Vivriti Capital Limited Shares Annual Reports

Vivriti Capital Limited Shares

Vivriti Capital Limited's 6th Annual General Meeting will be held on September 30, 2023, via video conferencing to transact the following business: **Ordinary Business:** * **Item 1:** To receive, consider, and adopt the Standalone Audited Financial Statements for the year ended 2022-23, along with the Auditors Report and the Report of the Board of Directors. A resolution will be considered to approve this under sections 129, 134, and 137 of the Companies Act, 2013, read with related rules and SEBI regulations. * **Item 2:** To receive, consider, and adopt the Consolidated Audited Financial Statements for the year ended 2022-23, and the Auditors Report. A resolution will be considered to approve this under the same sections of the Companies Act, 2013, and related rules and SEBI regulations. * **Item 3:** To ratify the appointment of Statutory Auditor and fix their remuneration for the Financial Year 2023-24. This ratification is required per Clause 6.2 of Part B of the Articles of Association. * **Item 4:** To appoint a director in place of Mr. John Tyler Day (DIN 07298703), who retires by rotation and is eligible, offers himself for reappointment. This is pursuant to Section 152 of the Companies Act, 2013. **Notes:** * Social distancing is to be followed due to COVID-19 pandemic outbreak. Therefore, the meeting will be held through VC/OAVM. Physical presence and proxy appointments are dispensed with. Corporate members may appoint representatives with authorization to prabhakar@bpcorpadvisors.com before meeting commencement. Registered office is the venue. * The company AGM will be conducted through VC / OAVM by using Zoom cloud meetings. Instructions are provided for participation in the AGM through Zoom. * Attendance through VC/OAVM counts toward quorum under Section 103 of the Companies Act, 2013. In the case of joint holders, only the joint holder with the higher name order will be entitled to vote. * Voting will be conducted by poll during the Meeting. Members can cast their vote during the Meeting by way of poll. For voting members can send an email to the e-mail ID of the scrutinizer appointed for the meeting (prabhakar@bpcorpadvisors.com) from their email addresses registered with the Company. * Members, directors, key managerial personnel, auditors, and other authorized persons may join the meeting on September 30, 2023, from 4:45 PM IST to 5:15 PM IST using the provided link, except for the company directors. * Members can inspect relevant documents by emailing amritha.paitenkar@vivriticapital.com or at the Registered Office between 11:00 AM to 4:00 PM on working days up to the AGM date. * The Register of Directors, Key Managerial Personnel, and Contracts will be available for inspection during the AGM. * Members are encouraged to send views/queries in advance to amritha.paitenkar@vivriticapital.com by 4:00 PM IST on or before September 29, 2023. The company reserves the right to restrict the number of questions and speakers. * Notices are sent electronically to members as of September 15th, 2023. Communication related to share transfer or related matters should be sent to Integrated Registry Management Services Private Limited. * Nomination facilities are available. Form SH-13 is required for nomination, ISR -3 or SH-14 to opt out or cancel. Electronic form holders may complete formalities with their respective DPs. * Members who have not registered their e-mail IDs are requested to register the same with respective depository participant(s) and members holding shares in physical mode are requested to update their email addresses with the Company by sending a request to amritha.paitenkar@vivriticapital.com. * Secretarial Standards – 2 compliance information is furnished. * Draft of shorter notice consent is annexed; signed consents should be sent prior to the AGM. **Annexure to the Notice** * **Item 3:** Explains that ratification of the Statutory Auditor’s appointment is required with the remuneration to be fixed by the company in the general meeting, and none of the Directors, Key Managerial Personnel, or their relatives are concerned or interested in this resolution financially or otherwise. The Board of Directors recommends passing of the resolution as an Ordinary Resolution. * **Item 4:** Explains that the re-appointment of Mr. John Tyler Day as a