Investors

Mr. Sanjay Mittal, Managing Director

Mr. Sanjay Mittal, aged 55 years, is a Bachelor of Engineering. (Electronics & Communication) from Netaji Subhash Institute of Technology, University of Delhi and an MBA from University Business School Punjab University, Chandigarh. He is a a well-organized, experienced professional with strong analytical and interpersonal skills and an extensive business background encompassing expertise in starting and scaling up new businesses, marketing and sales management, relationship management, account management and overall business management. In the 31 years of his professional life he has garnered a reputation for integrity, dynamism, multi-tasking, excellence in performance, accountability and people management. An out-of-the-box thinker with the ability to manage, motivate and drive multi-functional, cross-cultural teams, his career record stands testimony to his innate adaptability, innovativeness, emotional intelligence and professional commitment.

He has been at senior leadership roles at Godrej and Boyce, Ingram Micro and CEO at Airtel Cisco alliance. He was chosen by Airtel under the entrepreneurship Program and has been running own ventures for last decade.

Mrs. Sonia Mittal, Director

Mrs. Sonia Mittal, aged 51 years is the Director of the Company. An alumnus of MS University, Vadodara, she is currently Principal Consultant at Max Hospital, Shalimar Bagh, Delhi. Additionally, she is deeply involved with a wide range of social causes with regard to children as well as the vulnerable sections of society. With a highly driven and prolific persona, she is a committed visionary with a sound long term view on value creation for all stake holders in all fields of endeavour. Her reputation as a highly dedicated and humane doctor makes her presence a valuable one, as an embodiment of its social conscience.

Mr. Dharam Pal Mittal, Additional Non-Executive Director

Mr. Dharam Pal Mittal, aged 87 years is a veteran of the Government sector, with extensive work experience in the Ministry of Home, Government of India. An alumnus of Allahabad University, with an M.Sc in Mathematics, his 34 year long tenure as a senior Government employee is distinguished by a well-deserved reputation for integrity, impeccable quality of work, excellent people skills and sound professional acumen.

He has a vast knowledge on wireless networks and their encryptions. His presence on the board is an invaluable asset for the company as he brings to the table his formidable intellect, a mature understanding of the professional world as well as strong insights into government operations and processes acquired over a long and illustrious career.

Mr. Dinesh Kumar Goel, Additional Non-Executive & Independent Director

Mr. Dinesh Kumar Goel, aged 55 years is an Electronics & Telecomm Engineer and also is the Founder and Director in East West New Markets LLP. He is also the Managing Partner in ACE AGRICOM, A Data Analytics firm for research in Commodities, Currencies and Macro-economy.

His experience is unique as he has worked in key positions both in Government and Private Sector in India. He has held several key Management positions in India in last 28 years of his experience. Before starting on his own. His passion is to provide end to end services for low cost establishment of businesses in India and advisory services in market entry strategies and optimisation of profits.

Mr. Raveesh Kanaujia, Additional Non-Executive & Independent Director

Mr. Raveesh Kanaujia, aged 54 years has done his Bachelors in Engineering in (Electronics & Communication) from Delhi Institute of Technology in the year 1987.

He has an over two decades of leadership experience in tier 1 IT Companies. Has also worked in Aisa Pacific Region and country roles based out of Singapore and India.

Specializing in channel market development. Executed marketing, sales programs across multiple countries and functional organizations. Skilled to break complex tasks into simpler tasks for easier and better change management.

N.A.
N.A.
N.A.
N.A.
N.A.

Audit Committee

The scope and duties of Audit Committee shall be as per the provisions of Companies Act and as per Listing Regulation and as may be decided by Board

The Committee comprises of following three members:
Name of the Member Designation Nature of Directorship
Dinesh Goel Chairman Non-Executive & Independent Director
Raveesh Kanaujia Member Non-Executive & Independent Director
Sanjay Mittal Member Managing Director

All the members of the Audit Committee are financially literate. The management is responsible for the Company’s internal controls and the financial reporting process while the statutory auditors are responsible for carrying out independent audits of the Company’s financial statements in accordance with the generally accepted auditing practices and for issuing reports based on such audits.

