SEBI has proposed amendments to the NCS Regulations, DT Regulations, and LODR Regulations to enhance ease of doing business (EoDB) for Debenture Trustees (DTs). These reforms align with the Finance Minister’s FY 2023-24 budget goal to simplify financial compliance. A working group reviewed public feedback and recommendations, resulting in proposed measures such as mandating information sharing timelines between depositories and DTs, clarifying expense reimbursements from the Recovery Expense Fund (REF), and introducing model Debenture Trust Deeds (DTDs). The proposed DTD formats, tailored for various issuance types, aim to standardize documentation while allowing issuers limited deviation with documented rationale. SEBI also plans amendments to enable these changes via circulars and will require issuers to provide detailed deviations in relevant prospectuses. These measures, supported by industry feedback and SEBI’s Corporate Bonds and Securitisation Advisory Committee, aim to reduce costs and simplify compliance for DTs. The proposals now await approval and implementation by SEBI’s Board.
Securities Exchange Board of India
Measures for Reforms to Debenture Trustees Regulations including towards Ease of Doing Business
1. Objective
1.1. This Board Memorandum proposes amendments to the SEBI (Issue and Listing of Non-convertible Securities) Regulations, 2021 (“NCS Regulations”), SEBI (Debenture Trustees) Regulations, 1993 (“DT Regulations”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2014 (“LODR Regulations”) to introduce measures for Ease of Doing Business (“EoDB”) for DTs.
1.2. This Board Memorandum also proposes to apprise the Board of the guidelines to be issued by SEBI by way of circulars to give effect to EoDB measures for DTs.
2. Background
2.1. The Hon’ble Finance Minister in the budget announcements for FY 2023-24, inter-alia, made an announcement to simplify, ease and reduce cost of compliance for participants in the financial sector through a consultative approach.
2.2. Further, in order to promote the EoDB and reduce the compliance burden, SEBI vide Press Release dated October 04, 2023 had also sought comments from the public on various SEBI Regulations.
2.3. To improve ease of doing business related to activities of DTs, a working group was constituted by SEBI to examine and give recommendations on EoDB measures including on the comments received from public and regulated entities.
2.4. The recommendations of the working group on EoDB (“Working Group”) were placed before the Corporate Bonds and Securitisation Advisory Committee (“CoBoSAC”) and based on the recommendations of CoBoSAC and subsequent deliberations, SEBI issued a consultation paper titled “Consultation Paper on Measures for Reforms to Debenture Trustees Regulations including towards Ease of Doing Business” seeking comments / views / suggestions from the public on the measures. The recommendations of the CoBoSAC along with public feedback have been considered for the proposals made to the Board.
3. Consultation
3.1. A total of 17 entities responded to the consultation paper with their views/ inputs/ suggestions. The respondents include Department of Economic Affairs, market participants, debenture trustees, law firms, practicing company secretaries and investors. The respondents are broadly in agreement with the proposed measures and a summary of the respondents agreeing / partially agreeing / disagreeing to the proposals made in the consultation paper is as under:
| Proposal
No. |
Proposal Description | in number (and in %) | |||
| Agree | Partially Agree |
Disagree | Total Count |
||
| 1.1 | Whether the proposal to hive off the
DT activities, other than those |
2
(20%) |
2
(20%) |
6
(60%) |
10
(100%) |
| 1.2 | Whether the sunset period of 1 year, beyond which the hived-off entity shall not use the brand or corporate name of the regulated entity, is appropriate and adequate? |
2
(33%) |
2
(34%) |
2
(33%) |
6
(100%) |
| 1.3 | Whether the proposed amendments for instituting Activity Based Regulation for DTs are appropriate and adequate? |
2
(40%) |
0
(0%) |
3
(60%) |
5
(100%) |
