The Note Trust Deed is a fundamental document in Indian debt capital markets, used when a company wishes to issue notes or debentures to multiple investors. It establishes a trust structure where a professional trustee holds the benefit of the issuer's obligations on behalf of the noteholders, providing efficiency and security in note issuance and administration. The document is essential for compliance with Indian securities laws and SEBI regulations, particularly when issuing debt instruments to multiple investors. The Note Trust Deed includes comprehensive provisions covering note terms, trustee powers, security (if applicable), enforcement mechanisms, and noteholder rights. It's commonly used in both secured and unsecured note issuances, corporate bonds, and structured finance transactions in India.

1. Parties: Identifies the Issuer, Trustee, and any other relevant parties to the deed

2. Background: Sets out the context of the note issuance and the purpose of establishing the trust

3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles

4. Appointment of Trustee: Formal appointment of the trustee and acceptance of the trust

5. Declaration of Trust: Establishes the trust and defines the trust property

6. Issue of Notes: Details the terms and conditions of the note issuance

7. Form and Status of Notes: Describes the format, denomination, and ranking of the notes

8. Register of Noteholders: Provisions regarding maintenance and access to the register of noteholders

9. Covenants of the Issuer: Issuer's obligations and undertakings

10. Powers and Duties of Trustee: Comprehensive list of trustee's powers, responsibilities, and duties

11. Remuneration and Indemnification of Trustee: Terms of trustee compensation and protection

12. Events of Default: Defines circumstances constituting default and consequences

13. Enforcement and Recovery: Procedures for enforcing noteholder rights and recovering amounts due

14. Meetings of Noteholders: Procedures for conducting noteholder meetings and passing resolutions

15. Notices: Requirements for giving notices under the deed

16. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes