Message from the MD & CEO

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3 Message from the MD & CEO Vistra ITCL (India) Limited (Vistra ITCL) is the largest independent corporate trustee in India, offering fiduciary and monitoring services. As a leading trust company in India with two decades of strong presence in the Indian trusteeship space, we are now a Vistra company. This gives us access to a wealth of global resources and a network of over 60 offices across over 40 countries worldwide. Vistra ITCL was formerly known as IL&FS Trust Company Limited. At Vistra ITCL our clients include banks, financial institutions, asset managers, corporates, governments, insurance companies, non-profit organisations and high-net-worth individuals. We successfully administer assets over US$90 billion under various fiduciary structures and preserve significant market share in all our businesses. Our company also continues to play a pivotal role in innovating structures for the Indian industry. Whether it concerns the framework for business trusts or employee benefit schemes, Vistra ITCL has been actively involved in the development of new investment vehicles in India. At Vistra ITCL we have consistently won industry awards for excellence in fiduciary services, such as the Best Corporate Trustee India Award 2015 & 2016 by Wealth and Finance International, UK and the 2015 India s Best Award for Business Leadership Innovation by Skoch Group. Moving from strength to strength, Vistra ITCL continues to deliver value in a rapidly changing environment, through independent advice, innovative solutions and effective risk management. The strength of our business is a direct reflection of the prudence and precision with which we meet our clients needs. Vistra ITCL has supported clients through every economic turn and market movement since its founding 20 years ago. We are poised to deliver for the long-term success of our clients and look forward to continuing to support our people, clients and communities in the region. Best wishes, Navita Yadav Managing Director & CEO 1

4 Strong Collaboration, Built on Trust Vistra ITCL is the largest independent corporate trustee in India, offering a multitude of trustee services across debentures and bonds, private equity and alternate funds and bank lending. We also offer corporate formation and market entry services, due diligence, enforcement and monitoring services to both domestic and foreign entities including banks, financial institutions, corporates, funds, governments, insurance companies, non-profit organisations and high-net-worth individuals. Established in 1995, Vistra ITCL holds a debenture trustee licence from the Indian capital markets regulator, Securities and Exchange Board of India (SEBI). Vistra ITCL is a Vistra company. Vistra is among the world's largest corporate service providers with a presence in more than 40 countries and a service offering across corporate formation, fiduciary trust, fund administration and international back offices. Vistra ITCL was formerly owned by IL&FS Group, one of India s largest infrastructure and financial services conglomerates. Vistra ITCL administers over INR6,10,000 crores (i.e over US$90 billion) in assets under a variety of corporate trust and family office services from our headquarters in Mumbai and offices in Delhi, Bangalore, Kolkata, Chennai and Ahmedabad. Our clients include banks, governments and their agencies, corporates, financial institutions and other entities that access debt capital and credit markets. For our corporate trust business, we nurture in-house financial and legal expertise to deliver a full range of trusteeship and advisory services for borrowers, issuers, lenders and investors. We are ahead of the curve in product innovation, risk management and the development of customised solutions for the industry, as well as various market participants. Our family office services cater to the needs of global Indian families and ultra high-net-worth individuals in the area of structured succession, inter-generational transfer of wealth and family governance. Vistra ITCL is ISO 9001:2008 certified and adheres to the best corporate governance practices, with 50% of the board comprising independent directors. 2

5 Challenging Conditions, Trusted Team Our Strengths We offer A fully integrated fiduciary service solution Neutrality and independence A unique combination of trusteeship and advisory services Product innovation that is ahead of the curve Risk management that is effective and proactive The know-how of an institutional trustee with vast experience in Indian markets Global reach through our international presence International best practices customised to local requirements Expertise in custody, monitoring and compliance metrics 3

6 Our Credentials Largest non-bank trustee in India Two decades of experience in Indian market SEBI registered debenture trustee since 2001 Winner of the Best Corporate Trustee India Award 2015 & 2016 by Wealth and Finance International, UK Winner of the Award for Excellence in Corporate Services 2015 India Winner of India s Best Award 2015 for Business Leadership Innovation by Skoch Group Assets under administration of more than INR600,000 crores (US$90 billion) as of 31 March 2016 Ability to monitor assets across Real Estate, Infrastructure and Financial Services sector Seamless default management, coordinated litigation process and the ability to exhibit deterrent action 50% market share in the funds trusteeship space Strong delivery on security enforcement in public markets Only trustee with experience of monitoring government funds and projects Our Clients Banks and financial intermediaries Private equity, venture capital and alternative investment funds Foreign financial institutions Corporate and overseas bodies Governments and public institutions Pension and mutual funds Insurance companies Asset reconstruction companies Business owners / families and non-profit organisations Building Transparency & Risk Management Timely advice Prudent risk management practice Qualified teams and informed processes across product disciplines Transparency and independent assessment Effective communication with stakeholders 4

