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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

Format of Due Diligence Certificate to be given by the DTs

28-Jan-2025 | SEBI/HO/DDHS-PoD3/P/CIR/2024/46

SEBI has issued a circular regarding the format of the Due Diligence Certificate to be given by the Debenture Trustees, effective from 28th January 2025.

By virtue of this circular, the formats for due diligence certificates in case of unsecured debt securities is specified in line with the Securities and Exchange Board of India ( Issue and Listing of Non-Convertible Securities) Regulations, 2021.

In furtherance of the above, Para 2.3.1 (a) and Para 2.3.1(b) of the Master Circular for Debenture Trustees have been modified to change the Regulation Number referencing with respect to the formats prescribed under Regulation 40 of SEBI (NCS) Regulations. The modified Para's now read as follows-
1. 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 SEBI NCS Regulations and Annex-IIAof this Master Circular].(Para 2.3.1 (a))
2. 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 the formats prescribed under regulations 40.1.(a) and 44.(3).(a) of the SEBI NCS Regulations and Annex-IIA of the Master Circular.

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