SEBI forms expert group to review debenture trusteeship framework, invites public feedback
New Delhi, June 30
The Securities and Exchange Board of India has set up an Expert Working Group to undertake a comprehensive review of the regulatory framework governing debenture trustees, citing the evolving debt market and the growing role of trustees in protecting investor interests.
"Considering the evolving landscape of the Indian debt market and the increasing importance of Debenture Trustees in safeguarding the interests of debenture holders, a need has been felt to undertake a comprehensive review of the regulatory framework governing Debenture Trusteeship activities to align the same with the changing market dynamics," SEBI said in a press release.
The regulator noted that the SEBI (Debenture Trustees) Regulations, 1993 predate key market changes. "Since the introduction of the SEBI (Debenture Trustees) Regulations, 1993, the financial sector has undergone significant transformation, including the introduction of the Insolvency and Bankruptcy Code, 2016 and the growing participation of investors in the corporate bond market," it said.
The Expert Working Group will be chaired by Ananta Barua, Former Whole Time Member, SEBI, with Rajnish Kumar, Former Chairman, State Bank of India, as Co-Chairperson. Other members include Dr. ON Ravi, Former General Counsel and Executive Vice President, CCIL; Rahul Choudhary, MD & CEO, Axis Trustee Services Limited; Pratapsingh Nathani, MD & CEO, Beacon Trusteeship Limited; Ashish Pahariya, Partner, DSK Legal; Vinod Kothari, Partner, Vinod Kothari & Co.; Ajit Nath Jha, Vertical Head - Treasury & Resource Management, SIDBI; Pranjal Sharma, Director, The CFO Board; Mehul Pandya, MD & Group CEO, CareEdge Ratings; and Debashis Bandyopadhyay, Chief General Manager, SEBI as Member Secretary. A representative from the Finance Industry Development Council is also on the panel.
The terms of reference include a comprehensive review of the existing SEBI DT Regulations; examining representations and suggestions from market participants; recommending measures to strengthen the role of debenture trustees; reviewing net-worth requirements applicable to trustees and suggesting changes; and examining any other relevant matters related to debenture trusteeship activities.
SEBI is also seeking wider stakeholder input. The regulator has invited suggestions from the public, market participants and other stakeholders on the existing framework, "including measures for simplification, rationalisation and strengthening of the regulatory framework." Areas for feedback include streamlining provisions, removing redundancies, updating regulations in line with market developments, enhancing trustee roles and responsibilities, and easing compliance.
The review comes as corporate bond markets deepen and retail participation grows, making effective trustee oversight critical for investor protection and market confidence.
— ANI
Reader Comments
It's interesting to see how SEBI is trying to modernize regulations that were from 1993. Coming from a UK background where the trustee framework is much more robust, I do think India needs stronger enforcement when trustees fail to protect bondholders. The inclusion of IBC experts is a smart move. Let's hope the recommendations actually get implemented quickly.
I have mixed feelings. On one hand, updating the DT framework is necessary because the bond market has changed drastically. On the other hand, why do we always need expert groups and committees? Why can't SEBI just do its job and amend regulations based on market feedback directly? Feels like unnecessary bureaucracy sometimes. But I do appreciate the public consultation process.
As a small investor who started investing in corporate bonds last year, I welcome this review. The role of a debenture trustee should be more than just collecting signatures during default. We need them to monitor the issuer's financial health continuously, not just when there's trouble. Also, please simplify the language in the trust deeds - we retail investors find it very difficult to understand the legal jargon 😊
The inclusion of Rajnish Kumar (ex-SBI chairman) on this panel gives me some confidence - he understands the practical aspects of bond markets and trustee obligations. I think SEBI should also look at how overseas jurisdictions handle trustee liability when there's a default. The net-worth requirement for trustees definitely needs to be revised upwards - with larger bond issues, the current limits are inadequate. Good initiative overall.
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