7 Leading the Way, Guided by Knowledge Our Service Offerings Corporate Trust Trustee for Funds Vistra ITCL Family Office Consulting & Monitoring Corporate Services 5

8 Corporate Trust As the largest independent corporate trustee in India, Vistra ITCL caters to a full range of debt market issuances including debentures, bonds, deposits, other market securities, and credit products such as term loans, external commercial borrowings and other facilities. We specialise in trusteeship and advisory for structured finance and securitisation transactions. Vistra ITCL provides corporate trustee services to the best known names in the industry, catering to both domestic and global investors. Trustee Services Term loans and credit facilities Debentures / bonds and deposits Securitisation and structured finance Private equity, venture capital, and alternative investments funds (AIFs) Employee stock option / employee welfare trust structures Administration of legal structures Escrow & securities monitoring Trust and retention account agent, and facility agent Collective investment schemes and public issuances Real estate investment trusts (REITs) and infrastructure investment trusts (InvITs) 6

9 Trustee for Funds We provide trusteeship services to more than 50% of the SEBI registered AIFs in India. India is an increasingly attractive investment destination. Vistra ITCL offers comprehensive one-stop solutions for both domestic and international fund managers, including: Structure advisory for fund setup for tax and regulatory perspective Documentation services: Drafting of trust deed, investment management agreement, contribution agreement Assistance in finalising private placement memorandum Acting as corporate trustee Handholding clients through the entire registration process: Drafting and filing of fund application with SEBI Coordination with regulators Annual administration services Fund administration Compliance monitoring and FATCA Real Estate & Infrastructure Investment Trusts Indian capital markets regulator approved the REITs and the InvITs framework (India s very own framework for Business Trusts). These trusts offer a new asset class for investors and also a new source of financing to India s real estate and infrastructure industry. Vistra ITCL contributed to the development of the product for Indian markets and continues to assist in policy action. As an independent SEBI registered debenture trustee with strong operational framework and expertise, Vistra ITCL is a preferred choice for setting up and administering REITs and InvITs in India. Broad scope of trustee services for business trusts: Structuring from legal and taxation perspective Transferring assets and listing assistance Setting up operational framework and a common platform for participants including sponsor(s), investor(s), the investment manager, principal valuer, project manager and stock exchange Overseeing activities of the business trust under the regulatory framework Offering legal due diligence on assets and monitoring the flow of funds Convening meetings of unit holders and the maintenance of records Managing investor relationships, including reviewing unit holders complaints and their redressal Adhering to regulatory compliance and reporting Managing annual administration during the life of the trust 7

10 Family Office As the largest independent trust services provider, we are proud of being able to offer personalised services to our clients. We assist them in developing and implementing targeted, sophisticated asset administration and asset transfer solutions that are aligned with the overall affairs of the family. With our knowledge capital, expertise and operational excellence we have the experience to support the needs of the families. Our service offering ranges from administration of assets to inter-generational transfer of wealth. Our customised services include: Advice on a combination of various legal structures aimed at protecting family wealth from personal and legal risks Creation of efficient succession structures and estate planning Setting up and management of private family trusts and other holding structures Drafting and execution of wills Inter-generational transfer of wealth Legal and tax assistance Consolidated reporting, monitoring of investments and accounting Philanthropy advice Family communication involving setting up of family governance structures and family constitution Long-term administration of the trust structure 8

11 Consulting & Monitoring Vistra ITCL s multi-disciplined approach helps corporates, lenders and investment houses gain access to insights and strategies built around legal and operational capabilities. We have developed best in class legal and operational frameworks. A specialist team works actively with investors, lenders, private equity, venture capital and alternate funds to undertake legal, financial due diligence, asset administration and special situation services like enforcement and monitoring activities. Vistra ITCL is the only trust company in India capable of monitoring large public and government funds. We enhance value through the delivery of strategic advice and execution services to corporations, financial institutions and fund houses who seek quality solutions built around legal, tax, operational capabilities and regulatory expertise. Vistra ITCL s Consulting services include: Monitoring Oversight of duties and responsibilities of all parties to the structures End-use of loan funds Compliance with funding guidelines and prudential norms Regulatory compliance Preparation of annual plans and tracking budgetary performance Periodic reporting to stakeholders Corporate governance Enforcement We evolve the enforcement strategy and handle the enforcement and litigation process in consultation with legal counsels. This also includes taking action under the Sarfaesi Act and other applicable laws, handling the process of auction, the realisation of assets and distribution of proceeds to lenders / investors. Due Diligence We provide written reports with an in-depth analysis of the business. The reports are concise, clear and succinctly presented. Pre Investment services: Legal & asset due diligence Corporate due diligence Financial due diligence Post Investment services: Asset monitoring Compliance End-use of funds 9