Non-Executive Nominee Director is in accordance with Section 152 of the Companies Act, 2013. **Financial Performance Highlights for the year ended 31st March 2023 (Standalone in INR Lakhs)** * Revenue from Operations: 65,315.13 (compared to 34,487.19 for the previous year) * Profit before Tax Expense: 17,284.47 (compared to 9,064.05 for the previous year) * Profit/Loss for the year: 12,929.75 (compared to 6,736.98 for the previous year) **Financial Performance Highlights for the year ended 31st March 2023 (Consolidated in INR Lakhs)** * Revenue from Operations: 68,807.66 (compared to 40,497.04 for the previous year) * Profit before Tax Expense: 17,791.36 (compared to 2,06,055.99 for the previous year) * Profit/Loss for the year: (12,169.57) (compared to 1,55,372.60 for the previous year) **Other Key Points from the Annual Report:** * **Dividend:** No dividend was declared to conserve profits for future operations and growth. * **Transfer to Reserves:** INR 2,585.95 lakhs was transferred to Statutory reserves (20% of profits). * **Company Affairs:** The company enables debt to mid-market enterprises. * **General Information** * **Industry Overview:** Leverages digital technology. * **Economic Outlook:** Global macroeconomic outlook is volatile; IMF expects India to grow by 5.9% in FY24. * **Change in Nature of Business:** No change. * **Material Changes and Commitments:** * Sale of CredAvenue Private Limited shares is approved; however, as of report date, still subsidiary. * Company converted from a private to a public limited company, effective June 9th, 2023. * Reserve Bank of India registration certificate granted for factoring business on May 30th, 2023. * Authorized capital increased. * **Capital Adequacy Ratio:** 26.22% * **Credit Rating:** From ICRA and CARE. * **Resource Mobilization:** Company raised INR 3,992 Crores. * **Investor Education and Protection Fund (IEPF):** No transfers were made. * **Corporate Social Responsibility (CSR):** INR 93,33,523 spent on CSR activities (required to spend 93,33,520). CSR policy is available on the website. * **Number of Board Meetings:** 11 meetings held. * **Directors and Key Managerial Personnel (KMP):** Changes in composition occurred. * Gopal Srinivasan appointed as Non-Executive Nominee Director * Santanu Paul appointed as Independent Director * Kenneth Dan Vander Weele resigned. * Lazar Zdravkovic appointed as Non-Executive Nominee Director. * **Independent Directors:** Declarations received, registered with Independent Director's Databank, and integrity noted. * **Board Evaluation:** Annual evaluation and Independent Directors' meeting conducted. * **Director's Responsibility Statement:** Confirmed adherence to accounting standards, policies, reasonable judgments, going concern, internal financial controls, and compliance with laws. * **Employee Stock Options:** ESOP issued to encourage participation. * **Internal Financial Control:** Adequate internal controls in place. * **Particulars of Subsidiaries, Associate, and Joint Venture Companies:** Listed subsidiaries and their performance. * Finfort LLP was acquired by Credavenue Private Limited. * **Non-Acceptance of Deposits:** The Company is an NBFC-ND-SI and doesn't accept public deposits. * **Loans, Guarantee, and Investments:** Particulars provided in financial statement notes. * **Related Party Transactions:** Complies with related provisions and transactions are at arm's length. * **Energy Conservation and Technology Absorption:** No activity, but promotes conservation. * Details of efforts towards technology absorption and benefits derived * **Foreign Exchange Earnings/Outgo:** No earnings; outgo of USD 5.66 Lakhs for interest payment and vendor payments. * **Risk Management:** Comprehensive Risk Management Policy implemented. * **Vigil Mechanism/Whistle Blower:** Vigil Mechanism formulated and whistle blower policy is in place. * **Compliances and Material Orders:** Compliant with regulations, but non-compliance with Companies Act, 2013 for further issuance of share capital occurred. * **Statutory Auditors:** BSR & Co. LLP appointed. * **Reply to the Qualification in the Auditor's Report:** No qualifications in the auditor's report. * **Cost Audit:** Not applicable. * **Secretarial Audit and Secretarial Audit Report:** Secretarial Audit Report provided. * **Internal Audit:** In-house internal audit commenced. * **Secretarial Standards:** Compliant