such information, as required by the debenture trustee. 15. fee or commission of debenture trustees. 16. obligation to inform debenture trustee about any change in nature and conduct of business by the body corporate before such change. 17. obligation of the body corporate to forward a quarterly report to debenture trustees containing the following particulars: (i) updated list of the names and addresses of the debenture holders; (ii) details of interest due but unpaid and reasons thereof; (iii) the number and nature of grievances received from debenture holders and resolved by the body corporate; (iv) a statement that the assets of the body corporate which are available by way of security are sufficient to discharge the claims of the debenture holders as and when they become due. 7. Miscellaneous a. Procedure for appointment and removal of trustee including appointment of new trustees. b. Provision that the debenture trustee shall not relinquish from its assignment unless another debenture trustee has been appointed. c. Procedure to remove debenture trustee by debenture holders providing for removal on a resolution passed by at least 75% of the total debenture holders of a body corporate. d. Provisions for redressal of grievances of debenture holders. Note : The debenture trustee may incorporate additional clauses, provided that the additional clauses do not dilute or contravene the provisions of the above clauses. 2 Substituted by the SEBI (Debenture Trustees) (Amendment) Regulations, 2003, w.e.f 4-7-2003. Earlier, it was amended by the SEBI (Debenture Trustees) (Second Amendment) Regulations, 2000, w.e.f. 8-8-2000.