Stakeholders Relationship Committee

The committee is primarily responsible for handling the work of Share Transfers and redress Investor Grievances.

The committee comprises of the following members:
Name of the Member Designation Nature of Directorship
Raveesh Kanaujia Chairman Non-Executive & Independent Director
Dinesh Goel Member Non-Executive & Independent Director
Sanjay Mittal Member Managing Director

The terms of reference of the committee are to monitor the response to investor questions and grievances, and approve share transfers, transmissions including review of cases for refusal of transfer / transmission of shares and debentures, queries and grievances.

Nomination and Remuneration Committee

The Nomination and Remuneration committee comprises of the following members:
Name of the Member Designation Nature of Directorship
Raveesh Kanaujia Chairman Non-Executive & Independent Director
Dinesh Goel Member Non-Executive & Independent Director
Dharam Pal Mittal Member Additional Non-Executive Director

To review, assess and recommend to the Board, the appointment of Whole time/ Executive Directors and the remuneration payable to them beside the quantum of sitting fees payable to Non-Executive Independent Directors. To consider and recommend human resource policies relating to compensation and performance of the key management personnel.

The Company Secretary of Our Company shall act as the Secretary to the Committee.

Investor Grievance Contact

Ms. Reeta Company Secretary & Compliance Officer

315,Third Floor, HB Twin Tower, Netaji Subhash Place, Pitampura, New Delhi- 110034

Phone:- 9468254325

Email:- cs@vivo.ooo

Policies:-

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

INTRODUCTION

Vivo Collaboration Solutions Limited is committed to conduct business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The Company believes that a good Corporate Governance Structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved.

This Code of Conduct (the “Code”) has been framed under the Regulation 46 (2) of the SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time by the prescribed authorities of India.

The Code shall come into effect from the date of its adoption by the Board of Directors at their duly convened and constituted meeting.

PREAMBLE

This Code sets forth legal and ethical standards of conduct for Directors and Senior Managerial Personnel (it includes all members of core management team one level below the executive Directors and all the functional heads) of Vivo Collaboration Solutions Limited (the “Company”) and ensures compliance with legal requirements under Regulation 46 of SEBI (LODR) Regulations, 2015.

The Company seeks:

  1. Honest, fair and ethical conduct
  2. Confidentiality of Information
  3. Ethical handling of conflicts of interest between personal and professional relationships.
  4. Legal Compliances
  5. Protection and Proper Use of Corporate Assets and resources
  6. The prompt Internal Reporting to an appropriate person or persons identified below of violations of this Code.
  7. Accountability for Adherence to this Code

Directors and Senior Managerial Personnel must conduct themselves accordingly and not to indulge in improper behavior or moral turpitude.

HONESTY, INTEGRITY AND ACCOUNTABILITY

Honesty, Integrity, transparency, trust and accountability all are part of the core belief of each & every activity at Vivo Collaboration Solutions Limited which has been the continuing basis of its growth and all-round development.

This Code of Conduct is a statement of the Company’s commitment to integrity and high ethical standards moreover code of conduct define the acceptable and non-acceptable behavior of all employees.

Obtaining of material information through unethical means, possessing trade secret information without the prescribed authority consent, or inducing such disclosures by past or present employees of other companies is prohibited.

All our Directors and Senior Managerial Personnel should possess highest personal and Professional Ethics, Integrity and Values along with accountability. They should be able to balance the legitimate interests and concerns of all Company’s stakeholders in arriving at a decision, rather than advancing the interest of a particular constituency.

We are required to outperform our competition fairly and with integrity. We seek competitive advantages through superior performance and never through unethical or illegal business practices.

CONFIDENTIALITY

“Confidential Information” refers to any material information which is non – public in nature or unpublished price sensitive information which may force others to change the mind set. Any information concerning the Company’s business, its customers, suppliers etc., which is not in the public domain and to which the Director and Senior Managerial Personnel has access or possesses such information, must be considered confidential.

