TaxTMI 
TaxTMI 
Master Circular for Debenture Trustees
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....ular is a compilation of the existing circulars as on August 13, 2025, 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 Accordingly, the list of existing circulars for Debenture Trustees which have been superseded by this Master Circular is placed at Annex-1. 4.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such rescission, - 4.1 anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and 4.2 any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations. 5. The Debenture Trustees are directed to comply with the conditions laid down in this Master Circular. Further, it is reiterated that the Debenture Trustees shall have necessary systems and infrastructure in place for implementation of this circular. The Board of Directors of the Debenture Trustees shall be responsible for ensuring compliance with these prov....
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....ortal, Debenture Trustees may contact on 022-26449364 or may write at [email protected]. 2. Digital mode of payment: 2.1. SEBI has enabled digital mode of payment (Real Time Gross Settlement (RTGS)/ National Electronic Funds Transfer (NEFT)/ Immediate Payment Service (IMPS), etc.) for fees/ penalties/ remittance/ other payments etc. 2.2. In order to identify and account for such direct credit in the SEBI account, Debenture Trustee shall provide the information to SEBI once the payment is made as per the format specified below: Page 5 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Date Department of SEBI Name of Intermediary/ Other Entities Type of Intermediary SEBI Registration Number (if any) Permanent Account Number (PAN) Amount (in INR) Purpose of Payment (including the period for which payment was made e.g. quarterly, annually) Bank name and Account number from which payment is remitted UTR No. 2.3. The above information should be emailed to the respect....
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....to SEBI. 3.4. The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication. Page 7 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4. Effect on change in control in case of transfer of shareholdings among immediate relatives and transmission of shareholdings in case of a Debenture Trustee being an unlisted body corporate: In the following scenarios, change in shareholdings of a Debenture Trustee will not be construed as change in control: 4.1. Transfer of shareholding among immediate relatives shall not be treated as resulting in change in control; 4.2. Transfer of shareholding by way of transmission to immediate relative or not, shall not be treated as resulting in change in control; Immediate relative shall be construed as defined under Regulation 2(l) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which, inter-alia, includes any spouse of that person, or any parent, brother, sister or child of the person or of....
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....s existing business/ client accounts to another SEBI registered Debenture Trustee, before making such request to SEBI in the format specified in Annex-IA of this Master Circular. Page 9 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6.2. The Debenture Trustee may, if it so desires, make a representation for dispensing with the procedure, along with the application, for surrender in terms of the first proviso to Regulation 33B of SEBI (Intermediaries) Regulations, 2008. 6.3. In all cases of transfer of business or client accounts to another registered Debenture Trustee, the clients shall not be subjected to any additional cost. 7. Designated e-mail id for regulatory communication with SEBI: 7.1. In order to facilitate the issuance of digitally signed circulars, Debenture Trustees are required to create a designated email-id for regulatory communications. This email-id shall be exclusively for the above purpose and should not be person centric. 7.2. The designated email-id shall be communic....
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....Depositories and all the Stock Exchanges where our client companies are listed about the surrender of our registration. 4. * We hereby request SEBI to dispense with the procedure laid down in Regulation 33B of Securities and Exchange Board of India (Intermediaries) Regulations, 2008 while processing our request for surrender of certificate of registration. Thanking you, Yours faithfully, Name: (Whole time/ Managing Director/ Principal Officer) *Please strike off, if not applicable. Page 12 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter II: Due Diligence by Debenture Trustees 1. Appointment of Debenture Trustee: A Debenture Trustee shall ensure compliance with the provisions of the Regulations 13 and 13A of the DT Regulations with regard to being appointed as a Debenture Trustee in relation to an issue. 2. Due diligence in respect of secured debt securities: The Debenture Trustee shall ensure the following with regard to due diligence at the time of creation of se....
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.... date of debenture trustee agreement) certified by a chartered accountant of the guarantor; iii. List of assets of the guarantor including undertakings/ consent/ NOC as per paragraphs 2.1(b) and 2.1(c) above; iv. Conditions of invocation of guarantee including details of put options or any other terms and conditions which may impact the security created; Page 14 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India V. List of previously entered agreements for providing guarantee to any other person along with an undertaking that there are no agreements other than those provided in the list, if any. e) In case of corporate guarantee or any other document/ letter with similar intent is offered as security or a part of security: i. Details of guarantor viz. holding/ subsidiary/ associate company etc .; ii. Audited financial statements (not older than 6 months from the date of debenture trustee agreement) of guarantor including details of all contingent liabilities; iii. List of assets of the ....
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.... securities of the Issuer at all times. 2.2.2. A Debenture Trustee, by itself or through professionals appointed and compensated/ remunerated by the Debenture Trustee viz., practicing chartered accountant, practicing company secretary, registered Page 16 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India valuer, or legal counsel shall independently carry out due diligence. The terms and conditions with respect to exercising due diligence shall also be included in the debenture trustee agreement. The due diligence to be exercised by Debenture Trustee with respect to creation of security shall, inter-alia, include the following: (a) Debenture Trustee shall verify that the assets provided by Issuer for creation of security are free from any encumbrances or necessary permissions or consents has been obtained from existing charge holders by carrying out the following checks: (i) Verify from ROC, Sub-registrar, CERSAI, IU or other sources where charge is registered/ disclosed as per terms. (ii) In ....