with Secretarial Standards. * **Insolvency and Bankruptcy Code:** Not Applicable. * **Failure to Implement Any Corporate Action:** Company has completed corporate actions within the specified time limit. * **Annual Return:** Annual return will be available on the website. * **Disclosure under Sexual Harassment Act:** Policy in place; complaints committee constituted, and policy extends protection to all genders. * **Corporate Governance Report:** Annexed. * **RBI Guidelines:** Company follows RBI guidelines. * **RBI Master Directions:** The Company is classified under the "Middle Layer" category under the said framework and has complied with the same. * **SEBI Regulations:** Listed non-convertible debentures issued; information provided. * **Foreign Exchange Management Rules, 2019:** Downstream investment made, details provided. * **Consolidated Financial Statements:** Prepared in accordance with accounting standards. * **Cautionary Note:** Report contains forward-looking statements. * **Acknowledgement:** Thanks to members, executives, staff and workers. This summary provides a comprehensive overview of the information contained within the provided PDF document.

Vivriti Capital Limited Shares

Vivriti Capital Private Limited's 5th Annual Report for 2021-2022 includes a notice for the 5th Annual General Meeting (AGM) of the shareholders, scheduled for Thursday, September 22, 2022, at 12:30 P.M. (IST) via Video Conferencing (VC)/ Other Audio-Visual Means ("OAVM"). The meeting will address both ordinary and special business matters. Ordinary business includes the receiving, considering, and adopting of Audited Standalone and Consolidated Financial Statements for the year ending March 31, 2022, along with Auditors Report and Board of Directors Report and its annexures. This adoption will be formalized through ordinary resolutions. It also includes ratifying the appointment of Statutory Auditors (M/s BSR & Co. LLP) and determining their remuneration for the financial year 2022-23 via an ordinary resolution, in accordance with Companies Act 2013 provisions, relevant RBI circulars and Articles of Association. Special business items involve approving and adopting the restated Articles of Association (AOA) of the Company (Consent to act as Director in form DIR-2; Declaration in form DIR-8 in terms of Section 164(2) of Companies Act, 2013 read with Companies (Appointment and qualification of Directors) Rules, 2014; Disclosure on the committee positions of the Directors as per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Information about the proposed Directors in Annexure XII of Master Direction Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (RBI Master Direction); Declaration & Undertaking by Director in Annexure XIV of RBI Master Direction; Draft of Deed of Covenants in Annexure XV of RBI Master Direction; List of Relatives; Disclosure of interest in form MBP 1 in pursuant to section 184(1) of the Companies Act, 2013), through a special resolution. It also includes approving the appointment of Mr. Gopal Srinivasan (DIN 00177699) as Nominee Director (Non-Executive) on the Board of Directors of the Company via an ordinary resolution as per the Shareholders' Agreement dated April 27th, 2022 and Companies Act 2013. This appointment includes consideration of consent, declaration, disclosure on committee positions, information about proposed directors, and relatives' lists. It seeks approval for the remuneration of Mr. Vineet Sukumar and Mr. Gaurav Kumar, Managing Directors for the Financial Year 2021-22. To consider and approve reclassification of authorized share capital and amendment of the Memorandum of Association of the Company: “RESOLVED THAT pursuant to Sections 13, 61(1) (b) and 64 of the Companies Act, 2013 and other applicable provisions. Further, it proposes reclassification of the Authorized Share Capital of the Company from INR 116,63,70,630 (Indian Rupees One Hundred and Sixteen Crores Sixty Three Lakhs Seventy Thousand Six Hundred and Thirty Only) divided into 2,09,00,000 (Two Crores and Nine Lakhs) Equity Shares of INR 10/- (Rupees Ten Only) each, 9,06,37,063 (Nine Crores Six Lakhs Thirty Seven Thousand and Sixty Three) Compulsorily Convertible Preference Shares of INR 10/- (Rupees Ten Only) each and 8,50,000 (Eight Lakhs Fifty Thousand) Optionally Convertible Redeemable Preference Shares of INR 60/- (Rupees Sixty Only) each to