Ventura Guaranty Ltd. — AGM Information 2021

Sep 7, 2021

September 07, 2021

BSE Limited Corporate Relationship Department,

P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip Code: 512060

Dear Sir/Madam,

Sub: Notice of Thirty Seventh Annual General Meeting of the Company for the Financial Year 2020-21

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of the Thirty Seventh Annual General Meeting of the Company to be held on Wednesday, September 29, 2021 at 12:00 Noon through Video Conferencing (“VC”) /Other Audio-Visual Means (“OAVM”) in accordance with the relevant circulars issued by Ministry of Corporate Affairs on account of outbreak of COVID-19 Pandemic.

We request you to take the same on your record.

Thanking You,

Yours faithfully,

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For VENTURA GUARANTY LIMITED

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SUDHA GANAPATHY COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: As Above

NOTICE

Notice is hereby given that the Thirty Seventh Annual General Meeting of Ventura Guaranty Limited will be held on Wednesday, September 29, 2021 at 12:00 Noon through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business:

Ordinary Business

• 1) To receive, consider, approve and adopt the Audited Balance Sheet as at March 31, 2021, the Statement of Profit and Loss and Cash Flow Statement and Statement Of Changes In Equity for the year ended on that date, both on Standalone and Consolidated basis, together with the Reports of the Board of Directors and Auditors thereon.

• 2) To appoint a Director in place of Mr. Sajid Malik, (DIN: 00400366) who retires by rotation and being eligible, offers himself for re-appointment.

• 3) To appoint a Director in place of Mrs. Sandra Shroff, (DIN: 00189012) who retires by rotation and being eligible, offers herself for re-appointment.

• 4) To declare dividend for the Financial Year ended March 31, 2021.

• 5) To ratify appointment of Statutory Auditors of the Company.

“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, the appointment of CNK & Associates, LLP, Chartered Accountants, (ICAI Registration No: 101961W/W-100036), be and is hereby ratified as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, on such remuneration as may be determined by the Board of Directors in consultation with the Auditors who have confirmed their eligibility to be appointed as such, in terms of provisions of Section 141 of the Act and Rule 4 of The Companies (Audit and Auditors) Rules, 2014 .”

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FOR VENTURA GUARANTY LIMITED

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SUDHA GANAPATHY COMPANY SECRETARY & COMPLIANCE OFFICER

Place : Thane Date : 23/06/2021

NOTES:

1) Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular Nos.14/2020, 17/2020, 20/2020 and 22/2020 dated 08 April 2020, 13 April 2020, 05 May, 2020 and 15 June 2020 (collectively referred to as “MCA Circulars”) permitted convening of the AGM through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the Members at a common venue. In accordance with the MCA Circulars, provisions of the Act and the Listing Regulations, the AGM of the Company is being held through VC / OAVM without physical presence of the Members. The deemed venue for the AGM shall be the Registered Office of the Company.

2) Generally, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed hereto.

3) Members can login and join 30 (Thirty) minutes prior to the scheduled time of Meeting and window for joining shall be kept open till the expiry of 15 (Fifteen) minutes after the scheduled time. Members are allowed to participate on first come first serve basis, as participation through video conferencing is limited upto 1000 Members only. However, the participation of Members holding 2% or more, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. is not restricted on first come first serve basis.

• 4) Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act.

• 5) Since the AGM will be held through VC/ OAVM and there is no physical venue of the AGM, the route map of the venue of the AGM is not annexed hereto.

6) In compliance with the MCA Circulars and SEBI Circular dated 12 May 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www. venturaguaranty.com, websites of the Stock Exchange, i.e., BSE Limited at www. bseindia.com and notice of AGM shall be available on the website of CDSL www.evotingindia.com.

7) Pursuant to Section 113 of the Act, Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM, by e-mail before e-voting / attending AGM, to investors.vgl@ventura1.com.

For receiving all communication (including Annual Report) from the Company electronically, Members are requested to register / update their email addresses with the relevant Depository Participant / Registrar and Transfer Agent.

• 8) Relevant documents referred to in the accompanying Notice can be inspected in electronic mode by sending a request on email to investors.vgl@ventura1.com.

9) The details of the process and manner for participating in AGM through VC/OAVM are explained herein below:

i) Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e- voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of the Company will be displayed. ii) Members are encouraged to join the Meeting through Laptops/ I-Pads for better experience.

iii) Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.

iv) Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is, therefore, recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

v) Members who would like to express their views/ask questions during the Meeting may register themselves as a speaker by sending their request in advance atleast 3 (three) days prior to Meeting mentioning their name, demat account number/folio number, email id, mobile number at investors.vgl@ventura1.com or AGM participant@bigshareonline.com.

vi) The Members who do not wish to speak during the AGM but have queries may send their queries in advance atleast 5 (five) days prior to Meeting mentioning their name, demat account number/folio number, email id, mobile number at investors.vgl@ventura1.com. These queries will be replied to by the Company suitably by email.

vii) Only those Members who have registered themselves as a speaker will be allowed to express their views/ask questions during the Meeting. Depending on the availability of time, the Company reserves the right to restrict the number of speakers at the meeting.

