SEBI Debenture Trust Deed in Marathi

SEBI Debenture Trust Deed

This Debenture Trust. Deed is made at...... this...... day of....... between A 13 and Company Limited, a Public Limited Company registered under the Companies Act, 1956 and having its registered office at........ hereinafter referred to as "the Company" of the one part and M/s X Y Z Bank, a Banking Corporation constituted under the Banking Companies (Acquisition and Transfer of Undertaking) Act, 1970 having its head office at...... hereinafter referred to as the Trustee of the other part.

WHEREAS

1.     The Company is a public Company limited by shares under the provisions of the Companies Act, 1956 and has an authorised capital of rupees........ issued capital of rupees..... and subscribed capital of rupees..... divided into....... equity of rupees 100 each

2.     The Company is carrying oil business of manufacturing....... and proposes to expand the production by introducing a scheme of production of certain additional items of goods.

3.     The Company therefore proposes to raise capital by issuing debentures of the face value of rupees 1000 each and aggregating to rupees.............the debentures being partly convertible and partly non convertible.

4.     By its Memorandum of Association the Company is authorised to raise loan by issuing debentures and to secure them by a mortgage- and hypothecation of the Company's immovable and moveable properties on such terms as the Board of Directors may think fit and proper and in the interest of the Company.

5.     In the extraordinary general meeting of the share holders of the Company held on the...... day of........ a resolution has been passed unanimously under section 293(1) (a) of the Companies Act authorising the Board of Directors of the Company to raise the capital by issuing debentures as aforesaid and securing the same by mortgage and hypothecation of the immoveable and moveable assets of the Company by executing a deed of debenture trust in favour of the trustees.

6.     The Security and Exchange Board constituted under the SEBI Act of 1992, on the application of the Company has given its approval to the Company raising the capital by offering debentures to the public as proposed by the Company as aforesaid by letter (order) dated........

7.     The X Y Z Bank the Trustee herein above mentioned has been registered as debenture trustee under the Regulations of the SEBI and has consented to act as sole trustee: under this deed.

8.     The trustee has on the day of...... 2001 entered into an agreement With the company whereby he has agreed to act as the trustee under these presents for securing an issue of debentures for the company and this agreement also prescribes the time limit within which the security for the debentures shall be created that is within.... period from the date of an agreement.

9.     The trustee declares that it is not. an associate of the company and that it has not lent nor proposes to lend any moneys to the company.

10.  The SEBI has also approved the name of the trustee above named to be the sole trustee under this deed draft of whose has also been approved by the SEBI.

11.  The Company has also issued and published a prospectus as required by the Companies Act regarding the issue of the debentures.

12.  The Board of Directors in its meeting held on...... by a resolution proposed to issue debentures in terms and of the value and kind mentioned in the fourth schedule hereunder written.

NOW THIS DEED WITNESSETH and it is hereby agreed and declared by and between the parties hereto as follows -

1.     The head notes given to the clauses hereinafter appearing shall not affect the construction thereof and in these Presents the expressions or words following shall have the meaning given to (hem as hereinafter mentioned namely

a.     'The Trustee' means the Party hereto of the second or other part or the Trustee for (he lime being this draft deed.

b.    'Act means the Companies Act, 1956

c.     'Regulations' means the Regulations, 1993 made by SEBI with the modifications made therein made by SEBI from lime to time and any substituted Regulations made by SEBI or the Govt. of India for and governing the issue of debentures by a corporate body.

d.    'Debenture' means the debenture issued by the Company under the provisions of and secured by this deed.

e.     the SEBI' or 'Board' means the Board constituted by and under the Regulations made under SEBI Act of 1992.

f.     'The mortgaged premises' means the land and interest of the Company in the land, the buildings, the fixed machinery and the plant and the equipment, articles and things and expressed to be granted or transferred by this Deed and all other property of the Company hereby made specific security for the repayment of the monies for the time being owing and intended to be secured by these Presents and all future property hereafter to be assigned or transferred to the Trustee by the Company under the provisions hereof.

g.    The general assets means assels of the Company comprised in the floating charge created by clause 8 hereof and does not include specifically mortgaged properly.

