++ ESAF SMALL FINANCE BANK Joy of Banking
13th January, 2021
To,
The Catalyst Trusteeship Limited GDA House, Plot No.85, Bhusari Colony (Right), Paud Road, Pune - 411038
Sir,
Sub: Statutory Compliance Report of NCDs for the Quarter ended 31st December, 2020.
We refer to your letter No.: CTUMUM/Compliance/Quarterly/2020-21/3585, dated 31st December, 2020, seeking the Company to furnish updated information on default in payment of principal and interest on due dates, ISIN wise BENPOS, credit rating and the details of the creation of DRR.
In this regard, please find attached the following details and documents towards statutory compliance for the quarter ended 31st December, 2020.
I. Updated list of the names and addresses of the Debenture Holders (as recorded in the Beneficiary Position statement i.e., "BENPOS") — Annexure F. II. Details of any due and unpaid interest and principal payments separately under each CL ISIN and reasons thereof - Annexure A. III. The number and nature of grievances, received from the debenture holders and (a) number of grievances resolved by the Company (b) grievances unresolved by the Company and the reasons for the same. Annexure — B. IV. A Statement ensuring that the assets of the company issuing debentures and of the guarantors/ security providers, if any, are sufficient to discharge the interest and principal amount at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the debenture holders — Not Applicable, as the Debt Securities issued by the Bank are unsecured.
a) In light of SEBI/ HO/ MIRSD/ CRADT/ CIR/ P12020/230 dated November 12, 2020, in terms of para 2.1, you are requested to provide relevant information to our empanelled agencies as required under Annexure E hereto to enable us to prepare the Asset Cover Certificate and submit it to Stock Exchange. — Not Applicable.
b) You are also required to provide the following information to enable us to submit the same to stock exchange in a timely manner: I. A statement of value of pledged securities — Not Applicable II. A statement of value for Debt Service Reserve Account or any other form of security offered — Not Applicable. III. In case of personal guarantee, corporate guarantee and any other guarant ESAF SMALL FINANCE BANK LIMITED RBI License No.: MUM 124, CIN: U65990KL2016PL0045669 Registered & Corporate Office: ESAF Small Finance Bank Limited, Building No. V11/83/8, ESAF Bhavan, Mannuthy, Thrissur - Palakkad National Highway, Thrissur - 680 651, Kerala. Ph. No: 0487 7123456, 123457, Email: customercarerbesafbank.com www.esafbank.com
a) Appraisal report, necessary financial certificates (Financials/value of guarantor prepared on basis of audited financial statement etc. of the guarantor (secured by way of corporate guarantee) viz, from statutory auditor in case of corporate guarantee. (On Annual basis) — Not Applicable. b) Net worth Certificate from Chartered Accountant in case of personal guarantee certifying that assets of Guarantors are sufficient to discharge the interest and principal amount at all times. (On Half Yearly basis) — Not Applicable.
iv. You are also required to provide On a Half-Yearly basis- A certificate from the statutory auditor of the issuer giving the value of receivables/book debts including compliance with the covenants of the Offer Document/Information Memorandum. (on Half Yearly basis) — Not Applicable.
v. Valuation report and title search report for the immovable/movable assets, as applicable (on Annual basis) — Not Applicable.
V. Details of Debenture Redemption Reserve/Debenture Redemption/ maintenance of funds as per Companies (Share Capital and Debentures) Rules, 2014 — Not Applicable. VI. Details of Recovery expense fund — Annexure D. VII. Details of Accounts/ funds to be maintained in case of Municipal Debt Securities (Annexure D) — Not Applicable.
VIII. a) A report on utilization of fund raised by the issue of debenture — Enclosed the certificate from a Practicing Chartered Accountant (PCA). b) A report from the lead bank regarding progress of the project; (In case not applicable, reason may be mentioned) — Not Applicable. c) A certificate from the Company's Statutory Auditor (annual). (In case not applicable, reason may be mentioned) — Not Applicable. In respect of utilization of funds during the implementation period of the project and In the case of debentures issued for financing working capital, at the end of each accounting year.