10) Notice is also given under Section 91 of the Companies Act, 2013 read with Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Register of Members and the Share Transfer Books of the Company will remain closed from September 22, 2021 to September 29, 2021 (both days inclusive) for the purpose of Annual General Meeting and payment of dividend.

11) Members wishing to claim dividend, which has remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents/ Company Secretary at the Company’s Registered Office. Members are requested to note that dividend not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013, be transferred to the Investor Education and Protection Fund.

It may please be noted that under the provisions of Sec. 125 (4) of the Companies Act, 2013, any person claiming to be entitled to the amount referred to subsection 2 of Sec. 125 may apply to authority constituted under sub-section 5 for refund of dividends from IEPF.

In view of above provisions, members are requested to kindly ensure updation of their bank details and also to encash their dividend warrants.

12) Pursuant to Section 72 of the Companies Act, 2013, Members are entitled to make a nomination in respect of shares held by them in physical form. Members desirous of making nominations may procure the prescribed Form SH-13 from the Registrar and Transfer Agent of the Company. Members holding shares in electronic form may contact their respective depository participants for availing the said facility.

13) The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to the Company.

14) The Government took a ‘Green Initiative in Corporate Governance’ in 2011 by allowing the Companies to service the documents to its Members through electronic mode. Accordingly, the Notice of the Annual General Meeting and instructions for E-voting, are being sent by electronic mode to all the members whose E-mail Addresses are registered with the Company/Depository Participant(s) for communication purposes.

15) Members may also note that the Notice of the Annual General Meeting and the Annual Report for the year 2020-21 will be available on the Company’s website www.venturaguaranty.com. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Members, who have any queries, may write to the Company at investors.vgl@ventura1.com.

16) Members desiring any information relating to Annual Accounts of the Company for the year ended March 31, 2021 are requested to write to the Company at least 5 days before the date of the Annual General Meeting, so as to enable the management to keep the information ready.

17) Additional information, pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the Directors seeking appointment/ re-appointment at the AGM, is furnished as Annexure to the Notice. The Directors have furnished consent/ declaration for their appointment/ re-appointment as required under the Companies Act, 2013 and the Rules there under.

VOTING THROUGH ELECTRONIC MEANS

In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members, the facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and all business may be transacted through e-voting Services provided by Central Depository Services Limited (CDSL).

The instructions for e-voting are as under:

• A. The Shareholders of the Company holding shares either in physical form or in dematerialized form, as on closing hours of business, on Tuesday, September 21, 2021 may cast their vote electronically.

• B. The Shareholders shall have one vote per equity share held by them. The facility of e- voting would be provided once for every folio/ client ID, irrespective of the number of joint holders.

• C. The Company has appointed Mr. Dattatray B. Dixit, practicing Chartered Accountant, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

• D. The Scrutinizer will submit his final report to the Chairman within three working days after the conclusion of e-voting period.

• E. The results of Annual General Meeting shall be declared by the Chairman or his authorized representative or any one Director of the Company on or after Annual General Meeting within the prescribed time limits.

• F. The result of the e-voting will also be placed on the website of the Company viz. https://venturaguaranty.com and also on www.cdslindia.com .

• G. The Scrutinizer’s decision on the validity of e-voting will be final.

Instructions for Remote E-Voting

A. In case of Members receiving e-mail:

• i. If you are holding shares in demat form and have earlier logged on to www.evotingindia.com and casted your vote for Electronic Voting Sequence Number (EVSN) of any Company, then your existing login id and password are to be used.

• ii. If you have forgotten the password, then enter the User ID and Captcha Code. Then, click on forgot password & enter the details as prompted by the system.

Procedure for Shareholders casting their vote electronically for the frst time:

• a. To initiate the voting process, log on to the e-voting website www.evotingindia.com.

• b. Click on “Shareholders” tab to cast your votes.

• c. Thereafter, select the relevant Electronic Voting Sequence Number (EVSN) along with “Company Name” from the drop-down menu and click on “SUBMIT” for voting.

Now, fill up the following details in the appropriate boxes:

	For Members holding shares in Demat Form	For Members holding shares in Physical Form
User ID	For CDSL:16 digits Benefciary ID	Folio Number registered with the Company
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department when prompted by the system while e-voting (applicable for both demat Shareholders as well as physical Shareholders)
Dividend Bank Details	Enter your bank account number for the purpose of dividend as registered with your depository participant in case of electronic shares or with the Companyin respect ofphysical shares.
DOB	Enter your date of birth as recorded in your Demat account or in the Company records in respect of your shareholding in the Company.

