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Press release, dated 26-11-2012
A. Undertakings
(to be signed by the Principal Officer and Compliance Officer)
S.No. | Undertakings |
1. | An undertaking as to whether the applicant has adequate Infrastructure like adequate office space, equipment, manpower and adequate investor grievance redressal system in place to effectively discharge its activity as a Debenture Trustee. |
2. | As undertaking as to whether the applicant has any past experience as a debenture trustee or has in his employment minimum two persons who had the experience in matters which are relevant to the debenture trustee. |
3. | An undertaking as to whether any person directly or indirectly connected with the applicant (as associate, subsidiary, inter-connected or group company of the applicant) has not been granted registration by SEBI under the SEBI Act, 1992. |
4. | As undertaking as to whether the applicant has in his employment at least one person who possesses the professional qualification in law from an institution recognized by the Government. |
5. | An undertaking that the applicant, its group companies, its promoter(s) or director(s) and key management person(s) was/were/has not at any time been involved in any litigation connected with the securities market which has an adverse bearing on the business of the applicant or convicted by court for any offence involving moral turpitude or fraud or has been convicted of any economic offence. |
6. | An undertaking whether the applicant is a fit and proper person as specified in Schedule II of SEBI (Intermediaries) Regulations, 2008. |
7. | An undertaking as to whether the applicant fulfils capital adequacy requirements specified in Regulation 7A of SEBI(Debenture Trustees) (Amendment) Regulations, 2011. |
8. | An undertaking as to whether any fees to SEBI is pending/due as on date, from the applicant, associate, subsidiary, inter-connected or group company. (if yes details may be furnished). |
9. | An undertaking as to whether there are any instances of violation or non-adherence to any securities market related regulations by the applicant or its associate(s)/group companies in India or abroad and any action has been taken by a regulatory agency in this regard. If yes, please provide details as per enclosure no. 6. |
10. | An undertaking as to whether any of the Directors of the applicant company, is/was, at any point of time, broker/sub-broker of any recognized stock exchange. If so, the details of the same may be furnished. |
Note: The aforesaid undertakings shall be furnished in a single document
B. ENCLOSURES: (Following details may be furnished as separate enclosures)
1. The specific details of key management personnel including detailed resume of the key personnel employed with the applicant company for the debenture trustee activities, along with their latest month pay slip.
2. Certified true copies of PAN Cards of the applicant and its Promoters, Directors and Key Management Persons.
3. Details of any corrective steps taken by the applicant pursuant to the disciplinary proceedings initiated by SEBI, if applicable.
4. Details of disciplinary proceedings including enquiry/adjudication/consent/prosecution or any other action (suspension /debarment etc.)/adverse comments (warning/caution) initiated by/pending with SEBI against the applicant, its group entities and/or any of its Promoters, Directors and Key Management Persons.
5. Details of any complaints/litigations including investor grievances is pending against the applicant, its group entities, its promoter(s) or director(s) and key management person(s) as on date in respect of their activities in the securities market.
6. a. Details of top 10 monetary penalties in case of foreign entities and all monetary penalties in case of Indian entities, imposed against the applicant or any associate of the applicant (for irregularities/violations in the financial services sector or for defaults in respect of shareholders/debenture holders and depositors, by any financial regulatory body or government authority or settlement arrived with any financial regulatory body during the last five years and details thereof). Penalties awarded for economic offences may be disclosed only in case of the applicant.
b. Details of all cases of suspensions and cancellation of certificate of registration (for irregularities/violations in financial services sector or for defaults in respect of shareholders, debenture holders and depositors) of the applicant or any associate of the applicant shall be disclosed for the last 10 years.
(All disclosures on penalties and action taken as per (a) and (b) above against foreign entities may be limited to the jurisdiction of the country where the principal activities (in terms of income/ revenue) of the applicant/ associate companies are carried out or where the headquarters is situated).
7. Details of any disciplinary proceedings initiated by/pending with any other regulatory authority, in India or abroad, against the applicant/its group entities/associate(s) and/or any of its Promoters, Directors and Key Management Persons.
8. Latest audited Net Worth certificate in compliance with Regulation 6(C), read with Regulation 7A of SEBI(Debenture Trustees) (Amendment) Regulations, 2011 and 2(ee) of SEBI(Debenture Trustees) Regulations, 1993.
9. Copies of the Periodical Reports submitted to SEBI for a period of 3 years prior to date of application for permanent registration.
10. Brief background of the applicant which may include date of incorporation, total number of issues handled (Public (P)/Rights (R)/ Privately Placed Listed (PPL)/Privately Placed Unlisted (PPUL) etc. for the last 3 years.
11. Details of Designated email id: (a) for investor complaints (b). for regulatory communications as mandated vide SEBI circulars dated January 22, 2007 and July 7, 2008.
Debenture Trustee registration duties: undertakings and disclosures required to demonstrate fitness, capital adequacy and complaint mechanisms. Applicants for initial or permanent registration as a Debenture Trustee must submit consolidated undertakings confirming infrastructure, experienced and legally qualified staff, absence of adverse regulatory findings or convictions, fit-and-proper status, capital adequacy compliance, and disclosure of pending fees or past violations; supported by enclosures including key personnel resumes and pay slips, identity documents, audited net worth certificates, prior periodical reports, details of complaints, litigations, disciplinary proceedings and penalties, corrective actions, and designated emails for investor and regulatory communications. of Press 'Enter' after typing page number.
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