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....gs to retain such records. 2.3. Due Diligence Certificate in case of Shelf Prospectus/ Placement Memorandum: Page 18 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.3.1. In case security details have not been finalized at the time of filing of a draft shelf prospectus/ placement memorandum by an issuer, then the Debenture Trustee shall undertake due diligence as under: (a) The Debenture Trustee may furnish a due diligence certificate, confirming that it has carried out due diligence for the clauses other than that related to security creation [clauses are specified in the formats prescribed under Regulations 40 (1) (a) and 44 (3) (a) of the NCS Regulations and Annex-IIA of this Master Circular]. (b) At the time of the issuance of the tranche prospectus/ placement memorandum when the issue structure including terms related to security has been determined and finalized, the Debenture Trustee shall issue a due diligence certificate covering all clauses of formats prescribed under Regulations 4....
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....idate/ confirm on such system as detailed in Chapter III of this circular. 2.6. Creation and registration of charge of security by the Issuer: Page 20 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.6.1. Before making the application for listing of debt securities, the Issuer shall create charge as specified in the OD/ PM, in favour of the Debenture Trustee and also execute a debenture trust deed1 with the Debenture Trustee. 2.6.2. The Stock Exchange shall list the debt securities only upon receipt of a due diligence certificate as per format specified in Annex-IIB of this Master Circular from the Debenture Trustee confirming creation of charge and execution of the debenture trust deed. 2.6.3. The charge created by Issuer shall be registered with Sub-registrar, Registrar of Companies, CERSAI, Depository etc., as applicable, within 30 days of creation of such charge. In case the charge is not registered anywhere or is not independently verifiable, then the same shall be considered a breach o....
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....l/ amended debenture trust deed; Page 22 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India iii. An undertaking from the Debenture Trustee that the security has been created and registered. iv. Other documents/ consents required to be submitted to Stock Exchanges and Depositories in terms of Regulation 59 of the LODR Regulations, circulars issued thereunder and bye-laws of Stock Exchanges and Depository, as applicable. f) The Depository shall assign a new ISIN to the listed debt securities pursuant to submission of documents mentioned above only and shall share the information with respect to change in ISIN of listed debt securities, with the recognized Stock Exchanges. g) It may be noted that none of the cases mentioned in paragraph 2.7.1 would constitute a change in the structure of the listed debt securities, provided there are no other changes to the terms/ nature of issue of the listed debt securities such as maturity date, coupon rate, face value, redemption schedule, nature of the debt se....
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....¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex-IIA FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING THE DRAFT OFFER DOCUMENT/ PLACEMENT MEMORANDUM To, Stock Exchange Dear Sir / Madam, SUB .: ISSUE OF LTD. BY We, the debenture trustee(s) to the above mentioned forthcoming issue state as follows: 1. We have examined documents pertaining to the said issue and other such relevant documents, reports and certifications. 2. On the basis of such examination and of the discussions with the Issuer, its directors and other officers, other agencies and on independent verification of the various relevant documents, reports and certifications, WE CONFIRM that: a) The Issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued and listed. b) The Issuer has obtained the permissions / consents necessary for creating security on the said property(ies). c) The Issuer has made all the relevant disclosures about the security and also it....
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....strar, Registrar of Companies (ROC), Central Registry of Securitization Asset Reconstruction and Security Interest (CERSAI), Depository etc., as applicable, within 30 days of creation of charge. Page 27 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India We have satisfied ourselves about the ability of the Issuer to service the debt securities. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH HIS STAMP Page 28 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex-IIC FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OFFILING OF DRAFT OFFER DOCUMENT/ PLACEMENT MEMORANDUM To, Stock Exchange Dear Sir/ Madam, SUB .: ISSUE OF LTD. BY We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaini....
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....ty and Covenant Monitoring System 1. In order to strengthen the process of security creation, monitoring of security created, monitoring of security cover and covenants of the debt securities, a platform for 'Security and Covenant Monitoring System' ('system') hosted by Depositories has been introduced. 2. The system shall be used for recording and monitoring of the security created and monitoring of covenants of debt securities. The system shall, inter alia, capture: 2.1. the process of creation of security (viz. due diligence, charge creation etc.); 2.2. continuous monitoring of covenants by Debenture Trustees (as applicable); 2.3. credit rating of the debt securities by the Credit Rating Agencies (CRAs). 3. Depositories shall create, host, maintain and disseminate the system for security and covenant monitoring using distributed ledger technology (or similar such technologies). Further, the depositories shall: 3.1. Provide secure login credentials to Issuers, CRAs, Debenture Trustees etc. for recording and/ or verifying and/or viewing requisite information on the system. 3.2. Put in place adequate safeguards to ensure the integrity and security of the dat....