Such information shall include but is not limited to:

  1. Any improvements and innovations, whether patentable or copyrightable or otherwise.
  2. Methods, processes and techniques.
  3. Personnel data (Management or otherwise).
  4. Financial, pricing and accounting data.
  5. Client’s data or any material information related to proposed or past clients.
  6. Results of regulatory inspections/audits.
  7. Business plans and updates to business plans.
  8. Potential acquisitions, licenses or other business deals.
  9. Potential equity interests.
  10. Regulatory filings and approval data.
  11. Marketing and sales information Apart from Statutory disclosures and other disclosure with Board consent any disclosure of confidential information about the company’s business, whether intentional or accidental, can adversely affect the financial stability and competitive position of Vivo Collaboration Solutions Limited. Hence, disclosure of any such information is prohibited. Disclosure of any information on proceedings of Board Meetings/Committee Meetings Internal Meetings, and disclosures of forward-looking statements is prohibited. In case any such disclosure has to be made it has to be approved by the Management and shall be combined with cautionary statements, wherever required.
LEGAL COMPLIANCE

The Directors and Senior Managerial Personnel are responsible for Company’s adherence to statutory and legal/regulatory requirement(s) as applicable to the business of the Company and also monitor company’s compliance with the Corporate Governance Regulations. They must, from time to time, recommend to the Board any suggestions for all such matters and on any corrective measures to be taken. The Directors and Senior Managerial Personnel should also ensure company’s compliance with the Listing and other legal requirements relating to financial statements.

The Company cannot accept practices which are unlawful or may be damaging to its reputation. The Directors and Senior Managerial Personnel shall extend full cooperation to regulatory authorities, and disclose information as may be required.

In the event the implication of any law is not clear, the Company’s Legal Department or compliance officer shall be consulted for advice.

CONFLICTS OF INTEREST

A conflict of interest exists where the interests or benefits of one person or entity contradict or litigate with the interests or benefits of the Company. The following pertains to all conflicts of interest other than those relating to transactions between Vivo Collaboration Solutions Limited and its affiliates/subsidiaries. Conflicts of interest is said to arise in the following circumstances:

  1. Personal or family financial interest has an influence on the work for the company.
  2. There exist possibilities where the personnel’s decisions or work may be based on influential factors like gifts, loans or unusual hospitality which confines him/her from fulfilling his/her duties and responsibilities towards the company objectively and effectively. Duties and responsibilities of the Directors and Senior Managerial Personnel with regards to conflicts of interest.
  3. It is the duty of a Director and Senior Management, while dealing on behalf or with the Company, to avoid any influences that interfere in abiding with their responsibilities towards the company and to disclose actual or any apparent conflicts of interest immediately.
  4. They shall always put the interest of the Company before their personal interests.
  5. They are prohibited from accepting simultaneous employment or any favors from any of the suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position.
  6. Creating or selling any product or services that compete with the company shall be considered to be against the policy of the Company.
  7. They shall be abstained from discussion and voting on any matter in which they have or may have a conflict of interest
  8. It is responsibility of the individual to disclose any material transaction or relationship that gives rise to or reasonably could be expected to give rise to a conflict of interest to the Compliance Officer.

The Board of Directors or any authorized Director shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

To list and clearly define all the circumstances/situations giving rise to conflicts of interest is not possible as it varies from situation to situation, so if one has any question or doubt for that matter, one shall consult with the Compliance Officer.

DECLARATIONS TO THE BOARD

A Board Member does not take membership of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Board Member informs the Board of all such membership at the beginning of each financial year and also of every change as and when they take place. The Board Members and the Senior Management team informs their equity holding in the company and any changes that may take place and do not indulge in any trading of the securities of the company which would come within the purview of the Company's Insider Trading Regulations. In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director forthwith draws the attention of the Board about the fact and does not participate in the deliberations nor vote on the resolution relating to the same.

USE OF COMPANY’S ASSETS AND NAME

Proper care should be exercised to ensure that the use of Company’s assets is reasonable and there is no wastage. It is the responsibility of the Directors and Senior Managerial Personnel to protect the assets and proprietary information of the Company and ensure that the same are used only for business purposes of the Company. Any suspected incident or fraud or mismanagement of the assets of the Company should be immediately reported to the Chairman or Managing Director or Company Secretary of the Company.

