Board and Board Committees

< Board and Board Committees

Mr. Birendra Kumar

Chairman &
Independent Director

Mr. Birendra Kumar

Chairman &
Independent Director

Birendra Kumar, currently managing the AIF of Blackstone Tactical Opportunities, Singapore, as Executive Director, Wisler Investment Management Pvt Ltd, Investment Manager. He was Senior Advisor, Duff & Phelps India Private Limited from mid November 2018 to mid-November 2020.

Mr. Kumar has recently joined the Board as an Independent Director and Chairman of Advait ARC Pvt Ltd, which is in the process of applying for RBI license. Mr. Kumar was earlier Non-executive Vice Chairman on the Board of International Asset Reconstruction Company Private Limited (IARC) from September 1, 2018, to May 16, 2019, prior to which he was the founder Managing Director & CEO since IARC received Certificate of Registration from RBI in March 2007. During his tenure of over eleven years till he relinquished charge on August 31st, 2018, as MD & CEO, Mr. Kumar was instrumental in raising equity and two Funds with renowned domestic and international investors and third Fund in March 2018 with Blackstone Tactical Opportunities who have also taken majority stake in the company, with HDFC Bank, Tata Capital Ltd and ICICI Bank being the other Institutional shareholders.

Mr. Kumar has been a career banker with over five decades of rich and diverse experience in commercial, credit, investment & international banking in India and abroad. Mr. Kumar was the Deputy Managing Director & Chief Credit Officer of State Bank of India when he retired in April 2002. Immediately prior to this, Mr. Kumar was the MD & CEO of State Bank of India (SBI) Capital Markets Limited for a period of over three years. Mr. Kumar has handled various important assignments in India including as Private Secretary, Chairman, SBI and Secretary, Central Board of SBI. Mr. Kumar also has over five years of overseas experience with SBI in the USA during which period he was first Representative in Washington for over a year and half and then headed the West Coast operations of SBI as President & CEO, SBI (California) and Chief Executive Officer, Los Angeles Agency, Los Angeles for over three years.

Mr. Kumar has wide experience in the stressed asset sector, having been Advisor, Financial Advisory Services, PwC, Mumbai, from 2002 to 2007 wherein he was instrumental in initiating and leading Business Recovery Services (Distressed Debt Advisory) practice.

Mr. Kumar completed his master’s in mathematics from St. Stephens College University of Delhi. Mr. Kumar is also Certified Associate of Indian Institute of Banking.

Mr. Ashish Kehair

Managing Director & CEO

Mr. Ashish Kehair

Managing Director & CEO

Ashish Kehair has been instrumental in co-creating and driving the business strategy and expanding the wealth management businesses across geographies.

He played an instrumental role in formulating the strategic direction of the business and has been a key member of the Executive Committee.

Ashish brings over 23 years of experience in the financial services sector. He has had an extensive career in the areas of Private Banking and Wealth Management, Asset Management Structuring of Investment products & Treasury in India and offshore markets. Additionally, he also has an exposure in Venture Capital and Private Equity domain where he has been involved in project incubation funding (seed and late stage) and exits.

Prior to joining Edelweiss, Ashish was associated with IDFC Bank as Head – Wealth Management & Private Banking, Third Party Products and was the part of the Senior Management start up team that was instrumental in building differentiated franchise across all segments of the Bank. He has strategized and executed full advisory process, customer focused asset allocation & profiling models that were pioneers’ services to address the real customer needs. His past associations include ICICI Securities Ltd, ICICI Bank & TAIB BANK E.C. (Asset Management).

Ashish is a professionally qualified Chartered Accountant & Cost Accountant.

Mr. Shiv Sehgal

Executive Director

Mr. Shiv Sehgal

Executive Director

Shiv Sehgal is President and Head of Institutional Securities, Edelweiss Wealth Management.

In this role, Shiv provides leadership to one of India’s largest equity franchises and is responsible for the Capital Market businesses which includes Institutional Equities (covering sales, research and trading) and Asset Services.

Shiv has worked in the investment management and financial services industry for more than two decades, the majority of which has been in emerging market funds in the pan-Asia markets. Prior to his current role, Shiv led the Goldman Sachs Institutional Sales Trading, Equity Capital Markets business in India, responsible for the firm’s franchise relationships. Shiv was also appointed to the Goldman Sachs India board to oversee day to day operations and provide executive leadership on various firm committees. Before joining Goldman Sachs, Shiv was CEO of Artha Capital, Singapore.

Shiv is regularly featured in seminars and articles in Economic Times, ETnow, The Mint, Business standard and other financial journals. He is also a regular speaker and presenter at various India Financial Markets Conferences, global Hedge Fund summits and a regular Jury member for the AIWMI’s 40 under 40 campaign for excellence in the field of alternative investments.

Shiv has extensive experience of working in long-short emerging market hedge funds in Sydney and Singapore. He is a Chartered Financial Analyst from the CFA Institute, USA and holds a Masters in Banking and Finance from Griffith University, Brisbane.