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....ties of various stakeholders in the system have been defined below. A. Recording of information related to security creation, security cover and covenants 5.1. Information regarding assets offered as security (Security creation/ Security Cover): a) Issuer shall record relevant details regarding proposed 'Security creation/ Security Cover' (if applicable) including asset details, other related documents in the system based on the type of asset offered for security creation as per Annex-IIIA of this Master Circular. Issuers shall fill all the requisite fields in the system at the time of creation of temporary ISIN/ ISIN. b) The assets offered as security by an Issuer shall be recorded in the system pursuant to validation/ verification by the Debenture Trustee in terms of provisions of Chapter II. c) In case the value and details of assets recorded are not in line with the terms of proposed issue of debt securities, the Debenture Trustee shall not validate the same and shall reject the same on the system and make due remarks explaining the same. The system shall send an intimation to the Issuer to rectify any discrepancy or record additional details regarding assets off....
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....ion/ consent obtained shall also be recorded on the system. 5.4. Recording of covenants in the system: a) The Issuer shall enter the covenants of the issuance in the system and upload the debenture trust deed within five working days of signing of debenture trust deed, including but not limited to the following: i. Covenants as to title of Security ii. Covenants as to Security Cover as per terms of Issue iii. Covenant as to further borrowing/ issues iv. Covenant as to creation of further encumbrances on the security. V. Financial covenants including any restrictions on payment of dividends, maintaining Debt/ equity ratio, Gross Debt to EBITDA, Debt to Value Ratio etc. vi. Covenants as to any change in nature and conduct of business or disposal of assets. vii. Covenants with respect to changes in the composition of its Board of Directors. viii. Covenants with respect to related party transactions by the Issuer. ix. Monitoring of Debenture Redemption Reserve, Redemption Fund, Recovery Expense Fund. Debenture Page 35 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वि....
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.... Once such information is recorded on the system, the Debenture Trustee shall validate the status of such payment/ repayment in the system after receiving the requisite details from the Registrar and Transfer Agent including file prepared for payment of interest and repayment of principal, Bank confirmation etc. Such status shall be validated within two working days on the basis of the documentary evidence submitted by the Issuer and the Registrar and Transfer Agent. 5.9. Non-receipt of information on the system: a) In case of non-receipt of information in the system viz. the Issuer fails to intimate the status of payment of interest or repayment of principal, the Debenture Trustee shall seek status of such payment/ repayment from the Issuer and/ or conduct independent assessment (from banks, investors, etc.) to determine the same. b) Based on such assessment, the Debenture Trustee shall update in the system the status of such payment/ repayment, within seven working Page 37 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities ....
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....ular. 6.2. To ensure that there is only one unique asset ID assigned to an asset of the issuer for effective asset creation as well as tracking, the system will provide an alert to the Issuer and the Debenture Trustee by having appropriate validation/ duplicate checks in the system for identifying possible duplicate entries for assets of an issuer and this validation/ duplication check shall be based on the parameters as per Annex-IIIE of this Master Circular. Issuers shall ensure that the entry of the asset is made only once in the system for generation of the unique Asset ID, which shall be verified by the Debenture Trustee. 7. The following assets shall be tracked at portfolio level and no specific parameters for the underlying assets would be captured: 7.1.movable assets viz furniture, equipment, inventory etc. 7.2.current assets viz portfolio of advances/ receivables, etc. 7.3.any other asset of similar nature. 8. On detection of a duplicate asset, an alert shall be generated and sent to the Issuer and Debenture Trustee to cross check and verify the details entered into the system for recording the details of asset. The Issuer and Page 39 of 122 à¤....
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....ent guarantee etc. 2. Details related to security offered - The required data to be to be filled along with supporting documents, wherever applicable: a. Asset description i. Asset name ii. Asset Details (in case of shares, it shall also include ISIN, Quantity, Pledgee Demat ID, Pledgee Instrument ID) iii. Asset Location (including address of the asset) iv. Asset ownership details b. Value of security offered: Issuer shall submit documents as required under Chapter II of this Master Circular and other documents given by Issuer for ascertaining the existence, veracity and value of assets. c. Documents related to existing encumbrance on assets/ security offered: Page 41 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Issuer shall record following details in the system and/ or submit documents: i. For unencumbered assets, an undertaking that the assets on which charge is proposed to be created are free from any encumbrances. ii. For encumbered assets, on which charge is prop....
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....on due date · Record Date · Frequency . Due date for Interest Payment Redemption payment · Name of Instrument . Date of Information Memorandum · Record Date · Frequency · Type of Redemption . If Partial Redemption, then - By Face Value Redemption - By Quantity Redemption · If Redemption is based on Quantity, specify whether on: - Lot Basis - Pro-rata basis · Reason for redemption · Redemption due to PUT option (if any) Page 44 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Item Details · Redemption due to CALL option (if any) . Quantity and Amount Redeemed . Due date for Redemption/ Maturity · Date of early Redemption (if any) 2. Issuers shall fill all the following requisite fields to update the status of payment within one working day of payment/ redemption date or a change in the due date of interest payment/ redemption payment as under: Updation by Issue · Actual Date for Interest Payment Â....