Under no circumstances they should misuse Company’s facilities which include tangible assets as well as intangible assets such as systems, proprietary information, intellectual property, and relationships with the clients. The use of Company’s name, property and trademark should be strictly for the Company’s business purpose and shall not, under any circumstances, be used for their personal interest.

It must be ensured that the equipment/ facilities/ amenities provided to them by the Company for discharge of their duties in terms of their employment are used with proper care and diligence and return the possession thereof upon their resignation, termination or retirement from the services of the Company, as the case may be.

RECORD KEEPING

The company requires keeping correct, true and accurate records of all its accounting and other information. It is necessary that all its employees should report correct information to its senior executives and should not misguide them. All books, records and accounting of the company must reflect accurate and true position of the activities and status of the company, no misleading information should be there. Records we always retained or destroyed according to the Company’s record retention policies and applicable law. In accordance with those policies, in the event of threatened or actual claims, litigation or governmental investigation, please consult the Company’s Legal Department regarding retention or destruction of any related materials. Confidential Information

GIFTS AND DONATIONS

Any form of gifts or personal favors from the suppliers and to the customers should not be entertained or be offered as the case may be, as the same shall be considered to be violating the policies of the Company. Acceptance or Offering of any such gifts and donations leads to unfair trade practices and will be considered to be highly unethical.

The Directors and Senior Managerial Personnel should be careful that this rule is not violated by anyone as its violation shall be considered as unlawful and illegal and will have an adverse effect on the financial status and reputation of Vivo Collaboration Solutions Limited.

The Company shall cooperate with governmental authorities in efforts to eliminate all forms of bribery, fraud and corruption. The Company shall not be liable to any obligations arising as a result of any such serious breach of discipline and the recipient or provider of any gifts shall be held personally liable for such act. Information about any such acts should be immediately reported to the Chairman or the Compliance Officer or Company secretary.

It shall be noted that this does not restrain from acceptance of gifts of items which are customary in nature or associated with festivals provided full disclosure of the same is made.

Also, accepting or offering courtesies or invitations to social or sports events which are considered customary and are in keeping good business ethics so long as no obligation is involved shall not be considered to be against the policy.

REPORTING OF ILLEGAL ACT OR MISCONDUCT

The Directors & Senior Managerial Personnel are considered to be the first line of defense against civil or criminal liability and unethical business practice. They should observe or become aware of any illegal, unethical or otherwise improper conduct. Any act which could have an impact on the reputation of the Company, whether by an employee, supervisor, client, consultant, agent, supplier or other third party, they must promptly notify the same to the Chief Executive.

Every employee of Vivo Collaboration Solutions Limited shall, without fear of retaliation, make a protected disclosure under the whistle blower policy of the Company, when she / he becomes aware of any actual or possible non-adherence or violation of laws, rules, regulations or unethical conduct or an event of misconduct, act of misdemeanor or act not in the Company’s interest.

SUSTAINABLE DEVEOPMENT

The Company believes in sustainable development and is committed to be a responsible corporate citizen for the development of society; Moreover Vivo Collaboration Solutions Limited is creating awareness in the society at large.

To achieve this objective, the business and operations of the Company shall be conducted in an environmentally friendly manner and provide a safe and healthy working environment to its employees.

Particular attention should be paid to training of the employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious accidents. It is the responsibility of all Directors and Senior Managerial Personnel to ensure compliance with all applicable environmental, safety and health laws and regulations and internal policies.

INSIDER TRADING

The Directors and senior management endeavor to ensure compliance with all applicable laws, rules, and regulations applicable to the Company. Transactions, directly or indirectly, involving securities of the Company is not undertaken without complying with Code of Conduct for Prohibition of Insider Trading. Any information relating to company which is non-public information is not disclosed by anyone who so ever having knowledge of such information to any other person. Any investment decisions taken on behalf of the information collected from inside the company are not only unethical but also illegal and shall be prosecuted for the same by the government agencies.

ADHERENCE WITH THE CODE OF CONDUCT

The Directors and Senior Managerial Personnel should abide by the duties and responsibilities as mentioned in this code and the code must be taken seriously by all the concerned persons asit is important to the Company. The Code does not specifically address every potential form of unacceptable conduct, and it is expected that Directors / Management Personnel will exercise good judgment in compliance with the principles set out in this Code.