2) The Company is also requested to furnish us the following information:
Details of any significant change in composition of Board of Directors, if any, which may amount to change in control as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended from time to time); Annexure A (NIL). IL Details or requisite/ pending ot any information / documents indicated as conditions precedent/subsequent in debenture document/s in respect of your NCD Annexure A. A Certificate confirming that the properties secured for the Debentures are adequately insured and policies are in the joint names of the Trustees - Annexure A (Not Applicable). iv. Any revision in the rating of the debentures; Annexure A (NIL). v. Updated information on default in payment of principal & interest on due dates, ISIN and Credit rating sought in Annexure C and vi. Status/ Performance Reports within 7 days of the relevant Board Meeting or within 45 days of the quarter ended on December 31, 2020, whichever is earlier — The same will be submitted immediately upon conclusion of the Board meeting. vii. Company has complied with the provisions of Companies Act, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the listing agreement with stock exchange, trust deed and all other regulations issued by SEBI pertaining to debt issue from time to time. Annexure A viii. In case you have not already submitted the pre-authorisation letter or details of Redemption account to us, in terms of c1.3.2 of SEBI Circular on Operational framework for transactions in defaulted debt securities dated 23.06.2020, we request you to provide the same, Annexure A.
Requesting you to update the same in your records.
Thanking you,
Yours Faithfully
anjit Compa Secretary Mem No: A 30388
TT SAF ESAF SMALL FINANCE BANK Joy of Banking Annexure A
Company hereby declares the following:
i. Interest and Principal due on debentures are paid on due dates. . ii. There is No change in credit rating of the issues. iii. There is no significant change in composition of Board of Directors. iv. The properties secured for the Debentures are adequately insured and policies are in the joint names of the Trustees — Not Applicable as the NCDs issued by the Bank are unsecured in nature. v. All requisite information/ documents, covenants as mentioned in the Offer Document and or indicated as conditions precedent/ subsequent in debenture documents in respect of NCD are complied with and/ or submitted from time to time to Debenture Trustee. vi. Company has submitted the pre-authorisation as per SEBI Circular on Operational framework for transactions in defaulted debt securities dated 23.06.2020 and if there is any change in the provided bank details same will be shared within 1 day. vii. Company has complied with the provisions of Companies Act, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the listing agreement with stock exchange, trust deed and all other regulations
For ESAF Small Finance Bank Limited
Ranjith R Company Secretary
Place: Thrissur Date: 13.01.2021
ESAF SMALL FINANCE BANK LIMITED RBI License No.: MUM 124, CIN: U65990KL2016PLC045669 Registered 6- Corporate Office: ESAF Small Finance Bank Limited, Building No. VII/83/8, ESAF Bhavan, Mannuthy, Thrissur - Palakkad National Highway, Thrissur - 680 651, Kerala. Ph. No: 0487 7123456, 123457, Email: customercareaesafbank.com www.esafbank.com
TT ESAF ESAF SMALL FINANCE BANK Joy of Banking
Annexure B
a) Status of Investor Grievance No. of Complaints No. of Complaints No. of Complaints received during the resolved during the pending at the end of quarter quarter reporting quarter
0 0 0
b) Details of complaints pending for more than 30 days: No. of Nature of complaints Steps Status of Complaints Delay in Delay in Any other taken for complaint Pending for payment payment of redressal (if redressed, more than 30 of interest redemption date of days redressal) 0 0 0 0 NA NA