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....t types: In addition to the above, following parameters shall also be captured for these specific asset types and subtypes. Sr. No. Asset Type Asset Sub Type Parameters to compare for Duplicate check 1. Immovable Property All (Residential, Commercial a. Area of the property b. Geographical Coordinates (Latitude, Longitude). Page 47 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Sr. No. Asset Type Asset Sub Type Parameters to compare for Duplicate check Industrial, Agriculture, etc.) 2. Current Specific a. Details related to account Assets accounts maintained (DSRA, DRR, MRR etc.) maintained such as Bank Name, account number, IFSC code etc. b. Mode of maintenance of account (Current account/ Fixed Deposit/ Bank Guarantee etc.) and details thereof. 3. Securities/ other financial assets Securities in Demat form a. Demat Account Number b. ISIN Number c. Quantity c. Pledgee and pledger details 4. Guarantees Government a. Issuing Authority b. Government order number c. Governm....
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....thereof shall be added to the REF of the issuer. c. The issuer shall ensure that the Bank Guarantee remains valid for a period of six months post the maturity date of the listed debt security. The issuer shall keep the bank guarantee in force and renew the Bank Guarantee at least seven working days before its expiry, failing which the Designated Stock Exchange shall invoke such Bank Guarantee. 1.3. In case of any change in status of issuer of the listed debt securities on account of corporate restructuring by way of Scheme of Arrangement etc., Page 50 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 5=31 the Designated Stock Exchange shall ensure that the amount maintained in the REF is available as per paragraph 1.1 before issuing the 'No-objection letter' in that regard. 2. Manner of utilization of Recovery Expense Fund: 2.1. In the event of default, the Debenture Trustee/ Lead Debenture Trustee shall obtain the consent of holders of debt securities for enforcement/ legal proceedings a....
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....4 read with regulation 56(1)(d) of the LODR Regulations, Issuers are required to disclose security cover to Stock Exchange and Debenture Trustee. The obligations of the Issuer and the Debenture Trustee with respect to preparation and submission of security cover certificate are given as under: 1. Manner of preparation of security cover certificate by the Issuer: 1.1. The Issuer shall be required to prepare the security cover certificate on quarterly basis and the statutory auditor of the Issuer shall certify the book values of the assets provided in such certificate. 1.2. The Issuer shall provide the values in the format under the market values column including the reference date based on which the market value has been arrived at and the certificate shall be submitted to the Debenture Trustee. In case of loans/ receivables or any other asset offered as security and the market value is not ascertainable in the specific quarter, then the Issuer may provide the carrying value/ book value as per the format for security cover is enclosed at Annex-VA of this Master Circular. However, the Issuer shall provide the justification for not providing the market value along with the ce....
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....fied by the statutory auditor of the concerned third party/ Page 54 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 5=3 subsidiary/ group/ holding company shall include details of such assets including the book value of such assets. c) In case, security cover comprises pari-passu charge/ second/ third charge on third party/ subsidiary/ group/ holding company assets, the security cover certified by the statutory auditor of the concerned third party entity shall include the detail of all encumbrances on such assets. 1.9. Further, in order to adequately capture details regarding other debt securities, viz. unsecured debentures, subordinated debt, other debt issuances which fall in the lower priority order in the waterfall mechanism for liquidation/ resolution proceeds, an additional column named "Debt not backed by any assets offered as security" shall be incorporated in the security cover certificate and the same shall be covered under such column. 2. Manner of preparation and submission of ....
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....f security provided. Further, if the Debenture Trustee is of the opinion that such qualifications/ disclaimer are affecting the rights of holders Page 56 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India of debt securities, the Debenture Trustee shall take corrective action in this regard. Page 57 of 122 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex-VA Format of Security Cover Certificate Column A Column B Colum n C Colum n Dii Colum n Eiii Column Fiv Column Gv Colum n Hvi Column Ivii Colum n J Column K Column L Column M Column N Column O Particulars Exclusive Exclusive Pari- PariPassu Pari- Assets Elimination (Total Relate d to only those items covered by this Charge Charge Passu Charge Passu not (amount in C to certificate Charge Charge offered negative H) as Security ) Assets....
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....rowings Bank Debt Securities Others Trade payables Lease Liabilities Provisions Others Total Cover on Book Value Cover on Market Valueix Exclusive Security Cover Pari- Passu Security Page 61 of 122 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Ratio Cover Ratio i. This column shall include book value of assets having exclusive charge and outstanding book value of debt for which this certificate is issued. ii. This column shall include book value of assets having exclusive charge and outstanding book value of all corresponding debt other than column C. iii. This column shall include debt for which this certificate is issued having any pari-passu charge - Mention Yes, else No. iv. This column shall include a) book value of assets having pari-passu charge b) outstanding book value of debt for which this certificate is issued and c) other debt sharing pari-passu charge along with debt for which certificate is issued. V. This column shall include b....