| 2.1 | Whether the proposal for aggregating debenture holders across ISINs for voting and decisions in case of shared security interest on pari-passu basis appropriate and adequate? |
3
(23%) |
6
(46%) |
4
(31%) |
13
(100%) |
| 2.2 | Whether the proposal being made applicable on prospective basis and choice being given in case of outstanding issuances to the debenture holders to choose the method to be followed for reckoning of default and decisions to be taken thereof, is appropriate and adequate? |
2
(18%) |
6
(55%) |
3
(27%) |
11
(100%) |
| 2.3 | Whether the insertion of definition of ‘cross default’ in the LODR Regulations is appropriate and adequate? | 4
(31%) |
5
(38%) |
4
(31%) |
13
(100%) |
| 3.1 | Whether the proposal to insert a new section/ Regulation 15A captioned ‘Rights of DTs exercisable to aid in performance of their duties, obligations, roles & responsibilities’ including the specified provisions in the DT Regulations, is appropriate and adequate? |
6
(60%) |
4
(40%) |
0
(0%) |
10
(100%) |
| 3.2 | Whether the mandate on the depositories and stock exchanges to share the specific information with the DTs, including the specified timeline, is appropriate and adequate? |
8
(89%) |
1
(11%) |
0
(0%) |
9
(100%) |
| 3.3 | Whether the proposal to replace the phrase ‘promptly’ with ‘unless otherwise specified, as soon as reasonably possible and in any case not later than twenty-four hours from the occurrence of the event or information’, appropriate and adequate? |
8
(100%) |
0
(0%) |
0
(0%) |
8
(100%) |
| 3.4 | Whether the timeline for submission of information by Issuers to the DTs as specified is appropriate and adequate? |
6
(67%) |
2
(22%) |
1
(11%) |
9
(100%) |
| 4.1 | Whether the proposal to explicitly specify the list of expenses for which the DT can be reimbursed from the Recovery Expense Fund (REF) is appropriate and adequate? | 8
(73%) |
3
(27%) |
0
(0%) |
11
(100%) |
| 4.2 | Whether the proposal for intimation to the debenture holders, instead of obtaining prior approval, in case of an identified list of expenses appropriate and adequate? | 6
(75%) |
2
(25%) |
0
(0%) |
8
(100%) |
| 43. | Whether the proposal of obtaining prior approval, in case of other activity (other than those explicitly mentioned) towards enforcement/ legal proceedings (excluding unpaid remuneration of the DT by the issuer), appropriate and adequate? |
7(78%) | 1(11%) | 1(11%) | 9(100%) |
| 4.4 | Whether the proposal of updating the debenture holders regarding the utilization of REF on a periodic basis appropriate and adequate? | 8
(100%) |
0(0%) | 0(0%) | 8 |
| 4.5 | Whether the proposal for submission of an independent auditor’s certificate by the DTs to the Stock Exchange regarding the expenses incurred and its verification, before reimbursement from the REF appropriate and adequate? |
6(67%) | 1 (11%) | 2(22%) | 9(100%) |
| 5.1 | While multiple model Debenture Trust Deeds (DTDs) may be published by SEBI in consultation with ISF, whether the current proposal of providing a model DTD having four parts – Part A to Part D, is appropriate and adequate? |
5(36%) | 2(14%) | 7(50%) | 14(100%) |
| 5.2 | Whether the proposal that the model DTD may be deviated from, provided that a key summary sheet capturing the deviations along with rationale is included in the GID/ KID/ Shelf Prospectus, is appropriate and adequate? | 5
(38%) |
2
(16%) |
6(46%) | 13(100%) |
| 5.3 | Whether the amendment to Regulation 18(4) of NCS Regulations and Regulation 14 of the DT Regulations is appropriate and adequate? |
8
(61%) |
3
(23%) |
2
(16%) |
13
(100%) |
3.2. The suggestions received from Working Group, CoBoSAC recommendations on the same, feedback received pursuant to public consultation and views of SEBI thereon are summarized at Annexure A. The reference to relevant table of Annexure A has been made in the proposals mentioned in subsequent paras.
4. Specifying Activity Based Regulation for DTs (Table No. 1)
4.1. Extant Regulatory Provision
4.1.1. Regulation 13A of DT Regulations provides for scenarios in which a SEBI-registered DT cannot be appointed as a DT to an issuance. The DT Regulations do not explicitly provide restrictions for carrying out any other activities/ services by the DTs.