12 Corporate Services At Vistra ITCL, we facilitate doing business in India. We offer tailor-made solutions to our international clients looking to set up domestic or global (limited partnership and limited companies) platforms. We are a one-stop shop for administrative, corporate secretarial and support services to businesses through a strong in-house team. We also facilitate a full range of finance or accounting, legal and compliance solutions. Our expertise enables us to design structures that satisfy the client requirements and bring together a robust risk management and administrative framework. Our customised services include: Consulting or identifying a suitable structure (private limited company / limited liability / partnership) or other platform for setting up an entity in India Setting up of legal structures in line with business objectives Facilitating identification and appointment of designated partner / directors Facilitating annual regulatory compliance including tax filings Facilitating audit of accounts, filing of income tax returns (including FATCA) Co-ordinating with legal and tax advisors Assisting with payroll activities and book-keeping of documents Providing corporate secretarial and other support services We strive for excellence and provide innovative, responsive services and solutions to further our client s business objectives. 10

13 About Vistra Ranked among the top four service providers globally, Vistra is a versatile group of professionals, providing a uniquely broad range of services and solutions. Our capabilities span from international incorporations, to trust, fiduciary and fund administration services. As one of the world s leading service providers, Vistra employs over 2,500 professionals across over 40 countries throughout America, Asia Pacific, the Middle East and Europe. Employs over 2,500 Professionals Across over 40 Countries Top 4 Service Providers Globally Our approach is always personal. We develop perceptive solutions to the often complex needs of each individual client. Today, we work with clients across the world including multinational corporations, private clients, fund managers, business owners and entrepreneurs. For corporate clients, Vistra s services are designed from the ground up to suit the needs of today s business community: establishing companies in multiple jurisdictions, recruiting industry qualified directors, setting up registered offices, and putting in place every aspect of local administration. Fund managers can call on Vistra s highly experienced fund services team to set up and run investment funds in jurisdictions around the world. We offer a wide range of fund and corporate administration services, and can act as registrar, transfer agent and security agent. We also include depositary, risk management, management company and liquidation services as part of our offering. For private clients, our family office services team offers strategic expertise in structuring worldwide assets in a way that safeguards wealth for the next generations including estate planning, family trusts and business succession planning. We can help you relocate, handling everything from visa and citizenship applications to finding residential property, banking and more. For business owners looking to expand into new markets, Vistra s international expansion services can smooth the process. From finding premises and recruiting local staff, to setting up new companies, compliance and statutory reporting, Vistra has the local expertise. 11

14 Our Footprint in India Mumbai The IL&FS Financial Center Plot No. C-22, G Block, 7 th Floor Bandra Kurla Complex Bandra (East), Mumbai Tel Fax mumbai@vistra.com New Delhi A-268, 1st Floor, Bhishm Pitamah Marg Defence Colony, New Delhi Cell Tel /92 Fax newdelhi@vistra.com Kolkata Constantia, 3rd Floor, 11 Dr. U.N. Brahmachari Street Kolkata Cell Tel /7363 Fax kolkata@vistra.com Ahmedabad 28th Floor, Gift City, Tower One Gandhinagar, Ahmedabad Cell ahmedabad@vistra.com Chennai 498, Karumuttu Centre, 3rd Floor South Wing, Anna Salai Chennai Cell Tel chennai@vistra.com Bangalore Al-Latheef, 1st Floor 2 Union Street, Off Infantry Road Bangalore Cell Tel /3323 Fax bangalore@vistra.com 12

15 Contact Details Business Enquiries Tel Corporate Trust Tel Family Office, Employee Structures and Corporate Services Tel REITs / InvITs (Business Trust) Tel Monitoring & Due Diligence Tel Vistra ITCL (India) Limited (Formerly known as IL&FS Trust Company Limited) The IL&FS Financial Center Plot No. C-22, G Block Bandra Kurla Complex Bandra (East), Mumbai Tel Fax The Corporate Identity Number (CIN): U66020MH1995PLC095507

16 Disclaimer: The views or information given in this brochure are for general guidance on matters of interest only, and do not constitute professional advice. You should not act upon the information given in this brochure without obtaining legal and tax advice. September 2016