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....arterly basis within 75 days quarter when submission is to be made within 90 days. A statement of value of pledged securities A statement of value for Debt Service Reserve Account or any other form of security offered Net worth certificate of guarantor in case debt securities are secured by way of personal guarantee) Half yearly basis within 75 days from end of each half-year. as on November 12, 2020 vide circular SEBI/HO/MIRSD/CRADT/CIR/P/2020/230, listed entities and debenture trustee(s) were given 120 days to enter into supplemental/amended debenture trust deed incorporating the changes in the debenture trust deed 4 For existing debt securities Page 63 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Reports/ Certificate Periodicity Financials/ value of guarantor prepared on basis of audited financial statement etc. of the guarantor(secured by way of corporate guarantee) Annual basis within 75 days from end of each financial year. Valuation report and title search report for the....
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....idend before payment, declaration of event of default, etc. in accordance with the terms of issue/ Offer Document/ Debenture Trust Deed. d) Independently monitor any breach of covenants from continuous monitoring of any public disclosure on Stock Exchange, company filings, news articles in electronic/ print media or any information available in public domain apart from periodical information/ documents submitted by the issuer. e) Furnish a status report on its website and to the Stock Exchange for further dissemination on a quarterly basis. Such status report shall contain the covenants breached in the preceding quarter and the actions taken by the Debenture Trustee for the same as per the format prescribed under Chapter VI of this Master Circular. 3. Disclosures by Debenture Trustee: 3.1. In order to enhance transparency with respect to the no-objection certificate (NOC)/ no-dues certificate/ consent/ permission (by whatever name called) issued by the Debenture Trustee, it shall make the following disclosures to the Stock Exchange: Page 65 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वà¤....
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....¡ Securities and Exchange Board of India · Dividend ratio (Dividend/ PAT) · Liquidity · Asset liability mismatch · Any other ratio (state the ratio and define the formula) · Payment of Interest on due dates · Payment of principal on due dates 3. Affirmative · Security Cover as per terms of Issue · Title of Security/asset Covenant as to Ratio or percentage, not less than, third party interest/ title, rentals, negative lien, insurance, ROC and CERSAI filing etc. 4. Affirmative or restrictive · Credit rating · Credit downgrade Covenant as to minimum rating (Rating symbol), Standalone basis, consolidated, CE/SO rating, notch downgrade, etc. 5. Negative · Purpose/end-use · Change in nature and conduct of business · Change in management Fund raising/ borrowing/ encumbrance Change in Key Managerial Personnel (KMP), Auditor, Board of Directors, shareholding, restriction with amount, date till which applicable, any change or restriction with specifics, modification of charge/ creation of further charge, indebtedness/further investment etc. 6. Default . Default of principal or interest or both · Security creation default Covenant as....
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.... Certificate Status regarding maintenance accounts maintained under supervision of debenture trustee of Annual basis within 75 days of the end of the financial year 2. Disclosure of compensation arrangement with clients by Debenture Trustee on its websites: A Debenture Trustee shall disclose the nature of compensation arrangement with its clients on its website, including the minimum fee to be charged (in absolute terms or as a percentage of the issue size) and factors determining the same. 3. Calendar of interest/ redemptions, due and paid, to be displayed on the website of Debenture Trustee for the financial year: 3.1.A Debenture Trustee shall display on its website the ISIN wise details of interest/ redemption due to the holders of listed debt securities in respect of all issues during a financial year within five working days of start of financial year. 3.2.A Debenture Trustee shall also update such details for any new issue of debt securities handled during the financial year within five days of closure of the Issue. Page 70 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और à¤....
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....g follow up done by debenture trustee) 4. Details of Debenture issues handled by debenture trustee and their status: Debenture issues accepted during half year ended March / Sep 20 ... Debenture issues at end of last half year ended March / Sep 20 ... Debenture issues fully redeemed during half year ended March / Sep 20 ... Debenture issues outstanding as on Cumulating issues Type last day of half year ended March / Sep 20 ... handled up to the half year ended March / Sep 20 ... Page 73 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Secured Unsecured Total Secured Unsecured Total Secured Unsecured Total Secured Unsecured Total No. Amt. No. Amt No. Amt. No. Amt. No. Amt. No. Amt No. Amt No Amt. No. Amt. No. Amt. No. Amt. No. Amt. No. Amt. Public Rights Privately Placed Listed Total 5. Status of information regarding breach of covenants/ terms of the issue, if any action taken by Debenture Trustee: S. No. Name of the Listed Covenants / terms....
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....ils of usage of the funds, if any, during the quarter Additional remarks c. Accounts/ funds to be maintained in case of Municipal Debt Securities: S. No. Name of the Listed Entity Type of Issue (Public/ Privately Placed) Issue Size (in Rs. crores) Size/ Value of Fund/account maintained Action taken by debenture trustee, if any (in case of shortfall etc.) No lien escrow account Interest payment account Sinking fund account Page 76 of 122 SI à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 8. Status of information regarding any default by listed entity and action taken by Debenture Trustee Name of the listed entity Issue Type (Public/ Issue size (in Rs. Secured/ Unsecured Default of interest/ redemption Year of default Date of intimating/ sending Result of the voting (receipt of consents), if applicable Date of convening the meeting of debenture holders Date of enforcement of security Date details any and of other Date of conclusion of recovery proceedings Negative Positive Other (inclu....
