INVESTOR CHARTER – DEBENTURE TRUSTEES

1. Vision and Mission Statement for Investors

Vision:

• • Strive to protect the interest of investors in debt securities by acting as a trusted Debenture Trusteeship service provider.

Mission:

• To safeguard the interests of the investors in listed debt securities through adherence to regulatory guidelines.
• To achieve highest level of operational efficiencies through well-defined internal processes and domain expertise.

2.Details of services provided by Debenture Trustee.

• Facilitating documentation, exercising due diligence and timely creation of security for debt securities.
• Ensuring creation of securities by the Issuer and holding of security including safe custody of documents.
• Monitoring of payment of interest/redemption of principal.
• Monitoring security cover and other financial covenants.
• Dissemination of rating revision/interest/redemption information by disclosing on Trustee’s website/ with Credit Rating Agencies/SEBI.
• Timely and Effective resolution of investors complaints.
• Ascertain that the debentures have been converted or redeemed in accordance with the conditions under which they were offered to the investors.
• Enforcement of security as per terms of issue/regulatory guidelines.
• Appoint a nominee director on the Board of the issuer company.
• 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 company.

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
e.	Net worth certificate of guarantor to stock exchange (in case NCDs are secured by way of personal guarantee)	75
On annual basis
a.	Financials/value of guarantor prepared on basis of audited financial statement etc. of the guarantor (in case listed debt securities are secured by way of corporate guarantee)	75
b.	Status regarding maintenance of accounts maintained under supervision of debenture trustee	75
c.	Status of information regarding any default by the Issuer and action taken by debenture trustee	75
d.	Utilization Certificate submitted by the Issuer	75
Once in three years
a.	Valuation report and title search report for the immovable/movable assets, if any.	75
2.	Other services/activities
a.	Providing copy of debenture trust deed to investor	7
b.	Redressal of Investor Grievances by Debenture Trustee	30
c.	Notice to be issued by Debenture Trustees in case of change in terms of debt securities including rollover, redemption of debt securities etc.	15

4. Guidance pertaining tospecial circumstances

BREACH OF COVENANT AND/OR EVENT OF DEFAULT

• The Debenture Trustee(s) shall take following steps in case of breach of covenants or terms of issue and/or event of default:
  • send a notice to the investors within 3 days of breach of covenants or terms of issue and/or event of default.
  • convene the meeting of investors within 30 days of breach of covenants or terms of issue and/or event of default.
  • to enforce security or enter into the Inter Creditor Agreement or as decided in the meeting of investors.

5. Rights and Obligations of Investors

Investor Right – right to

• To inspect debenture trust deed, to obtain copy of debenture trust deed and related documents as per prevailing state stamp laws.
• Receive notice
• of any change in terms of debt securities including rollover, redemption etc.
• of breach of covenants and/or event of default from debenture trustees.
• 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 company and investor(s)
• Call for 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.
• To lodge complaints with respect to their debt securities including non-receipt of interest and or principal etc. with Debenture Trustee.
• Receive information from Issuers as per SEBI Regulations and Companies Act, 2013.

Investor Obligations – under obligation to

• Read the information memorandum and debenture trust deed carefully before taking investment decision.
• Keep updated record with Depository Participant including bank details, address, email ID of first holder, PAN etc. at all times.
• Keep themselves updated with all information on public domain such as, debenture trustee website, Stock exchange, India bond Info etc. and any other platform introduced from time to time.
• Participate in the meeting called by debenture trustee.
• Cooperate with debenture trustee and provide information to debenture trustee
• Respond to debenture trustee’s requests/letters/notices with clear and specific mandate within time period specified in the letter/notice by debenture trustee.

6. Details of grievance redressal mechanism

• Investor shall check the website of debenture trustees https://www.axistrustee.in/investor-grievances.aspx for the dedicated grievance email ID and other relevant details of the grievance redressal division/compliance officer for the purpose of registering grievances/complaints and any enquiry.
• For lodging the grievance, the investor can write to debenture trustee’s dedicated grievance email ids or letter or can directly lodge complaints on link provided by Debenture Trustee on its website.
• While lodging a complaint it is necessary for investor to mention following:
  • Nature of Complaint
  • Name of Issuer Company
  • Holding details including ISIN
  • Full Name of Debenture Holder
  • PAN
  • Correct Email ID

• Upon receipt of the complaint, the Debenture Trustee after due verification shall send intimation of redressal/resolution of complaint via email / letter as applicable within the timeline.
• In case complaint is required to be escalated to issuer company by debenture trustee, same shall be escalated within 7 days of receipt of complaint.
• If the investor is not satisfied with the redress/resolution of the complaint by the debenture trustee, or the issuer, investor can lodge the complaint on the SEBI Complaints Redress System - SCORES ( https://scores.sebi.gov.in/)or harness the dispute resolution mechanism specified by SEBI from time to time with respect to the Issuer.