Section 1: Qualification to act as debenture holders’ representative

1. Qualification to act as debenture holders’ representative (1) Subject to subparagraphs (2) and (3), no person shall be qualified to act as a debenture holders’ representative unless he is— (a) a notary; (b) a banking company; (c) an attorney-at-law; (d) an insurance company; (e) a qualified auditor; or (f) an investment trust company, finance or other corporation or person approved in writing by the Minister for purposes of section 121, either generally or in respect of a particular issue. C35 – 225 [Issue 1] Companies Act (2) A person shall not be qualified for appointment as a debenture holders’ representative if he is— (a) a director, officer, or employee of the company which issues debentures covered by the deed; or (b) a substantial shareholder of the company. (3) A debenture holders’ representative shall be disqualified from acting as such and shall vacate office where he— (a) ceases to be qualified under subparagraph (1) or is disqualified under subparagraph (2); (b) is adjudged bankrupt or, in the case of a body corporate, goes into liquidation or makes an arrangement or composition with its creditors; (c) becomes insane; or (d) is convicted of an offence involving fraud or dishonesty. (4) (a) Where the debenture holders’ representative is a person other than a body corporate, a successor to him shall be named in the agency deed. (b) Where the successor dies or becomes disqualified during the term of office of the representative, a meeting of debenture holders shall be convened by the representative within 28 days to appoint another person as successor. (c) On the disqualification of the representative under subparagraph (3) or on his death or resignation, the successor shall immediately and without special appointment assume office, and shall, within 28 days of assuming office, convene a meeting of debenture holders to name his successor in accordance with item (b). (5) Where the debenture holders’ representative is a body corporate, it shall not, without the consent of the Court, be discharged or retire from office until another representative has been appointed to and taken office in accordance with the agency deed.