Duties of Debenture Trustee. 3.6.1 In performing its obligations in relation to the Debentures, the Debenture Trustee shall: (a) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee; (b) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the [Disclosure Documents/ Offer Letter/ Prospectus] and all other related Transaction Documents, with due care, diligence; (c) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund in relation to the Debentures; (d) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Transaction Documents; (e) ascertain and: i. exercise due diligence to the extent required under Applicable Law, to ensure compliance by the Company, with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, SEBI (Debenture Trustees) Regulations, 1993 this Deed or any other regulations issued by SEBI in the issue and allotment of the Debentures and credit of the Debentures in the demat accounts of the Debenture Holder(s);
Appears in 1 contract
Duties of Debenture Trustee. 3.6.1 In performing its obligations in relation to the Debentures, the Debenture Trustee shall:
(a) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee;
(b) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India the, SEBI (Issue and Listing of Debt Non-Convertible Securities) Regulations, 20082021 as amended from time to time, SEBI (Debenture Trustees) Regulations, 1993, Operational Guidelines issued by the SEBI dated August 10, 2021, SEBI Defaults (Procedure) Circular, the SEBI REF Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the [Disclosure Documents/ Offer Letter/ Prospectus] and all other related Transaction Documents, with due care, diligence;
(c) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund in relation to the Debentures;
(d) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Transaction Documents;
(e) ascertain and: :
i. exercise due diligence to the extent required under Applicable Law, to ensure compliance by the Company, with the provisions of the Act, SEBI NCS Regulations, 2021, SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, Operational Guidelines issued by the SEBI dated August 10, 2021,SEBI (Debenture Trustees) Regulations, 1993 this Deed or any other regulations issued by SEBI in the issue and allotment of the Debentures and credit of the Debentures in the demat accounts of the Debenture Holder(s);
ii. satisfy itself that interest due on the Debentures have been paid to the Debenture Holder(s) on or before the due dates;
iii. satisfy itself that Debenture Holder(s) have been paid the monies due to them on the date of Redemption of the Debentures.
(f) exercise independent due diligence as required under Applicable Law, to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed;
(g) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by the Trustee therefor;
(h) carry out all its obligations, duties and functions as the Debenture Trustee in accordance with the terms set out in the Transaction Documents and where the same is silent or contrary to any other provision of the Transaction Documents, on the instructions of the Majority Debenture Holder(s);
(i) not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders and at all times act in the best interest of the Debenture Holder(s);
(j) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place;
(k) take possession of Secured Assets in accordance with the provisions of this Deed, the Transaction Documents and Applicable Law;
(l) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge, if required under Applicable Laws;
(m) keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents;
(n) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws;
(o) seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one) working day of the Redemption Date. Based on such assessment, the Debenture Trustee shall intimate stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Redemption Date or within such other revised timelines as may be prescribed under Applicable Law . Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th working day of April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year;
(p) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders;
(q) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company on repayment of Secured Obligations in full to the satisfaction of the Debenture Holders. The Debenture Trustee shall satisfy that there is no ‘default’ on any other listed debt securities of the Company before issuing such NOC;
(r) keep the information (pertaining to the details of bank account(s)) provided to it pursuant to the Chapter XI of Operation Guidelines Circular as confidential and shall use the same only to the extent as required under the Chapter XI of Operation Guidelines Circular; and
(s) perform such acts as may be necessary for the protection of the interest of the Debenture Holder(s) and do all other acts as may be necessary in order to resolve the grievances of the Debenture Holder(s).
(t) in case intimation of the status of payment of debt securities is not received by stock exchanges and depositories within stipulated timeline, transactions in such debt securities shall continue to be restricted and such restrictions shall continue until any
(u) the Debenture Trustee shall access the database to verify the information regarding default history and other relevant information. in case of any discrepancy, Debenture Trustee shall notify the same to stock exchanges and update the correct information in the database, within the time stipulated in Annexure - XIV-C of the Operation Guidelines Circular.
(v) the Debenture Trustee shall be vested with the requisite powers for protecting the interest of Debenture Holders of Debentures including a right to appoint a nominee director on the Board of the Issuer in consultation with Debenture Holders of such Debentures and in accordance with Applicable Law.