ESAF SMALL FINANCE BANK LIMITED RBI License No.: MUM 124, CIN: U65990KL2016PLC045669 Registered & Corporate Office: ESAF Small Finance Bank Limited, Building No. VII/83/8, ESAF Bhavan, Mannuthy, Thrissur - Palakkad National Highway, Thrissur - 680 651, Kerala. Ph. No: 0487 7123456, 123457, Email: customercareaesafbank.com www.esafbaniccom Annexure C Name of Company: ESAF Small Finance Bank Limited Quarterly Compliance - Listed NCDs: Statement on ISIN, payment on due dates & Credit rating As on 31-Dec-2020 Sr Consent Letter! Tranche Consent ISIN Issue Size Listed/ Secured / Interest/ Due date of Actual date of Amount of Date of Credit Rating Agency Reference Letter/ (per ISIN)Rs. Unlisted Unsecured Principal payment payment Defaulted or information & Rating as on 31-Dec. N Tranche Date Crore Delayed sharing with 2020 o. Principal/ Credit Rating Interest Agency in case Outstanding of Default (if any) (in Rs. Crore)
CL/MUM/15-16/DEB/266 11-Dec-2015 INE879Q08028 25.00 Listed UnSecured Interest 22-Dec-2020 22-Dec-2020 NIL NIL BWRA (STABLE)
CL/MUM/15-16/DEB/279 18-Dec-2015 INE879008036 25.00 Listed UnSecured Interest 28-Dec-2020 28-Dec-2020 NIL NIL BWRA (STABLE) cumumti 7-18/BT/436 27-Dec-2017 INE818W08016 20 Listed UnSecured Interest 31-Dec-2020 31-Dec-2020 NIL NIL CARE A; STABLE (SINGLE A; OUTLOOK, STABLE)
CUMUM/17-18/BT/694 23-Mar-2018 INE818W08024 20.0 Listed UnSecured Interest 31-Dec-2020 31-Dec-2020 NIL NIL CARE A; STABLE (SINGLE A; - OUTLOOK, STABLE)
CL/MUM/18-19/DEB/41 18-May-2018 INE818W08032 40.0 Listed UnSecured Interest 31-Dec-2020 31-Dec-2020 NIL NIL CARE A; STABLE (SINGLE A; OUTLOOK, STABLE) Annexure D a) Debenture Redemption Reserve/ Debenture Redemption/ maintenance of funds as per Companies (Share Capital and Debentures) Rules 2014. SI. Name Issue Type of Issue ISIN Amount Status of maintenance Details of No. of the Type entity Size (that is Outstanding of DRR (15% / 10% of the amount action taken, if any Listed (public/ (NBFC/ (in Z maturing in maturing in the year, applicable as Entity Privately HFC/FI/ crores) the current per companies (share Capital and placed other) FY) Debentures) Rules, 2014) listed) As per Rule 18(7)(ii) of the Companies (Share Capital & Debenture) Rules, 2014, creation of Debenture Redemption Reserve (DRR) is not required for Banks registered with the RBI under Section 22 of the Banking Regulation Act, 1)49.
b Details of Recovery expense fund SI. Name of Issue Type Issue Size/ Value Any addition in Details of usage of the funds, if Additional remarks No. the Listed (public/ Size of the recovery any, during the quarter (in t recovery Expense fund Entity Privately placed Crores fund during the , listed) maintained quarter
The Bank Shall Comply within the stipulated timelines.
c) Accounts/ funds to be maintained in case of Munic al Debt Securities SI. Name of the Issue Type Issue Size SizeNalue of fund/account maintained Action taken by debenture No. Listed Entity (public/ Privately (in t crores) No lien Interest payment Sinking fund trustee, if any Placed listed) escrow Account account (in case of shortfall etc) Account
Not Applicable, as the Bank has not issued any Municipal debt Instruments.
stered Office: Bu' N\ ESA AN1/4,
Annexure F BENPOS FOR THE MONTH ENDED 31ST DECEMBER, 2020 DPID CLIENTID NAME1 ADD1 ADD2 ADD3 SI.No CITY PIN EMAIL1 ISIN POSITION , THE FEDERAL BANK 0-8 1ST FLOOR LAXMI BANDRA -KURLA BANDRA EAST 1 1N301516 10000012 TREASURY DEPARTMENT 409051 LIMITED TOWERS COMPLEX MUMBAI INE818W08016 200.00 THE FEDERAL BANK C-8 1ST FLOOR LAXMI BANDRA -KURLA BANDRA EAST 2 1N301516 10000012 TREASURY DEPARTMENT 400051 - 1NE818W08024 200.00 LIMITED TOWERS _ COMPLEX MUMBAI ESAF SWASRAYA JSR SQUARE, KALATHODE 3 1N300214 22333045 MULTISTATE AGRO OLLUKKARA PO - THRISSUR KERALA 680655 OLLUKKARA PO [email protected] INE818W08032 400.00 COOPERATIVE SOCIETY LTD AU SMALL FINANCE BANK CORPORATE HOUSE BLOCK KANAKIA ZILLION AND CST ROAD 4 IN300484 29626737 MUMBAI MAHARASHTRA 400070 LIMITED 5TH FLOOR JUNCTION OF LBS KURLA WEST [email protected]