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....g the Page 78 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India status of payment of interest/ repayment of principal on or before the due date. While seeking such information, the Debenture Trustee shall also intimate to CRAs. 3.1.2. If the Issuer confirms the status of such payment/ repayment or where no information is received from the Issuer on or before the due date, the Debenture Trustee shall accordingly provide ISIN-wise information to the CRAs latest by one day after such due date which shall state the following: a) Information about payment made on or before the due date or; b) Information about delay/ default in payment or; c) No information forthcoming from the Issuer on the payment status. 3.1.3. In cases where the CRAs have been informed as per point no. 3.1.2 above that no information is forthcoming from the Issuer on the payment/ repayment status, the Debenture Trustee shall update the payment/ repayment status to CRAs as and when any such information is available with the....
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....at such actions shall be taken by the Debenture Trustee promptly and in any case not later than next day of the occurrence of such events. Page 80 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex-VIIIA Sharing of information between Debenture Trustees and Credit Rating Agencies 1. Information from Credit Rating Agencies to Debenture Trustees: a) Rating assigned/revised for debt securities along with the rationale for the same. b) Press release, outstanding ratings etc. in respect of debt securities. c) Non-cooperation by the issuers with respect to sharing necessary information for monitoring the credit quality of the rated instrument with Credit Rating Agencies. d) Press release and separate communication to Debenture Trustee on withdrawal of rating post redemption of entire amount due towards. 2. Information from Debenture Trustees to Credit Rating Agencies: a) Whether the asset in respect of which security has been created is free from any encumbrance and adequate to en....
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....ar to the notice of investors by way of: a) disseminating the Investor Charter on their websites/through e-mail; b) displaying the Investor charter at prominent places in offices etc. 1.3. Trustee Association of India (TAI) shall also disseminate the Investor Charter on its website. 1.4. Additionally, in order to bring about transparency in the Investor Grievance Redress Mechanism, it has been decided that all the registered Debenture Trustees shall disclose on their respective websites, the data on complaints received against them or in respect of debt securities issues dealt by them and redress thereof, latest by seventh of the succeeding month, as per the format enclosed at Annex-IXB to this Master Circular. 2. Exclusive e-mail ID to redress of Investor Complaints: Page 83 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India In order to address the issue of having a direct and quicker forum for enabling investors to register their complaints expeditiously, a Debenture Trustee shall design....
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....hould also be uploaded in SCORES and preserved by the SEBI registered Debenture Trustee, for future reference. 3.5. Action taken by a Debenture Trustee will not be considered as complete if the relevant details/ supporting documents are not uploaded in SCORES and consequently, the complaints will be treated as pending. 3.6. A complaint shall be treated as resolved/ disposed/ closed only when SEBI disposes/ closes the complaint in SCORES. Hence, mere filing of ATR by a Debenture Trustee with respect to a complaint will not mean that the complaint is not pending against them. 3.7. Failure by a Debenture Trustee to file ATR under SCORES within thirty days of date of receipt of the grievance shall not only be treated as failure to furnish information to SEBI but shall also be deemed to constitute non-redress of investor grievance. 4. Dissemination of Information regarding Grievance Redress Mechanism: For information of all investors who deal/ invest/ transact in the market, the following shall be prominently displayed in the offices of Debenture Trustees: Dear Investor, In case of any grievance / complaint against the Intermediary: Please contact Compliance Officer....
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....rd of the Issuer in case of event of default. · Exercise due diligence to ensure compliance with the provisions of the Companies Act, 2013, the SEBI Regulations and the debenture trust deed by the Issuer. 3. Guidance pertaining to timelines for various services provided: S. No. Type of Activity/ Service Timeline (within no. of days) 1. Disclosure by Debenture Trustee on Website or Stock Exchanges, as applicable On continuous basis a. Revision in Credit ratings of debt securities 1 b. Status of payment of interest/ repayment of principal by the Issuer 1 On quarterly basis a. Monitoring of Security Cover Certificate for secured debt listed debt securities 75/90 b. Statement of value of pledged securities to Stock Exchange 75/90 C. Status of Quarterly compliance report submitted by the Issuer 75/90 On half yearly basis a. Details of issuances of listed debt securities handled by Debenture Trustee and their status 75 b. Status of information regarding breach of covenants/ terms of the issue, if any action taken by debenture trustee 75 C. Complaints received by debenture trustee(s) including default cases 75 d. Net worth certificate of ....
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....n etc. or of breach of covenants and/ or event of default from debenture trustees. c) of compromise or arrangement, to sanction any variation in the rights of the investors and to sanction any compromise or arrangement proposed to be made between the Issuer and investor(s). d) Call for a meeting to be convened by the debenture trustee on requisition in writing signed by investors holding at least 1/10th in value of the debentures for the time being outstanding. e) To lodge complaints with respect to their debt securities including non-receipt of interest and or principal etc. with Debenture Trustee. f) Receive information from Issuers as per SEBI Regulations and Companies Act, 2013. Investor Obligations - under obligation to: a) Read the information memorandum and debenture trust deed carefully before taking investment decision. b) Keep updated record with Depository Participant including bank details, address, email ID of first holder, PAN etc. at all times. Page 89 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securit....