4.2. Rationale for proposed change
4.2.1. DT Regulations have been notified by SEBI in order to regulate trusteeship activities being carried out by DTs, as required under various SEBI Regulations. However, based on the data obtained from top five active DTs for FY 2022-23 and FY 2023-24, it is observed that DTs are also undertaking significant amount of other activities, that do not fall under the purview of SEBI, as given in the table below:
| Type of Business Activity/ services being provided by DTs | Total revenue (INR crores) | % of total revenue |
| Activities under SEBI purview (Listed NCDs, AIF Trustee, REIT/ InvIT Trustee) | 170.14 | 29.66 |
| Trusteeship activities under purview of other
regulators (Securitisation trustee, security trustee, public deposit trustee) |
205.64 | 35.85 |
| Trusteeship Services (Share pledge, escrow
agent, facility agent, Monitoring Agent, etc.) and Trustee for unlisted NCDs not appearing to be regulated or under any other authority |
163.52 | 28.51 |
| Others | 34.31 | 5.98 |
| Total | 573.61 | 100.00 |
4.2.2. The revenue received for activities falling under the purview of SEBI aggregates to approximately only 30% of the total revenue of the trustee business. Thus, a significant amount of commercial relationship of the trustees is associated with issuer company in terms of providing other forms of businesses, which are outside the purview of SEBI, and accordingly where SEBI is not able to deal with the grievances of investors/ other stakeholders or issues as may arise from such activities.
4.2.3. While, it is observed that some of the DT activities fall under the purview of other Financial Sector Regulator/ authority, there are some of the activities where it is not clear as to which authority is regulating the same. Hence, DT activities which are not under the purview of SEBI and any other Financial Sector Regulator/ Authority may pose regulatory and systemic risks in the market.
4.3. Proposal
4.3.1. It is proposed to amend DT Regulations to specify the following:
4.3.1.1. The DTs shall not carry out any activity other than the trusteeship activities of securities that are listed or proposed to be listed on a stock exchange recognized by the Board. However, the DTs, which are a regulated entity under purview of Financial Sector Regulator/ Authority (other than SEBI), may continue to carry out activities under the purview of such Financial Sector Regulator/ Authority or activities notified by SEBI, under the guidelines of the Financial Sector Regulator/ Authority as may be specified from time to time. Further, DTs which are not a regulated entity under purview of Financial Sector Regulator/ Authority (other than SEBI) can carry out activities under the purview of any Financial Sector Regulator/ Authority or activities notified by SEBI, only under express guidelines of a Financial Sector Regulator/ Authority specifically issued towards such ends. Additionally, grievances related to such activities, not falling under the purview of SEBI, shall also come under the jurisdiction of the respective Financial Sector Regulator/ Authority. SEBI-registered DTs, while undertaking activities other than SEBI-regulated activities, should not project themselves as SEBI-regulated DTs and explicitly specify the regulator/ authority under whose purview such activities are being undertaken.
4.3.1.2. All the other activities being undertaken by DTs, not falling under the purview of any Financial Sector Regulator or any authority as may be specified by SEBI or which require issuance of express guidelines of a Financial Sector Regulator/ Authority when such guidelines have not been issued, need to be hived off to a separate legal entity within a period of 1 year from the date of notification. The hived-off legal entity shall not use the brand or corporate name of the regulated entity beyond a sunset period of 1 year from the date of creation of the such legal entity. The regulated entity, undertaking DT activities, may share resources (people, infrastructure, IT, safekeeping facilities, etc.) with the hived-off entity, while segregating legal liability.
4.3.1.3. Entities that do not propose to undertake SEBI-regulated activities need not seek registration.
4.3.1.4. This measure shall also assist the DT which are inactive, or continuing their registration only on account of any residual role as a trustee which may be under the domain of other financial sector regulators or which may be in the unregulated domain.
5. Definition of “cross-default” and aggregation of debenture holders across ISINs for voting and decisions in case of shared security interests (Table No. 2)
5.1. Extant Regulatory Provision
5.1.1. Currently, the DTD deals with the scenario of “cross default”, i.e. default by the issuer on another debt security. The term “cross-default” is not defined in the LODR Regulations.
5.1.2. Further, any default by the issuer is considered as an ISIN level default, irrespective of whether the debt securities are issued under a single offer document or more than one offer document.
