Master Circular for Debenture Trustees - SEBI - SEBI/HO/DDHS-PoD3/P/CIR/2024/46

MASTER CIRCULAR SEBI/HO/DDHS-PoD3/P/CIR/2024/46 May 16, 2024 To All Registered Debenture Trustees, Trustees Association of India (TAI) All Registered Credit Rating Agencies, Issuers who have listed and/ or propose to list Debt Securities and Municipal Debt Securities Recognized Stock Exchanges and Recognized Depositories Madam/ Sir, Sub: Master Circular for Debenture Trustees 1. Debenture Trustees are regulated under the provisions of Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 ( DT Regulations ). While the broad framework for Debenture Trustees has been laid down in the DT Regulations, over the years, procedural/ disclosure requirements and obligations have been specified by SEBI through circulars. 2. For effective regulation of the corporate bond market and to enable the Debenture Trustees and other market stakeholders to get access to all the applicable circulars at one place, this Master Circular has been prepared. 3. This Master Circular is a compilation of the existing circulars as on May 16, 2024, with consequent changes. The stipulations contained in these circulars have been detailed chapter-wise in this Master Circular. Accordingly, the list of existing circulars for DTs which have been superseded by this Master Circular is placed Annex-1. 4. Notwithstanding such rescission, - 4.1 anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and 4.2 any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations; 5. Debenture Trustees are directed to comply with the conditions laid down in this Master Circular and it is reiterated that Debenture Trustees shall have necessary systems and infrastructure in place for implementation of this circular. The Board of Directors of the Debenture Trustee shall be responsible for ensuring compliance with these provisions 6. This Circular is issued in exercise of powers conferred under: 1.1 Section 11(1) of Securities and Exchange Board of India Act, 1992 ; 1.2 Regulation 2A of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 1.3 Regulation 55 of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ; ( SEBI NCS Regulations ) 1.4 Regulation 29 of Securities and Exchange Board of India (Issue and Listing of Municipal Debt Securities) Regulations 2015 ; 1.5 Regulation 101 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ( SEBI LODR Regulations ) to protect the interest of investors in securities and to promote the development of, and to regulate, the securities market. Yours faithfully, Sarika Kataria Deputy General Manager Department of Debt and Hybrid Securities Tel No. 022-2644-9411 Email ID - [email protected]