Description

Consolidated regulations governing debenture trustees in India, including registration requirements, eligibility criteria, and operational obligations. Last amended on October 27, 2025.

Summary

This document provides the consolidated text of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, incorporating all amendments up to October 27, 2025. These regulations establish the framework for registration, eligibility, obligations, and operational requirements for debenture trustees who oversee debt securities issuances in India. The regulations were originally notified on December 29, 1993, and have been amended multiple times to align with evolving market practices and the Companies Act, 2013.

Key Points

  • Regulations enacted under Section 30 of the SEBI Act, 1992 with Central Government approval
  • Defines key terms including “associate”, “body corporate”, “certificate”, and “change in control”
  • “Body corporate” includes public financial institutions, NBFCs, PSUs with listed debt securities, and other debt security issuers
  • “Associate” defined per Companies Act, 2013 Section 2(6) and applicable accounting standards
  • “Change in control” defined differently for listed vs. unlisted entities
  • Most recent amendment dated October 27, 2025 inserted definition of “Board”
  • Applies to all debenture trustees operating in Indian capital markets

Regulatory Changes

Recent Amendments (2025)

  • October 27, 2025: Inserted clause (aaa) defining “Board” as the Securities and Exchange Board of India established under Section 3(1) of the SEBI Act

Historical Key Amendments

  • July 13, 2017: Substituted definition of “associate” to align with Companies Act, 2013 and accounting standards
  • September 7, 2006: Inserted definition of “Act”
  • August 8, 2000: Originally inserted “associate” definition with control-based criteria

Definition Updates

  • Enhanced scope of “body corporate” to explicitly include NBFCs, PSUs, and issuers under SEBI (Issue and Listing of Debt Securities) Regulations, 2008
  • “Change in control” now has bifurcated definition based on listing status of the entity

Compliance Requirements

For Debenture Trustees

  • Must obtain certificate of registration from SEBI to operate as debenture trustee
  • Subject to eligibility criteria and ongoing compliance obligations (detailed in subsequent chapters of the regulations)
  • Must understand and apply definitions of “associate” and “change in control” for conflict of interest and related party assessments

For Debt Security Issuers

  • Must appoint registered debenture trustees for debt securities issuances
  • Includes public financial institutions, NBFCs, PSUs with listed/to-be-listed debt securities
  • Must comply with disclosure requirements regarding trustees

For Market Participants

  • All entities involved in debt securities transactions must recognize SEBI-registered debenture trustees only
  • Related party and associate relationships must be disclosed per updated definitions

Important Dates

  • December 29, 1993: Original regulations notified and came into force
  • August 8, 2000: Associate definition inserted
  • September 7, 2006: “Act” definition inserted
  • July 13, 2017: Associate definition substituted
  • October 27, 2025: Latest amendment - “Board” definition inserted (effective date)
  • November 2025: Consolidated version published

Impact Assessment

Market Impact

  • Provides legal certainty and standardized framework for debenture trustee operations
  • Enhanced definitions improve clarity on related party relationships and control changes
  • Strengthens investor protection in debt securities market
  • Facilitates consistent interpretation of trustee obligations across market participants

Operational Impact

  • Debenture trustees must ensure compliance with updated definitions, particularly regarding associates and change in control
  • Enhanced scope of “body corporate” expands applicability to broader range of debt issuers including NBFCs and PSUs
  • Entities must review existing trustee arrangements to ensure compliance with current regulatory framework
  • Control change assessments now require different analysis for listed vs. unlisted entities

Compliance Impact

  • Registration requirements create barrier to entry ensuring only qualified entities act as trustees
  • Periodic review of associate relationships required to maintain compliance
  • Change in control triggers may require notification and potential re-assessment of trustee arrangements
  • Legal and compliance teams must familiarize themselves with consolidated regulatory text

Impact Justification

Comprehensive regulatory framework for debenture trustees with recent amendments. Critical for all entities involved in debt securities issuance and those acting as debenture trustees.