2.      

a.     Debentures covered by these Presents. The debentures to be issued hereunder and which are entitled to the benefits of these presents are....... debentures of Rs. 1000 each of the aggregate nominal value of Rs........ (Rupees.......) and shall be in the form set out in the Third Schedule hereto.

b.    The debentures may be issued or re-issued to such persons and on such terms and either at par or at a premium or if and to the extent permissible by law, at a discount as stated in the Prospectus or advertisement.

3.     Power to issue further debentures. The Company shall be at liberty with such sanction if any, as may be required by law from time to time hereinafter during the continuance of the security hereby created, to issue at such date or dates and in such amount or amounts on such terms and conditions as the Board of Directors of the Company may from time to time decide upon, further debentures upto an amount not exceeding in the aggregate a further sum of Rs........ (Rupees.......) to be secured upon the mortgaged premises by one or more deeds either supplemental to these in point of security with the debentures hereby created and secured. In the event of the Company at any time or times exercising the right hereby given to issue further Debentures, it shall be entitled to call upon the Trustee to join with the Company in executing such Supplemental or further Deed or Deeds which shall, on execution, be duly stamped with ad-valorem stamp duty (if any) in respect of the mortgage thereby created and covering the issue of such further debentures.

4.     Interest payable on debentures. The Company shall, so long as the Debentures are outstanding, pay to the holders for the time being thereof on the nominal amount of the Debentures held by them respectively, interest at the rate of.......% per annum (subject to Income-Tax) and such interest shall be paid by equal half-yearly payments on the 1st day of....... and the 1st day of....... in each year. Interest shall be deemed to accrue due from day to day and the Company shall pay overdue interest at the same rate from the due date of payment upto the date the interest shall have been actually paid.

5.     Covenant to redeem. The Company hereby covenants with the Trustees that the Company shall redeem the debentures issued hereunder in the manner quoted in the debenture by paying to the holders for the time being of the Debentures then outstanding the nominal amount of the debentures together with interest upto the date of redemption against surrender of the debentures to be redeemed.

6.     Grant of land and buildings. The Company doth hereby grant and convey unto the Trustees All and Singular the said lands and premises particularly described in the First Schedule hereunder written TOGETHER with all other buildings standing and being thereon or on some part thereof and all things attached thereto together with all liberties, privileges, easements and appurtenances whatsoever to the said lands and premises or any of them or any part thereof respectively belonging or in anywise appertaining or usually held occupied or enjoyed therewith or reputed to belong or be appurtenant thereto AND all the estate, right, title, interest, claim and demand whatsoever of the Company in to and upon the said lands and premises and every part thereof respectively TO HOLD the same unto and to the use of the Trustee so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents but upon the trusts and for the purposes hereinafter expressed declared of and concerning the same.

7.     Transfer of moveable’s. The Company doth hereby transfer and assign unto the Trustees All and Singular the fixed machinery, plant, electrical and other equipment, fixtures, pipelines, implements, tools, appliances, accessories, furniture, articles, and things which now are and which are more particular but broadly set in the second Schedule herein-under written and shall from time to time hereafter during the continuance of this security be brought in affixed and installed in or upon or about the premises hereinbefore expressed to be granted, assigned and conveyed or fixed, placed or lying elsewhere and used or intended to be used for the purposes of the undertaking and business of the Company and All the estate, right, title, interest, claim and demand whatsoever of the Company and into and upon the said premises TO HOLD the same unto the Trustees absolutely so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents but upon the Trusts and for the purposes hereinafter expressed declared of and concerning the same.