The directors and Senior Managerial Personnel must ensure that there are no violations of this code and if any violations do take place, disciplinary action, as deemed suitable by the Company, shall be taken.

The Directors and Senior Managerial Personnel shall affirm compliance with this Code on an annual basis.

WAIVER OF THE CODE, AMENDMENTS AND MODIFICATIONS

This code is subject to changes as per the applicable legal amendments and requirement as per the stock exchange’s regulations. The company has the right to amend, alter, modify and terminate this code without giving any reason or in some particular exceptional case along with notice. The Company shall make public disclosure as and to the extent required by applicable laws, rules and regulations, of amendments of this Code.

The Board shall not grant waivers to this Code. However, the Company may waive any one or more of the provisions of the code for any Key managerial personnel subject to approval of board of directors of company.

DUTIES OF INDEPENDENT DIRECTORS

Pursuant to section 149(6) & (7) read with Companies (Appointment and Qualification of Directors) Rules 2014 along with Schedule IV for Code of Independent Directors and the recent amendments made by SEBI in Listing Regulation, the Independent Directors shall adhere to the duties as follows –

  1. Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.
  2. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company.
  3. Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
  4. Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
  5. Strive to attend the general meetings of the company.
  6. Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting.
  7. Keep themselves well informed about the company and the external environment in which it operates.
  8. Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
  9. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company.
  10. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
  11. Report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
  12. Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
  13. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
LIABILITY OF INDEPENDENT DIRECTOR

An independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Regulation & Companies Act, 2013.

ANNUAL COMPLIANCE REPORTING

In terms of Listing Regulation, All board members and senior management personnel shall affirm the compliance of this code on an annual basis. The Annual Report of the company shall also contain a declaration to this effect duly signed by CEO of the company.

AMENDMENTS & MODIFICATION TO THE CODE

The provisions of this code can be modified /amended by the Board of Directors of the company from time to time and all such amendments / modifications shall take effect from the date stated therein.

PLACEMENT OF THE CODE ON THE WEBSITE

This Code and any amendments thereto shall be hosted on the website of the company.

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION

According to Section 178 of the Companies Act, 2013 and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Nomination & Remuneration Committee of Vivo Collaboration Solutions Limited (the Company) shall recommend to the Board for formulation of policy relating to the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees.

Such policy is formulated to attract, retain and motivate all the employees of Vivo Collaboration Solutions Limited on the basis of their performance to run the company successfully. Such policy shall be disclosed in the Board’s report.

2. APPLICABILITY

This policy shall be applicable to the Directors, Key Managerial Personnel, Senior Management and other employees of Vivo Collaboration Solutions Limited.

3. OBJECTIVE

This policy for Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company is formulated with the following broad objectives:

  1. Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.
  2. Motivate KMP and other employees and to stimulate excellence in their performance.
  3. Remuneration is linked to performance.
  4. Ensuring that the remuneration to Directors, KMP and other employees involves a balance between components of fixed & variable pay reflecting short and long term performance objectives appropriate to the working of the Company and itsgoals.
  5. Retain, motivate and promote talent and to ensure long term sustainability of talented employees.
  6. The criteria for determining qualifications, positive attributes and independence of a Director.

4. DEFINITIONS

“Board” means Board of Directors of Vivo Collaboration Solutions Limited.

“Directors” mean Directors of Vivo Collaboration Solutions Limited.

“Committee” means Nomination and Remuneration Committee of Vivo Collaboration Solutions Limited as constituted or reconstituted by the Board.

“Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

“Key Managerial Personnel (KMP)” means- (i) the Chief Executive Officer or the Managing Director or the Manager (ii) the Company Secretary (iii) the Whole-Time Director (iv) the Chief Financial Officer (v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

“Remuneration” means remuneration as defined under Section 2(78) of the Companies Act, 2013 including any amendment thereof.

“Senior Management” means personnel of Vivo Collaboration Solutions Limited who occupy the position of Head of the department/division/unit.