5.1.3. Regulation 17(2) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“NCS Regulations”) reads as under:
“(2) Any default committed by the issuer shall be reckoned at the International Securities Identification Number level notwithstanding the debt securities and/or non-convertible redeemable preference shares being issued under different offer documents.”
5.1.4. Further, Clause 1.2 of Chapter X on “Breach of Covenants, Default and Remedies” in the Master Circular for DTs dated May 16, 2024 (“Master Circular for DTs”) reads as under:
“In the manner of calling ‘event of default’, due to the presence of multiple ISINs which may have been issued under the same offer document or a single ISIN which may have been split across multiple offer documents it is clarified that ‘event of default’ shall be reckoned at the ISIN level, as all terms and conditions of issuance of security are same under a single ISIN even though it might have been issued under multiple offer documents.”
5.2. Recommendation of Working Group (WG) and proposal in Consultation paper
5.2.1. Currently, DTs face difficulties in obtaining requisite approvals in cases where there is shared security interest and where the default is not triggered across ISINs.
5.2.2. In this regard, the WG observed the following based on the cross-default clauses in certain DTDs:
5.2.2.1. Default in one ISIN triggers the default in all the ISINs under a single offer document;
5.2.2.2. Default in one ISIN triggers the default in all the ISINs issued by a single issuer;
5.2.2.3. Defaults in the case when two charges (pari-passu or senior/ subordinate) are created on a single asset, wherein decision of debenture holders of one ISIN with respect to the security creation/ enforcement affects the other debenture holders of other ISIN.
5.2.3. The WG recommended that where the security interest is shared across multiple ISINs or there are shared rights, decisions and voting shall be done across all such ISIN-holders.
5.2.4. It was observed that wherever security interests are shared across ISINs, most of the security interests are shared on pari-passu basis. Accordingly, it was proposed in consultation paper that in cases where the security interest is shared across multiple ISINs on pari-passu basis, decisions and voting can be aggregated across all such ISIN-holders and, in case there are multiple debenture trustees involved, they can coordinate amongst each other for the voting and decision to be taken thereof. Otherwise, since all the terms and conditions are same at the ISIN level and same is pari-passu, the reckoning of the event of default and the voting and decisions thereafter shall continue to be done at the ISIN level.
5.2.5. However, certain disagreements received as part of the public consultation stated as under:
5.2.5.1. The proposal of bringing voters across ISINs subjects the bond holders of one ISIN to decisions of bond holders of other ISINs. Further, due to lack of inter creditor agreements as a norm, lenders having same shared security would be able to exercise their rights whilst bond holders wouldn’t be able to.
5.2.5.2. The proposal may also possibly increase the timeline for enforcement.
5.2.5.3. Mandating a definition of cross default that is limited to the listed debt market, would reduce the flexibility of the debenture holders.
5.3. Proposal
5.3.1. In view of the merit in the disagreements, it is proposed to continue with the present provisions of voting at ISIN level and not define cross-default explicitly in the regulations.
6. Insertion of provisions in DT Regulations specifying Rights of DTs exercisable to aid in performance of their fiduciary duties, obligations, roles & responsibilities and corresponding obligations on the issuer under LODR Regulations to enable timely fulfilment of duties by DTs (Table No. 3)
6.1. Extant Regulatory Provision
6.1.1. Currently, there is no distinct provision available in the DT Regulations specifically as “Rights of DTs exercisable to aid in performance of their duties, obligations, roles & responsibilities”. Instead Regulation 15 of DT Regulations have provisions ranging from 15(1)(a) to 15(7) under the head “Duties of DTs”, which are in the nature of the rights to be exercised by the DTs.
For example, Regulation 15(5) which inter-alia reads as under:
“A debenture trustee may inspect books of account, records, registers of the body corporate and the trust property to the extent necessary for discharging its obligations.”
6.1.2. Regulation 56 (1) of the LODR Regulations mentions the list of information/documents that the listed entity shall forward to the DTs promptly.
6.1.3. Regulation 30 (6) of the LODR Regulations reads as under:
“The listed entity shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than the following:
(i) thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken;
(ii) twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity;
(iii) twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity: Provided that disclosure with respect to events for which timelines have been specified in Part A of Schedule III shall be made within such timelines:
Provided further that in case the disclosure is mad after the timelines specified under this regulation, the listed entity shall, along with such disclosure provide the explanation for the delay.”