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....मय बोरà¥à¤¡ Securities and Exchange Board of India Annex-IXB Data of complaints against Debenture Trustee to be displayed on its website- Format for disclosing of data of complaints on its website: 1. Data for the month ending: S. No. Received from Carried forward from previous month Received during the month Total Pending # Resol ved* Pending at the end of the month ** Average Resoluti on time^ (in days) Pendin g for less than 3 month s Pendin g for more than 3 month s 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchange s (if relevant) 4 Other Sources (if any) 5 Grand Total *Should include complaints of previous months resolved in the current month, if any. ** Should include total complaints pending as on the last day of the month, if any. ^Average resolution time is the sum total of time taken to resolve each complaint in the current month divided by total number of complaints resolved in the current month. Page 92 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤....
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.... Remedies 1. Event of default: 1.1. Regulation 51 read with the Explanation to Clause A (11) in Part B of Schedule III of the LODR Regulations defines 'default' as non-payment of interest or principal amount in full on the pre-agreed date which shall be recognized at the first instance of delay in the servicing of any interest or principal on debt. 1.2. In the manner of calling 'event of default', due to the presence of multiple ISINs which may have been issued under the same offer document or a single ISIN which may have been split across multiple offer documents it is clarified that 'event of default' shall be reckoned at the ISIN level, as all terms and conditions of issuance of security are same under a single ISIN even though it might have been issued under multiple offer documents. 2. Appointment of Director nominated by the Debenture Trustee on boards of issuers: 2.1. Regulation 23(6) of the 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-regulation....
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....rocess to be followed for seeking consent for enforcement of security and/or entering into an ICA shall be as under: 3.3.1. The Debenture Trustee shall send a notice to the investors within three days of the event of default by registered post/ acknowledgement due or speed post/ acknowledgement due or courier or hand delivery with proof of delivery as also through email as a text or as an attachment to email with a notification including a read receipt, and proof of dispatch of such notice or email, shall be maintained. 3.3.2. The notice shall contain the following: a) A provision for negative consent for proceeding with the enforcement of security; and b) A provision for positive consent for signing the ICA (in case the Debenture Trustee is approached by other lenders for signing/ joining the ICA); and c) the time period within which the consent needs to be provided, viz. consent to be given within 15 days from the date of notice; and Page 96 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of Indi....
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....d debt securities by number at the ISIN level. 4. Conditions for signing of ICA by Debenture Trustee on behalf of holders of listed debt securities 4.1. The Debenture Trustee(s) may sign the ICA and consider the resolution plan on behalf of the holders of listed debt securities upon compliance with the following conditions: a) The signing of the ICA and agreeing to the resolution plan is in the interest of holders of listed debt securities and in compliance with the Companies Act, 2013 and the rules made thereunder, the Securities Contracts (Regulations) Act, 1956 and the Securities and Exchange Board of India Act, 1992 and the rules, regulations and circulars issued thereunder from time to time. b) If the resolution plan imposes conditions on the Debenture Trustee that are not in accordance with the provisions of Companies Act, 2013 and the rules made thereunder, the Securities Contracts (Regulations) Act, 1956 and the Securities and Exchange Board of India Act, 1992 and the rules, regulations and circulars issued thereunder from time to time, then the Debenture Trustee shall be free to exit the ICA altogether with the same rights as if it had never signed the ICA. Und....
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....tions of Debenture Trustee arising out of the same has been outlined below: 1. Role of Debenture Trustee: 1.1. In case the Issuer fails to intimate the status of payment of the debt securities within stipulated timelines, then Debenture Trustee shall seek status of payment from the issuer and/ or conduct independent assessment (from banks, investors, rating agencies, etc.) to determine the same. Based on such assessment, Debenture Trustee shall intimate Stock Exchange and Depositories the status of payment of debt securities within nine working days of the maturity/ redemption date. 1.2. 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 further intimation is received from Issuer/ Debenture Trustee regarding the status of payment of such debt securities. 2. Continuous assessment of default status: 2.1. In case the Issuer fails to intimate the updated status of payment of the concerned debt securities within the stipulated timelines, the Debenture Trustee shall ca....
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....e(s) including type of activity, description of activity etc. - Risk-Based Supervision report - 2. The half-yearly compliance report shall be reviewed by the Board of Directors of the Debenture Trustee prior to the submission to SEBI. Page 103 of 122 531 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex-XIIIA COMPLIANCE CERTIFICATE FOR THE HALF YEAR ENDED SEPTEMBER/ MARCH 20 .. a) No conflict of interests with other activities: The activities other than debenture trusteeship performed by Debenture Trustee are not in conflict with Debenture Trustee activities and appropriate systems and policies have been put in place to protect the interests of debenture holders. b) Change in status or constitution: Reporting of changes in status or constitution' of Debenture Trustee including the following: i. Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 391 of the Companies Act, 1956 (1 of 1956) or the corresponding pro....
