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TMI BlogAppointment of Director nominated by the Debenture Trustee on boards of issuersX X X X Extracts X X X X X X X X Extracts X X X X ..... e Trustee on boards of issuers 1. Regulation 23(6) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) obligates an issuer which is a company under the Companies Act, 2013 to ensure that its Articles of Association requires its Board of Directors to appoint as director, the person nominated by the debenture trustee(s) in terms of clause (e) of sub-reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or approval of the President of India. 2.3. Certain issuers are unable to appoint Nominee Directors on their boards as their principal document / charter does not provide for the same; in a few cases, the absence of a statutory mandate fetters them from amending their principal document. 3. The appointment of a director including nominee director is driven by the provisions of the principal doc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -executive / independent director / trustee / member of its governing body shall be designated as nominee director for the purposes of Regulation 23(6) of NCS Regulations, in consultation with the Debenture Trustee, or, in case of multiple Debenture Trustees, in consultation with all the Debenture Trustees. 5. Debenture Trustees shall: 5.1. ensure compliance with the provisions of this circular ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and to promote the development of, and to regulate, the securities market. 9. This circular is available on SEBI website at www.sebi.gov.in under the categories "Legal Framework" and "Circulars". Yours faithfully, Pradeep Ramakrishnan General Manager Department of Debt and Hybrid Securities Email: [email protected] Phone no. 022-26449246 --- 1 Regulation 15(1)(e) of SEBI (Debenture Tru ..... X X X X Extracts X X X X X X X X Extracts X X X X
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