Master Circular for Debenture Trustees in the IFSC · IFSCA-PLNP/80/2024-Capital Markets
IFSCA circular IFSCA-PLNP/80/2024-Capital Markets · 05 Aug 2025
IFSCA circular IFSCA-PLNP/80/2024-Capital Markets · 05 Aug 2025
Summary
Check the official recordThe International Financial Services Centres Authority (IFSCA) has issued a Master Circular to provide a comprehensive regulatory framework for Debenture Trustees operating within the IFSC. This circular outlines requirements for registration via the Single Window IT System (SWITS), payment of fees, governance standards, and operational conduct. It mandates strict adherence to KYC, AML, and CFT guidelines, including registration on the FIU-IND portal. The circular details obligations regarding due diligence for secured debt securities, continuous monitoring of issuers, and procedures for handling defaults, including the appointment of nominee directors. It also covers requirements for change in control, periodic reporting, annual compliance audits, cyber security resilience, and the process for surrendering registration.
What you must do
Key dates
Who is affected
If you do not comply
[Image omitted. See the official document.]
MASTER CIRCULAR
e.File No. IFSCA-PLNP/80/2024-Capital Markets
August 05, 2025
To, All Debenture Trustees in the International Financial Services Centre (IFSC) All recognised stock exchanges in the IFSC
Madam/Sir,
Sub: Master Circular for Debenture Trustees in the IFSC
The IFSCA has notified International Financial Services Centres Authority (Capital Market Intermediaries) Regulations, 2025 (“CMI Regulations”) with the objective of providing the regulatory framework for registration, regulation and supervision of capital market intermediaries operating in the international financial services centres in India.
The Authority hereby issues this Master Circular to specify the requirements or directions on various provisions pertaining to Debenture Trustees under the CMI Regulations.
This Master Circular is being issued in exercise of powers conferred by Sections 12 and 13 of the International Financial Services Centres Authority Act, 2019 read with regulation 45 of the CMI Regulations.
A copy of this circular is available on the website of the International Financial Services Centres Authority at www.ifsca.gov.in.
Yours faithfully,
Arjun Prasad General Manager arjun.pd@ifsca.gov.in
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Master Circular for Debenture Trustees
Table of Contents
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CHAPTER - I: REGISTRATION PROCESS
1. Application through SWIT System
1.1. The Hon’ble Finance Minister, in the Union Budget for FY 2023-24 announced - “Implementation of a single window IT-enabled system for application processing of entities desirous of setting up operations in GIFT IFSC to improve the Ease of Doing Business (EoDB)."
1.2. Towards this end, IFSCA has operationalised a Single Window IT System (SWIT System/ SWITS), which, inter-alia, contains a Common Application Form (CAF), created by merging several existing forms including business-specific Annexure Forms. The SWITS aims to harmonise and simplify the process of submission of application under the Acts specified under the First Schedule of the IFSCA Act, 2019, including any regulations or framework issued thereunder, in addition to the Special Economic Zones (SEZ) Act, 2005. The Application Form (Form-FA) for seeking Letter of Approval (LoA) from the Administrator (IFSCA) under the SEZ Act, 2005 is also the part of the SWITS and is integrated with the SEZ Online System.
1.3. Apart from this, the SWITS also integrates within itself a No objection Certificate (NoC) processing module that will ease the process of obtaining NoCs, wherever necessary, from the appropriate regulators viz. RBI, SEBI and IRDAI. In addition, SWITS also provides the facility for an entity to apply for Goods and Services Tax Number (GSTN), thereby simplifying the tax registration for businesses. Further, SWITS also enables the online payment of fees in USD for entities desirous of setting up operations in IFSC.
1.4. The link for accessing the SWITS platform is https://swit.ifsca.gov.in.
1.5. An entity desirous of seeking registration as a Debenture Trustee with the Authority shall submit/file its applications exclusively through SWITS¹ for seeking- 1.5.1. Registration as a Debenture Trustee under the provisions of the CMI Regulations; 1.5.2. Approvals from SEZ Authorities and registration from GSTN; and 1.5.3. NoC/requisite approval from appropriate regulators.
1.6. For more details, please refer to the circular titled “Single Window IT System inter-alia for registration and approval from IFSCA, SEZ authorities, GSTN, RBI, SEBI and IRDAI” issued by IFSCA on September 30, 2024 in this regard.
¹ Regulation 5 of IFSCA (Capital Market Intermediaries) Regulations, 2025.
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2. Payment of Fees
2.1. An applicant desirous of seeking registration as a Debenture Trustee under the CMI Regulations shall pay the application fee, as specified in Schedule-I of the circular titled “Fee structure for the entities undertaking or intending to undertake permissible activities in IFSC or seeking guidance under the Informal Guidance Scheme” (“IFSCA Fee Circular”) dated April 08, 2025, read with circular titled “Clarifications on the Fee structure for the entities undertaking or intending to undertake permissible activities in IFSC or seeking guidance under the Informal Guidance Scheme” dated April 23, 2025, at the time of making an application to the Authority. If an application is not accompanied by the mandated application fee, such an application shall not be considered by the Authority.
2.2. On intimation of the decision by the Authority to grant in-principle approval, the applicant shall, within 15 days of such an intimation, pay the applicable registration fees as specified in Schedule-I of the IFSCA Fee Circular.
2.3. In those cases where the applicant fails to pay the requisite registration fees within the specified time, it shall be presumed that the applicant does not wish to continue the process. In such a case, the Authority may at its discretion reject the application. An application once rejected, shall be treated as non-est. The rejection of the application, however, shall not render the entity ineligible for making a fresh application.
2.4. In case the Authority decides not to grant a registration to an applicant to whom a provisional / in-principle approval has been granted, the fees paid by the applicant towards obtaining licence, registration, recognition or authorization fee shall not be refunded.
2.5. The fees as specified in the Schedule-I of the IFSCA Fee Circular shall be paid to the following account of the Authority in USD:
Account Name: International Financial Services Centres Authority Account Number: 970105000174 Type of Account: USD Current Account Bank Name: ICICI Bank Limited SWIFT Code: ICICINAAXXX NOSTRO Details: CHASUS33XXX JP MORGAN CHASE BANK NA, NEWYORK, USA Account no: 833999532
2.6. An applicant from India (other than an entity already set up in the IFSC) desirous of getting registration from the Authority shall have the option to pay only the application fee and registration fee, as specified in the Schedule-I of the IFSCA Fee Circular, in INR into the following account of the Authority:
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Account Name: IFSCA FUND 2 Account Number: 39907189884 Name of the Bank: State Bank of India Type of Account: INR Current Account IFSC Code: SBIN0060228