*Members who have not updated their PAN with the Company/ Depository Participant are requested to use ten digit sequence number by prefixing required zeros.

CDSL users can enter any one of the details viz. dividend bank details or date of birth, in order to login. In case bank details are not recorded with the depository, please enter the number of shares held by you as on the cut-off date viz. Tuesday, September 21, 2021 in the Dividend Bank details field.

• i. After entering these details appropriately, click on “SUBMIT” tab.

• ii. Members holding shares in physical form will then reach directly to the EVSN selection screen. However, Members holding shares in Demat form will now reach ‘Password Change’ menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@ # $ % & *). Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• iii. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• iv. Now select the relevant Electronic Voting Sequence Number (EVSN) along with “Company Name” on which you choose to vote.

• v. On the voting page, you will see “Resolution Description” and against the same the option “YES/NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the resolution and option “NO” implies that you dissent to the resolution.

• vi. Click on the “Resolutions File Link” if you wish to view the entire resolutions.

• vii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• viii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

• ix. You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

• B. In case of Members whose e-mail Ids are not registered with the Company/ depository participant(s) please follow all steps from Sr. No. (i) To Sr. No. (ix) above, to cast vote.

• C. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log on to www.evotingindia.co.in and register themselves, link their account which they wish to vote on and then cast their vote. They should upload a scanned copy of the Board Resolution in PDF format in the system for the Scrutinizer to verify the vote.

• D. The voting period begins at 9:00 A.M, Sunday, September 26, 2021 and ends at 5:00 P.M, Tuesday, September 28, 2021. During this period, Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 21, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

• E. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under “Help” section or write an email to helpdesk.evoting@cdslindia.com.

INSTRUCTIONS FOR VOTING THROUGH BALLOT

• 1) Further, in terms of Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, and the Listing Regulations, those Members who do not have access to remote e-voting facility, may convey their assent or dissent in writing in respect of the resolutions as set out in this Notice, by using the enclosed Ballot Form sent along with this Notice. The last date for receiving the Ballot Form will be Tuesday, September 28, 2021 on or before 12:00 Noon. Ballot Forms received after this date shall not be considered.

• 2) A Shareholder may download a copy of the Ballot Form forming part of the Annual Report from the website of the Company.

• 3) Detailed instructions for voting are provided in the Ballot Form.

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FOR VENTURA GUARANTY LIMITED

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SUDHA GANAPATHY COMPANY SECRETARY & COMPLIANCE OFFICER

Registered Office:

I-Think Techno Campus, B-Wing, 8[th] Floor, Pokhran Road No. 2, Off Eastern Express Highway, Thane (West) - 400607 CIN: L65100MH1984PLC034106

Place : Thane Date : 23/06/2021

ANNEXURE

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT/ REAPPOINTMENT AS REQUIRED UNDER REGULATION 36 (3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Details of Director Seeking Re-appointment at the Annual General Meeting

Sr. No.	Particulars
1.	Name of the Director	Mr. Sajid Malik
2.	Date of Birth	01/04/1964
3.	Date of Appointment	01/12/1993
4.	Qualification	B. Com, ACA, OPM (Harvard University, Boston)
5.	Expertise in specific functional areas	Mr. Sajid Malik has varied experience in corporate advisory, structured finances. He has an international exposure to developed markets in Europe, US and the Far East. His expertise spans over Banking, Finance, Foreign Exchange Management and Marketing.
6.	Directorships held in other public companies (excluding foreign companies and Section 8 companies)	GI Engineering Solutions Limited Genesys International Corporation Limited Ventura Securities Limited Genesys Virtual World Limited
7.	Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders’ Relationship Committee)	1. Genesys International Corporation Limited - Corporate Social Responsibility Committee 2. Genesys International Corporation Limited - Compensation Committee
8.	Number of shares held in the Company	731,500
9.	Relationship between Directors	Mr. Sajid Malik is the son of Mrs. Saroja Malik.

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT/ REAPPOINTMENT AS REQUIRED UNDER REGULATION 36 (3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Details of Director Seeking Re-appointment at the Annual General Meeting

Sr. No.	Particulars
1.	Name of the Director	Mrs. Sandra Shroff
2.	Date of Birth	05/09/1940
3.	Date of Appointment	05/01/1993
4.	Qualification	Sr. Cambridge
5.	Expertise in specific functional areas	All functions of the Company, General Management including Corporate Social Responsibilites and liasioning with various authorities.
6.	Directorships held in other public companies (excluding foreign companies and Section 8 companies)	Uniphos Enterprises Limited Nivi Trading Limited Enviro Technology Limited UPL Global Business Services Limited BEIL Infrastructure Limited
7.	Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders’ Relationship Committee)	NIL
8.	Number of shares held in the Company	90,000
9.	Relationship between Directors	Mrs. Sandra Shroff is the mother of Mr. Jaidev Shroff.