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....र विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter XIV: Guidelines on Outsourcing of Activities by Debenture Trustee 1. DT Regulations requires Debenture Trustees to render high standards of service and exercise due diligence and ensure proper care in its operations. It has been observed that often intermediaries resort to outsourcing with a view to reduce costs, and at times, for strategic reasons. 2. Outsourcing may be defined as the use of one or more than one third party - either within or outside the group - by a registered intermediary to perform the activities associated with services which the intermediary offers. 3. The principles for outsourcing to be followed by Debenture Trustee are specified at Annex-XIVA of this Master Circular. 4. A Debenture Trustee desirous of outsourcing its activities shall not, outsource its core business activities and compliance functions. 5. The Debenture Trustee shall comply with the provisions of SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and guidelines issued thereunder from time to time. 6. The Debenture Trustee shall be r....
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....he financial, reputational and operational performance of the Debenture Trustee and on the investors/ clients; Page 107 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India b) Ability of the Debenture Trustee to cope up with the work, in case of non-performance or failure by a third party by having suitable back-up arrangements; c) Regulatory status of the third party, including its fitness and probity status; d) Situations involving conflict of interest between the Debenture Trustee and the third party and the measures put in place by the Debenture Trustee to address such potential conflicts, etc. 2.2 While there shall not be any prohibition on a group entity/ associate of the Debenture Trustee to act as the third party, systems shall be put in place to have an arm's length distance between the Debenture Trustee and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shal....
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....r the ability of SEBI/ SRO or auditors to exercise its regulatory responsibilities such as supervision/ inspection of the Debenture Trustee. 4. The Debenture Trustee shall conduct appropriate due diligence in selecting the third party and in monitoring of its performance: 4.1 It is important that the Debenture Trustee exercises due care, skill, and diligence in the selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively. 4.2 The due diligence undertaken by an Debenture Trustee shall include assessment of: a) third party's resources and capabilities, including financial soundness, to perform the outsourcing work within the timelines fixed; b) compatibility of the practices and systems of the third party with the Debenture Trustee's requirements and objectives; c) market feedback of the prospective third party's business reputation and track record of their services rendered in the past; Page 109 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤....
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....customer data during the tenure of the contract and also after the expiry of the contract; g) specifies the responsibilities of the third party with respect to the IT security and contingency plans, insurance cover, business continuity and disaster recovery plans, force majeure clause, etc .; h) provides for preservation of the documents and data by third party; i) provides for the mechanisms to resolve disputes arising from implementation of the outsourcing contract; j) provides for termination of the contract, termination rights, transfer of information and exit strategies; k) addresses additional issues arising from country risks and potential obstacles in exercising oversight and management of the arrangements when Debenture Trustee outsources its activities to foreign third party. For example, the contract shall include choice-of-law provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction; l) neither prevents nor impedes the Debenture Trustee from meeting its respective regulatory obligations, nor the regulator from exercising its regulatory powers;....
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....d or misappropriated. 7.2 The Debenture Trustee shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a "need to know" basis and the third party shall have adequate checks and balances to ensure the same. Page 112 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 7.3 In cases where the third party is providing similar services to multiple entities, the Debenture Trustee shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality. 8. Potential risks posed where the outsourced activities of multiple intermediaries are concentrated with a limited number of third parties. In instances, where the third party acts as an outsourcing agent for multiple intermediaries, it is the duty of the third party and the Debenture Trustee to ensure that strong safeguards are put in place so that there is no co-mingling of information /documents, records and assets. Page 113 ....
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.... à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India the various provisions contained in SEBI Act/ Rules/ Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard. Page 115 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter XVI: General Guidelines for dealing with Conflicts of Interest by Debenture Trustee and its Associated Persons in Securities Market 1. All intermediaries, recognised stock exchanges, recognised clearing corporations and depositories (hereinafter collectively referred to as "such entities") are presently governed by the provisions for avoidance of conflict of interest as mandated in the respective regulations read with relevant circulars issued from time to time by SEBI. On the lines of Principle 8 of the International Organisation of Se....
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....ecurities while in possession of material non - published information 4.9. not to communicate the material non-published information while dealing in securities on behalf of others 4.10. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities; 4.11. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients; 4.12. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest; 5. The boards of the Debenture Trustee shall put in place systems for implementation of the provisions of this chapter and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. Page 117 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6. The said guidelines shall be in addition to the provisions, if any, contained in respective regulations/ circulars issued by t....
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....fore Interest, Taxes, Depreciation, and Amortisation ERP Enterprise Resource Planning FAR Fixed Asset Register FIU Financial Intelligence Unit IBBI Insolvency and Bankruptcy Board of India ICA Inter Creditor Agreement IM Information Memorandum IMPS Immediate Mobile Payment Service INR Indian National Rupee IOSCO International Organisation of Securities Commissions ISIN International Securities Identification Number IU Information Utility KYC Know Your Client LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 Page 120 of 122 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Term Description MCA Ministry of Corporate Affairs MRR Minimum Required Reserve NBFCs Non-Banking Finance Companies NCLAT National Company Law Appellate Tribunal NCLT National Company Law Tribunal NCS Regulations Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2....