8.     Floating charge. The Company hereby charges in favour of the Trustees with the payment of the debentures and the interest payable in respect of the debentures and all other moneys hereby secured all the property and assets of the Company for the time being both present and future including uncalled capital of the Company and its goodwill and undertaking and the benefit of all contracts of the Company for the supply of goods, power or energy and any fund created by the Company and investments for the time being representing the same so as to secure equally and rateataly the repayment of the principal moneys and interest and other moneys, but upon the trusts and for the purposes hereinafter expressed, declared of and concerning the same and also subject to all subsisting pledges thereof by the Company, and the charge created by this clause shall rank as a floating charge and shall accordingly in no way hinder or prevent the Company from mortgaging, charging, selling, alienating, leasing, paying, dividends out of profits after providing for full and adequate depreciation or otherwise disposing of or dealing with the premises charged by this clause in the ordinary course of its business and for the purpose of carrying on the same but so that the Company shall not, except as herein provided, be at liberty to create without the previous consent in writing of the Trustee any mortgage or charge upon the property and assets charged by this clause or any part thereof ranking in priority to or part passu with the security hereby created.

9.     Security of future assets. The Company will without any demand on the part of the Trustee convey unto the Trustee but upon the Trusts and for the purposes hereinafter expressed, declared of and concerning the same, also all other lands and premises which may hereafter be acquired by the Company for the purposes of the Company's undertaking and business upon and for the trusts and purposes in these presents contained and assign unto the Trustee all machinery plant, equipment articles and things of the nature mentioned in Clause 7 hereof which may hereafter be acquired by the Company for the purposes of the undertaking and business upon and for the trusts and purposes herein contained and all such lands, machinery, plant, equipment, articles and things shall as and when the same shall be acquired by the Company become and be part of the mortgaged premises. Any buildings and structures, machinery and plant, fixtures, fittings, equipment, installations, articles and things which shall from time to time hereafter during the continuance of this security be erected or installed or be in or upon or about the premises hereinbefore expressed to be hereby granted, conveyed, transferred and assigned or upon the lands that may hereafter be granted, conveyed, transferred and assigned or fixed or attached to or be brought in or upon any buildings or structures now standing or hereafter to be erected on the said premises and/or any part thereof respectively and used or intended to be used in connection with the business of the Company whether in substitution or replacement of or in addition to any buildings and structures, machinery and plant now standing or being or fixed or attached or used or intended to be used in connection with the business of the Company or otherwise shall be included in the present security and be subject to the trusts, provisions and covenants in these presents contained and the Company shall at its own cost forthwith vest the same, subject to the said charges thereon, in the Trustee.

10.  Trustee's power to sell the premises. The Trustee shall permit the Company to hold and enjoy the mortgaged premises and every part thereof and to carry on therein and therewith the business or any of the businesses of the Company authorised by the Memorandum of Association of the Company until the security hereby constituted shall become enforceable as hereinafter provided and at any time after the same shall have become enforceable and the Trustee may in their discretion without any such request as next hereinafter mentioned and shall upon being requested in writing by the holder or holders of at least three fourths of the debentures for the time being outstanding under these presents or by a special Resolution of a meeting of the debenture holders passed in accordance with the provisions of the Fourth Schedule hereunder written (but in either case without any further consent on the part of the Company) enter upon and take possession of the mortgaged premises or any of them respectively and may at the like discretion and shall upon the like request sell, call in, collect and convert into money the mortgaged premises or any part thereof with full power to sell any of the mortgaged premises either together or in parcels (and as to the fixed machinery and plant cither together with the buildings or land to or upon which the same shall be fixed or stand or be or separately or detached therefrom) and either by public auction or private contract and with full power upon every such sale to make any special or other stipulations as to title or evidence or commencement of title or otherwise or as to the removal of any property which may be sold separately or detached from the buildings and land or otherwise which the Trustee shall deem proper and with full power to buy in rescind or vary any contract for sale and to resell the same without being responsible for any loss which may be occasioned thereby and with full power to compromise and effect compositions and without the request or concurrence of the Company to do with regard to the mortgaged premises generally all or any of the things which the Trustee is hereby authorised to do or concur in doing with regard to the specifically mortgaged premises and for the purposes aforesaid or any of them to execute and do all such assurances instruments and things as the Trustees shall think fit.