(w) The Debenture Trustee shall monitor the Security Cover in relation to secured Debentures in the manner as specified by the Board
Appears in 1 contract
Duties of Debenture Trustee. 3.6.1 In performing its obligations in relation to the Debentures, the Debenture Trustee shall:
(a) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee;
(b) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Debenture Trustees) Regulations, 1993, SEBI Defaults (Procedure) Circular, the SEBI REF Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the [Disclosure Documents/ Offer Letter/ Prospectus] and all other related Transaction Documents, with due care, diligence;
(c) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund in relation to the Debentures;
(d) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Transaction Documents;
; (e) ascertain and: i. exercise due diligence to the extent required under Applicable Law, to ensure compliance by the Company, with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, SEBI (Debenture Trustees) Regulations, 1993 this Deed or any other regulations issued by SEBI in the issue and allotment of the Debentures and credit of the Debentures in the demat accounts of the Debenture Holder(s);
Appears in 1 contract
Duties of Debenture Trustee. 3.6.1 In performing its obligations in relation to the Debentures, the Debenture Trustee shall:
(a) perform its duties and obligations, and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the Debenture Holder(s), and shall further conduct itself, and comply with the provisions of all Applicable Law, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee;
(b) carry out its duties and perform its functions as required to discharge its obligations under the terms of the Securities and Exchange Board of India the, SEBI (Issue and Listing of Debt Non-Convertible Securities) Regulations, 20082021 as amended from time to time, SEBI (Debenture Trustees) Regulations, 1993, Operational Guidelines issued by the SEBI dated August 10, 2021, SEBI Defaults (Procedure) Circular, the SEBI REF Circular the Debenture Trustee Agreement, SEBI Operational Framework Circular, the [Disclosure Documents/ Offer Letter/ Prospectus] and all other related Transaction Documents, with due care, diligence;
(c) call for and obtain periodic status/ performance reports / valuation reports / utilization reports or any other documents from the Company, as may be required by the Debenture Trustee to comply with its obligations under the Applicable Laws including for monitoring of the Security Coverage Ratio and the creation and maintenance of Security, Recovery Expense Fund in relation to the Debentures;
(d) issue letters / confirmations / no objection certificate, or any other communication as requested by the Company in accordance with the Transaction Documents;
(e) ascertain and: :
i. exercise due diligence to the extent required under Applicable Law, to ensure compliance by the Company, with the provisions of the Act, SEBI NCS Regulations, 2021, SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, Operational Guidelines issued by the SEBI dated August 10, 2021,SEBI (Debenture
ii. satisfy itself that interest due on the Debentures have been paid to the Debenture TrusteesHolder(s) Regulationson or before the due dates;
iii. satisfy itself that Debenture Holder(s) have been paid the monies due to them on the date of Redemption of the Debentures.
(f) exercise independent due diligence as required under Applicable Law, 1993 to ensure that Security to be created is free from any encumbrance or that Company has obtained the necessary consent from other charge-holders if the Security has an existing charge, prior to creation of the Security pursuant to this Deed Deed;
(g) communicate promptly to the Debenture Holder(s) defaults, if any, with regard to payment of interest or Redemption of Debentures or occurrence of any other regulations issued Event of Default which is known to the Trustee alongwith all information relating to cure periods (if any) and action taken or proposed to be taken by SEBI the Trustee therefor;
(h) carry out all its obligations, duties and functions as the Debenture Trustee in accordance with the terms set out in the issue Transaction Documents and allotment where the same is silent or contrary to any other provision of the Debentures and credit Transaction Documents, on the instructions of the Debentures Majority Debenture Holder(s);
(i) not do any act, deed or thing which is prejudicial or detrimental to the interest of the Debenture Holders and at all times act in the demat accounts best interest of the Debenture Holder(s);
(j) shall not relinquish its assignment unless and until another debenture trustee has been appointed in its place;
(k) take possession of Secured Assets in accordance with the provisions of this Deed, the Transaction Documents and Applicable Law;
(l) inform SEBI immediately of any breach of this Deed or provision of any Applicable Law, which comes to its knowledge, if required under Applicable Laws;
(m) keep all customary books and records relating to the receipt and distribution of all moneys which it may receive or be entitled to hereunder or under any Transaction Documents;
(n) convene a meeting of the Debenture Holder(s) in accordance with Applicable Laws;
(o) seek the status of payment from the Company and/or conduct independent assessment (viz., from the Account Bank, Debenture Holders, rating agencies etc.,) to determine if the Company fails to intimate the status of payment of the Debentures within 1(one) working day of the Redemption Date. Based on such assessment, the Debenture Trustee shall intimate stock exchange(s) and Depository the status of payment within 9 (nine) working days of the Redemption Date or within such other revised timelines as may be prescribed under Applicable Law . Further, for continuous assessment of default status, the Debenture Trustee shall conduct independent assessment as given above and intimate the status of payment to the stock exchange(s) and Depository within 7th working day of April of each financial year, if the Company fails to provide the updated status of the payment of the Debentures within the 2nd working day of April of the relevant financial year;
(p) subject to the approval of the Debenture Holder(s) and the conditions as may be specified by SEBI from time to time, enter into inter-creditor agreements provided under the framework specified by the RBI on behalf of the Debenture Holders;
(q) issue a ‘No Objection Certificate (NOC)’ to the designated stock exchange for refund of balance in the Recovery Expense Fund to the Company on repayment of Secured
Appears in 1 contract