5. APPOINTMENT CRITERIA LAID DOWN BY NOMINATION & REMUNERATION POLICY FOR

  1. a) Managing Director & Whole-Time Director: The Managing Director & Whole-Time Director shall be appointed on the basis of their qualification, expertise and experience in the Business of Vivo Collaboration Solutions Limited. The term of the appointment or re-appointment of Managing Director & Whole-Time Director shall be for the period of five years. Vivo Collaboration Solutions Limited shall not appoint or continue the employment of any person as Managing Director or Whole-Time Director who has attained the age of seventy-five years, provided that the term of such person may be extended by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy-fiveyears.
  2. Non-Executive Directors & Independent Directors:

    An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

    No Independent Director shall hold office for more than two consecutive terms of 5 years, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. The appointment of the Independent Directors shall be in accordance with Schedule IV to the Companies Act,2013.
  3. Key Managerial Personnel (KMP): A person to be appointed as a KMP should posses adequate qualification, knowledge and expertise. The Committee has discretion to decide whether qualification, knowledge and expertise possessed by a person is sufficient/satisfactory for the concerned position.
  4. Senior Management & other employees: The person at the level of Senior Management and other employees shall be appointed as per the policy formulated by Human Resource Department.

6. REMUNERATION TO

  1. Managing Director & Whole-TimeDirector:

    The remuneration/compensation/commission etc. to the Managing Director, Whole time Director will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/commission etc. to the Directors shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

    The remuneration and commission to be paid to the Managing Director/Whole-time Director/Executive Director shall be in accordance with the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the Schedule V and other applicable rules made thereunder.

    Revision to the existing remuneration/compensation structure may be recommended by the Committee to the Board subject to approval of the Shareholders when necessary, in the case of Managing Director/Whole- time Director/Executive Director and would be based on the individual’s performance as well as the Company’s overall performance.

    If any Managing Director/Whole-time Director/Executive Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

    Where any insurance is taken by the Company on behalf of its Managing Director/Whole- time Director/Executive Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty of negligence, default, misfeasance, breach of duty or breach of trust, the premium paid on such insurance shall be treated as part of theremuneration.
  2. Non-Executive Directors & Independent Directors:

    The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. The Independent/Non-Executive Director shall be entitled to reimbursement of expenses for participation in the Board and other meeting.

    However in the case of Non Executive Director, Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

    An Independent Director shall not be entitled to any stock option of the Company.
  3. Key Managerial Personnel (KMP), Senior Management & other employees:

    The KMP, Senior Management and other employees of the Company shall be paid remuneration as per the policies implemented by the Company from time to time.

7. PERFORMANCEEVALUATION

The Committee shall evaluate performance of every Director, KMP and Senior Management Personnel at regular period of one year.

8. LOAN TO SENIOR MANAGEMENT (OTHER THAN MANAGING DIRECTOR AND WHOLE-TIME DIRECTOR) AND OTHER EMPLOYEES OF THE COMPANY

The loan may be given to the above concerned for the purposes such as Marriage, Education, Housing Loan or such other purposes, in accordance with the policies implemented by the Company from time totime

In case of any subsequent changes in the provisions of Companies Act, 2013 & the rules made thereunder or other regulations which makes any of the provisions in the policy inconsistent with the Act or regulations, then the amended provisions or regulations would prevail over the policy and such policy would be modified in due course to make it consistent with the law. Such policy shall be reviewed and recommended by the Nomination and Remuneration Committee to the Board of Directors for approval.

9. POLICY REVIEW

The Nomination & Remuneration Committee is responsible for monitoring, implementation and review of this policy. The Nomination & Remuneration Committee shall provide recommendations as and when it deems necessary to the Board as to how to effectively structure and make recommendation as and when required to facilitate a remuneration strategy, which will meet the needs of the Company.

1. BACKGROUND

  1. Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a Vigil Mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code of Conduct for Directors and Senior Management (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Such a Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
  2. Pursuant to the provisions of Section 177 (9) & (10) read with rule 7 of Chapter XII of the Companies Act, 2013, the Company has set up and adopted the following Vigil Mechanism which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company and shall be over seen by the Audit Committee (hereinafter referred to as ‘Committee’) of the Company. The Mechanism as set up herein-below shall enable the employees and the directors of the Company to report their genuine concerns or grievances about the actual and potential violation of the principles and standards laid down herein.