6.1.4. Regulation 56(2) of LODR Regulations reads as under:
“The listed entity shall forward to the debenture trustee any such information sought and provide access to relevant books of accounts as required by the debenture trustee.”
6.2. Recommendation of Working Group and Rationale
6.2.1. On account of the absence of distinct provisions in the DT Regulations with regard to “Rights of DTs exercisable to aid in performance of their duties, obligations, roles and responsibilities”, the WG had recommended to omit certain provisions of Regulation 15 and insert them under the distinct head “Rights of the DTs” inter-alia providing the DT the right to call for information from the issuer and right to be reimbursed from the Recovery Expense Fund (REF) towards expenses incurred for enforcement of the security.
6.2.2. Further, the WG also mentioned regarding certain compliance obligations, especially in terms of the timeline for compliance by the issuers, which have been bestowed upon the DTs; however, corresponding responsibility, in respect of such provisions, has not been explicitly established for the Issuers. Hence, the WG recommended alignment of the post-issue related duties of DTs with Regulation 30 and Regulation 56 of LODR Regulations such that the responsibility of submitting the documents and intimations falls primarily on the issuer. The same would further enforce the present obligations on the part of the issuer to provide the requisite documentation to DTs in a timely manner thereby enabling the DTs to perform their functions efficiently. Such change will also enable the DTs to keep a track of the status of compliances by the issuer and would also be in the interest of the debenture holders.
6.3. Proposal
6.3.1. It is proposed to omit Regulation 15(5) and introduce a specific section “Rights of DTs exercisable to aid in performance of their duties, obligations, roles & responsibilities” inter-alia providing the DT the right to call for information from the issuer and right to be reimbursed from the REF towards expenses incurred for enforcement of the security up to the pre-specified limit specified by SEBI, of 0.01% of issue size subject to maximum of Rs. 25 lakhs.
6.3.2. It is also proposed that Regulation 56(1) of LODR Regulations may be modified to the extent that the phrase “promptly” may be replaced with ‘unless otherwise specified, as soon as reasonably possible and in any case not later than twenty-four hours from the occurrence of the event or information’ (taking cue from Regulation 30(6) for events that are external to the entity in case of equity issuances).
6.3.3. Additionally, it is proposed that in respect of four provisions, corresponding timeline for compliance with the obligation may be mandated on the issuer by way of circular in order to bring clarity. The same is placed at Annexure C and is for information of the Board.
7. Modifications to the manner of utilisation of REF (Table No. 4) 7.1. Extant Regulatory Provision
7.1.1. Currently, DT Regulations and Circulars issued thereunder provide for utilization of REF towards actions in respect of enforcement/ legal proceedings in relation to the debt securities.
7.1.2. With regard to the manner of utilization of the Recovery Expense Fund, Clause 2.1 of Chapter IV of the Master Circular for DTs on REF specifies as under:
“In the event of default, the Debenture Trustee/ Lead Debenture Trustee shall obtain the consent of holders of debt securities for enforcement/ legal proceedings and shall inform the same to the Designated Stock Exchange. The Designated Stock Exchange shall release the amount lying in the REF to the Debenture Trustee/ Lead Debenture Trustee within five working days of receipt of such intimation.”
7.1.3. Clause 2.3 of Chapter IV of Master Circular for DTs on REF specifies as under:
“The Debenture Trustee shall keep a proper account of all expenses incurred out of the funds received from REF towards Legal expenses, cost for hosting meetings etc. towards enforcement/ legal proceedings in relation to the Debt securities.”
7.2. Recommendation of Working Group and Rationale
7.2.1. As per the Master Circular for DTs, REF is a fund created in order to enable the DT to take prompt action for enforcement/ legal proceedings in case of ‘default’ in listed debt securities. While the clause 2.3 specifies the broad purpose of REF, it does not explicitly specify the list of purposes for which REF can be utilized and hence, the DTs face certain difficulties in obtaining consent as well as reimbursement from REF.