11.  The first charge. The principal moneys interest and all other moneys payable in respect of the debentures and the principal moneys and interest and other moneys secured by these presents shall be a first mortgage so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents on the premises hereby respectively granted conveyed transferred assigned and assured or hereby covenanted to be assured and also subject as provided in Clause 8 hereof so as to secure equally and rateably the repayment of the principal money and interest and other moneys secured by these presents on the premises hereby charged and subject as aforesaid shall have precedence except as herein provided over all moneys which may hereafter be raised by the Company by any means whatsoever otherwise than by such dealings with the general assets as are permitted by clause 8 hereof and as between the holders inter of the debentures issued hereunder the debentures shall rank pari passa without any preference or priority by reason of date of issue or allotment or otherwise.

12.  Principal amount to become payable of default. The whole of the principal moneys shall be deemed forthwith to have become due and payable and the security hereby constituted shall (subject to the next succeeding clause hereof) become enforceable in each and every one of the following events:--

a.     If the Company makes default in the payment of any principal moneys which ought to be paid in accordance with these presents.

b.    If the Company makes default in the payment of any interest hereby secured on the date when such interest is by these presents made payable.

c.     If a distress or execution is levied upon any part of the mortgaged premises or if a Receiver of the Company's undertaking or property or any part thereof is appointed and such distress or execution is not satisfied or such Receiver discharged within fifteen days from the date of the levy or the appointment of the Receiver as the case may be.

d.    If the Company ceases or threatens to cease to carry on its business or stops payment or if it appears to the Trustee that the Company is carrying on business at a loss and that the further prosecution by the Company of its business will endanger the security of the debenture holders.

e.     If an order shall be made or an effective resolution passed for winding up the Company.

f.     If the Company commits a breach of any of the covenants, conditions or provisions herein contained and on its part to be observed and performed.

g.    If the Company shall make any alteration in the provisions of its Memorandum or Articles of Association which in the opinion of the Trustee is likely detrimentally to affect the interest of the debenture-holders and shall upon demand by the Trustees refuse or neglect or be unable to rescind such alteration.

h.     If the Company shall, except as herein provided, without the consent of in writing of the Trustee, create or purport or attempt to create any charge or mortgage ranking or which by any means may be made to rank on the premises hereby respectively mortgaged and charged pari passu with or in priority to the security hereby constituted.

i.      If at any time it appears from the Balance Sheet of the Company or the Trustee shall certify in writing, that in their opinion the liabilities of the Company exceed its assets including its uncalled capital or that the Company is carrying on its business at a loss.

13.  Notice to be given before enforcing power of sale etc. Before enforcing the security hereby created whether by entry, sale, calling in, collection or conversion or other dealing under the aforesaid trust in that behalf (hereinafter referred to as the Trust for conversion) the trustees shall, except in the case of such order or resolution for winding up the Company as aforesaid having been made or passed or of the happening of any of the events in sub clauses (d) (g) (h) and (i) mentioned in the last preceding clause and except when the trustee shall certify in writing that further delay would in its opinion be detrimental to the interests of the debenture-holders, give written notice of its intention to the Company and shall not execute the trust for conversion if in the case of such trust arising by reason of any default in payment of any principal moneys or interest the Company shall pay to the trustee payment of the principal moneys or interest so in arrears within one calendar month next after such notice shall have been given to the Company or if in the case of such trust arising by reason of any breach of covenant or provisions as aforesaid the Company shall upon such notice as aforesaid being given, fully perform the covenant or provision so broken if capable of then being performed or make good the breach thereof to the satisfaction of the Trustee: Provided that, no sale shall be effected in connection with the trust for conversion so far as regards any immoveable property of the Company unless and until the conditions for exercise of the power of sale specified in Section 69 of the Transfer of Property Act, 1882 or any statutory amendment thereof have been satisfied.