2. POLICY

In compliance of the above requirements, Vivo Collaboration Solutions Limited, (Vivo), being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

3. POLICY OBJECTIVES

  1. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.
  2. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
  3. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
  4. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

4. DEFINITIONS

“Alleged wrongful conduct” shall mean violation of law, infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

“Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with the guidelines of Listing Regulation and Companies Act, 2013.

“Board” means the Board of Directors of the Company.

“Employee” means all the present employees (including Contract Employees on Contractual Basis) and Managing / Whole Time / Executive Directors of the Company whole time Directors of the Company whether working in India or abroad.

“Vigilance Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not gossip/speculative or in the nature of hear says and should contain to the point information for its appropriate assessment / review.

“Subject” means the person against whom the complaint is made.

“Whistle Blower” is a Director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. SCOPE

This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company’s rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies and other matters or activities on account of which the interest of the Company is affected.

However the mechanism does not release the employees from their duty of confidentiality in the course of their work and nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

6. ELIGIBILITY

All Directors/Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

7. PROCEDURE

All Protected Disclosures should be reported in writing by the complainant as soon as possible, after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Managing Director in exceptional cases. The contact details of the Whistle Officer are as under:-
Mr. Sanjay Mittal, Managing Director
Vivo Collaboration Solutions Limited
315,Third Floor, HB Twin Tower, Netaji Subhash Place,
Pitampura, New Delhi- 110034

Ms. Reeta, Company Secretary and Compliance Officer
Vivo Collaboration Solutions Limited
315,Third Floor, HB Twin Tower, Netaji Subhash Place,
Pitampura, New Delhi- 110034

In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer. On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

8. INVESTIGATION

All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company / Committee constituted for the same an outside agency before referring the matter to the Audit Committee of the Company.

The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit. Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.

9. DECISION AND REPORTING

If outcome of the investigation indicates that an improper or unethical or wrongful act has been committed, it will be recommended to the management of the Company to take appropriate corrective action. Any such disciplinary or corrective action shall be subject to the applicable personnel or staff conduct and disciplinary procedures.

If Complainant is not satisfied with Report, he has the right to report the event to the appropriate legal or investigating agency.

A Complainant who makes false allegations or about alleged wrongful conduct shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

10. SECRECY / CONFIDENTIALITY

The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

11. PROTECTION

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure

The identity of the Complainant shall be kept confidential to the extent possible and permitted under law. The identity of the Complainant will not be revealed by the Company.

Any other Complainant assisting in the said investigation shall also be Vigilance to the same extent as the Complainant.

12. RETENTION OF DOCUMENTS

All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

13. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

14. COMMUNICATION

A Whistle Blower policy cannot be effective unless it is properly communicated to directors/employees. The policy should be published on the website of the company.

15. AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

VIVO.OOO ADVANTAGE

With VIVO.OOO, enterprise communication gets truly mobile! We break the barriers of device, network and geographies while transforming all voice applications from legacy to next-generation, at no extra cost.

  • End-to-end cloud voice

    As an end-to-end Cloud Telephony service provider, VIVO.OOO gives enterprises instant and seamless connectivity to all voice applications and networks, local or global.

  • Ubiquitous global coverage

    Coverage across more than 135 countries ensures no matter where our customers’ offices, remote workers, end-users or partners are located, we keep them connected always.

  • Seamless scaling—up or down

    Customers get total control and flexibility when it comes to adding, moving or deleting users—and hence adjusting monthly expenses—to suit the changing business needs.

  • One-window cloud access

    VIVO.OOO is truly a simplified suite of voice services, with just one easy interface to everything—PBXs, Bulk Dialers, Conferencing, Global CUG, DID or Call Centers—in the cloud

  • Zero capex, low opex

    VIVO.OOO requires absolutely no spend on the infrastructure to be up and running, while the OPEX saving easily ranges from 30 percent to 40 percent or even more.

  • Premium quality always

    Our commitment to quality ensures that all voice traffic is always routed uncompressed, even though it’s fully encrypted, in an end-to-end manner.

Contact us

Are you looking for a Cloud Telephony solution? Or need more information on our offerings? Just drop us a note and we’ll be in touch with you shortly.