Section 36 : Agreement to be concluded between debenture trustee and company

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1) An agreement has to be concluded between a company issuing debentures and a debenture trustee acting as a trustee for the protection of the interest of debenture-holders, in respect of the debentures to be raised by such company.

2) An agreement to be concluded pursuant to Sub-section(1) shall set out the following matters:

a) That the debenture trustee is entitled to carry out, or cause to be carried out, valuation of the company’s assets, project analysis or management analysis,

b) The period of repayment of the principal and interest of debentures subscribed by the debenture-holder, interest rate, mode of repayment of the principal and interest, mode of repayment of the principal and interest, and matter of conversion of debentures into shares, if there is such provision,

c) Matters, relating to a provision made on the lights of other creditors over the assets of the company and liabilities that may arise therefrom in the future.

d) A provision that, in the case of violation or nonfulfillment of the terms mentioned in the agreement or for any other reasonable reason, if it is required to take the control of financial transactions of the company or to take possession if the security as referred to in the agreement, the debenture trustee may take in his/her possession the assets or properties of such company to the property that he has taken as the security of guarantee or hold the security of guarantee with himself/herself or sell the same by auction or in any other appropriate manner,

e) Procedures for payment by the company of the service charges and other direct expenses of he debenture trustee,

f) That the debenture trustee shall not be liable to any loss or damage caused to the company or the debenture-holder from any act done by the trustee in
that capacity,

g) That, in the event of occurrence of any circumstances necessitating the liquidation of the company, the debenture trustee is entitled to take such legal action as may be taken in behalf of the debenture- holder and exercise the powers of the debenture holder.

h) Other necessary matters on the protection of interest of the debenture-holder.

3) The debenture trustee may, for the protection of interest of the debenture-holder, take security of the assets of the company and get such security registered in his name pursuant to the prevailing law.

4) Prior to the taking of security pursuant to Sub-section(3), the debenture trustee may, if he/she deems necessary, also carry out, or cause to be carried out, the calculation of property or assets to taken as security and the project analysis of management analysis of the company.

5) After the conclusion of an agreement between a debenture trustee and a company pursuant to this Section, such company has to obtain the approval of the debenture, trustee if any.

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