7.2.2. The WG had recommended that the list of expenses to be incurred from REF may include (but not be limited to) obtaining various consents from debenture holders, voting process, holding of meetings of debenture holders, filing applications, legal fees, appointment of consultants in respect of enforcement/ legal proceedings in the event of default, unpaid fees/ remuneration of DT above three months, etc.
7.2.3. Further, the WG recommended that instead of receiving prior approval from the debenture holders, an intimation through mail/ upload on the website proposing for withdrawal from REF may be given to the debenture holders.
7.3. Proposal
7.3.1. It is proposed to explicitly add ‘obtaining various consents from debenture holders’, ‘voting process’, ‘filing court applications’, ‘legal fees’, ‘expenses for asset recovery services’ and ‘appointment of consultants in respect of enforcement/ legal proceedings in the event of default’ to the list of expenses to be reimbursed from REF.
7.3.2. Intimation to the debenture holders, instead of obtaining prior approval, may be considered for the list of expenses explicitly being specified as above. Further, in case there is any other activity (other than those explicitly mentioned) towards enforcement/ legal proceedings (excluding unpaid remuneration of the DT by the issuer) for which expense needs to be incurred by DTs, then approval of debenture holders (including e-voting) should be obtained in such cases before obtaining reimbursement from the REF. The DTs shall on annual basis update the debenture holders regarding the audited utilization of such funds. The Debenture Trustee shall also submit an independent auditor’s certificate regarding the expense incurred to the Stock Exchange, which shall be verified by the Stock Exchange before release of the amount from the REF to the DT.
7.3.3. The above changes shall be made to the Chapter IV of the Master Circular for DTs and the same is placed at Annexure D for information of the Board.
8. Standardisation of Debenture Trust Deed (DTD) (Table No. 5) 8.1. Extant Regulatory Provision
8.1.1. Regulation 18(4) of NCS Regulations and Regulation 14 of the DT Regulations reads as under:
“Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as specified in section 71 of Companies Act, 2013 and Form No.SH.12 specified under the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts:
a. Part A containing statutory/standard information pertaining to the debt issue;
b. Part B containing details specific to the particular debt issue.”
8.2. Rationale for proposed change
8.2.1. While Regulation 18(4) of NCS Regulations and Regulation 14 of DT regulations specify the broader principles of DTD, it does not prescribe any standard draft of DTD to be adopted by the issuers. In view of the above, the DTDs have been observed to have very different contractual terms and approaches towards documentation that varies from issuance to issuance.
8.2.2. In view of the above, an Industry Body – Industry Standards Forum – Debt (ISF-Debt), for the purpose of standardization in the contents and format of the DTD, was formed to provide model DTDs in line with the matters specified in the SEBI Regulations, Section 71 of the Companies Act, 2013 and Form No. SH.12 specified under the Companies (Share Capital and Debentures) Rules, 2014. It was envisaged to have multiple model DTDs, including those that serve secured/ unsecured debentures, different types of issuers (financial/ manufacturing /infrastructure/ business trusts, etc.) or different nature of issuances (investment grade or non-investment grade), etc. These standardized formats of DTDs would act as reference points for the Issuers and the DTs.
8.2.3. ISF-Debt has provided four model DTDs (broadly divided into four parts – Part A to Part D), dividing the same into four categories – secured public issue, unsecured public issue, secured privately placed issue and unsecured privately placed issue.
8.3. Proposal
8.3.1. It is proposed to amend Regulation 18(4) of NCS Regulations and Regulation 14 of the DT Regulations in order to enable SEBI to provide the formats for model DTDs. The model DTDs shall be specified by way of circular. The model DTD specified by way of circulars may be deviated from, provided that a key summary sheet, capturing the deviations along with the rationale for the same, is provided by the issuer in the General Information Document (GID)/ Key Information Document (KID) or Shelf Prospectus.
9. Proposal to the Board:
9.1. The Board is requested to
9.1.1. consider and approve the proposals as detailed under sub-para no. 3 of para no’s 4, 5, 6 and 8 above and the consequent draft amendment notifications placed at Annexure B;
9.1.2. authorize the Chairperson to make consequential and incidental changes and take necessary steps to give effect to the decisions of the Board.
Source: SEBI Board Meeting Dated: Wednesday 18th December 2024