INR 116,63,70,630 (Indian Rupees One Hundred and Sixteen Crores Sixty Three Lakhs Seventy Thousand Six Hundred and Thirty Only) divided into 2,60,00,000 (Two Crores Sixty Lakhs Only) Equity Shares of INR 10/- (Rupees Ten Only) each and 9,06,37,063 (Nine Crores Six Lakhs Thirty Seven Thousand and Sixty Three) Compulsorily Convertible Preference Shares of INR 10/- (Rupees Ten Only) each, with power to reclassify, reduce, divide and/or sub-divide the share capital of the Company. It seeks approval for material related party transactions with CredAvenue Private Limited, Vivriti Asset Management Private Limited, CredAvenue Securities Private Limited as well as ratifying all material related party transactions entered into for FY 2021-22. Finally, it requests to approve the adoption and implementation of revised Vivriti Employee Stock Option Plans (ESOP) 2018, 2019, 2019 – II, and 2020 including modifications and to approve adoption and implementation of Vivriti Employee Stock Option Plan 2022 and issuance of shares to to Vivriti ESOP Trust and to approve the grant of option to identified employees during any one year, equal to or exceeding 1 percent of the issued capital of the Company at the time of grant of option and to approve granting of loan to Vivriti ESOP Trust. The notes section addresses several procedural aspects related to the global COVID-19 outbreak's impact on the meeting, including the absence of physical presence and proxy appointments, while emphasizing video conferencing and voting. Documents for inspection are referenced, and members are encouraged to submit queries in advance. Processes for attending the meeting through VC are outlined. Explanatory statements are provided per Section 102, including the request for shareholder approval regarding amended AOA and Gopal Srinivasan's appointment. Key information about Mr. Srinivasan is detailed per Secretarial Standard-2, covering his background, qualifications, and other directorships. Items No: 6 and 7 refer to executive director compensation and recommendation. The authorized share capital reclassification is explained, including the rationale for accommodating ESOP shares. The notice also outlines proposed related party transactions (RPTs) with CredAvenue, Vivriti Asset Management, and CredAvenue Securities Private Limited (CSPL), providing details such as the names of related parties, their relationships, nature of transactions, and proposed monetary value. Justifications for each RPT's benefit to the company are included, along with statements per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice explains that the shareholders are requested to note that all related parties (whether such related party is a party to above transactions or not) shall not vote to approve resolution set out at Item No. 9 and further elaborates the modifications of the ESOP Plans. The reasons for adoption and implementation of revised Vivriti Employee Stock Option Plan 2018: are to incentivise employees and bring them into the ownership of the company. The main features of the Plan are Your Company wishes to bring about employee participation in the growth and prospects of the Company. The Company has therefore decided to introduce an Employee Stock Option Plan (ESOP) that would encourage a long term and committed involvement of the employees in the ownership and future of the company. The objectives of the Plan are to create a sense of ownership within the organization, co-create and co-share the wealth creation opportunity, encourage employees to align individual performance with the company's objectives and to institutionalize a long term incentive plan. The ESOP is also intended to reward the employees for their contribution to the successful business performance of Vivriti and to provide an incentive to continue contributing to the success of the company. It is envisaged that the ESOP will enable the Company to attract and retain the best available talent by making them partners in business and its growth. The Explanatory statements for Item No:17 to 19 relating to Vivriti Employee Stock Option Plan 2022, provide the framework for the Members of the Company is also sought for granting of options to the identified employees of the Company to identified employees, the terms, processes, sources of shares and the amount of loan provided for implementation of the Scheme by the Company to the Trust.