Mr. Nikhil Srivastava

Non-Executive Director

Mr. Nikhil Srivastava

Non-Executive Director

Nikhil Srivastava has a Bachelor’s degree in Electrical Engineering from the Birla Institute of Technology and Science (BITS) Pilani, a Master’s degree in Electrical Engineering from Stanford University and an MBA from Harvard Business School.

Mr. Srivastava joined PAG in April 2019 and is the Managing Director and head of India Private Equity at PAG. Prior to joining PAG, Mr. Srivastava has almost a decade of experience at Kohlberg, Kravis and Roberts (“KKR”), with a breadth of global experience where he has evaluated a wide range of investment opportunities across India, Singapore and the United States, and additionally was the head of KKR’s special situations and healthcare private equity group in India. Mr. Srivastava has also worked at Goldman Sachs and Co. Inphi Corporation in California.

Mr. Anthony Miller

Non-Executive Director

Mr. Anthony Miller

Non-Executive Director

Mr. Miller is a Partner and a Member of Board of Directors of PAG Holdings Ltd. (originally Pacific Alliance Group), an Asia based investment management firm with approximately $40 billion in assets under management. He has been at PAG since 2009 and is the CEO of PAG Japan. Previously he was with Ramius Capital Group, an alternative asset manager based in NYC where he served as Partner and head of Asia, managing their business from Hong Kong. Prior to Ramius, Mr. Miller was a Managing Director at The Carlyle Group, serving as head of their Hong Kong office. Mr. Miller originally came to Asia as a Managing Director for Bear Stearns Asia where he was head of Corporate Finance for Asia. Previously he had been a Managing Director for Bear Stearns in NYC and prior to that, he was an associate at Dillon Read & Co., also in NY.

Mr. Miller is currently a member of the Boards of Directors of PAG Holdings Limited, Cushman & Wakefield (NYSE), Nuvama Wealth Management Group (Indian investment bank), and Joyson Safety Systems (formerly Takata Corporation of Japan). He was formerly a board member of Universal Studios Japan, Research Environmental Industries and The Fruehauf Trailer Company. He is a Trustee of the American School in Japan and a member of the Asia Pacific Development Council of Habitat for Humanity where he is an active supporter of Habitat’s efforts to provide housing to developing countries in Asia.

Mr. Miller received his MBA from Harvard Business School, graduating in 1983 and received his BA from Brown University in 1979. He was born in Chicago and attended the Francis Parker School, graduating in 1975.
Mr. Miller has overall experience of approximately 35 years.

Mr. Aswin Vikram

Non-Executive Director

Mr. Ramesh Abhishek

Non-Executive Director

Mr. Navtej S. Nandra

Independent Director

Mr. Navtej S. Nandra

Independent Director

Navtej S. Nandra has over three decades of experience. Mr. Nandra is Senior Independent Director of OakNorth Bank. Mr. Nandra is a distinguished Visiting Fellow at the National University of Singapore and also serves on boards of the Centre for Governance, Institutions and Organisations (CGIO), and the Centre for Asset Management Research and Investments (CAMRI). Mr. Nandra is also a senior advisor to Insight Guru.

Mr. Nandra’s work experience includes President of E*TRADE Financial, CEO of Morgan Stanley Investment Management Ltd., senior roles at DTZ Holdings, Merrill Lynch Global Wealth Management, Merrill Lynch Global Investment Banking, Cambridge Group and BoozAllen and Hamilton. Mr. Nandra has served on various boards, including Morgan Stanley Huaxin Fund Management, Morgan Stanley International, Nuveen Investments and Merrill Lynch India Technology Services.

Mr. Nandra holds a Post Graduate Diploma in Management from IIM, Ahmedabad and a Bachelor of Commerce degree from the University of Delhi.

Ms. Anisha Motwani

Independent Director

Ms. Anisha Motwani

Independent Director

Anisha Motwani has been the advisor with the World Bank on the prestigious ‘Swachh Bharat Programme’, ‘Adoption of Solar Rooftops’ & National Mission for Clean Ganga.

Ms. Motwani serves as an Independent Director on the board of some leading organizations. Ms. Motwani is a multi-faceted business leader & draws from her rich experience of over 30 years in diverse industries – FMCG, automobiles, financial & health services.

After a successful 25 year corporate career, Ms. Motwani founded StormTheNorm venture in 2015, a company specializing in Brand, Digital & Innovation Projects. Ms. Motwani brings in new perspectives on how businesses can challenge the conventional norms & storm them in a way that will help them re-wire to succeed in a disruptive world.

Ms. Motwani is the author of Storm the Norm – first-of-its-kind collection of 20 contemporary stories of truly inspiring businesses and brands from India that either wrote or rewrote the norms of their respective industries and brought in unprecedented change and vibrancy.

Ms. Motwani is on the Advisory Board of Atal Incubation Center, India Diversity Forum & a regular speaker at national and global business platforms.

In recognition of her achievements, Ms. Motwani was voted as one of the ‘50 Most Powerful Women in Indian Business’ by Business Today for three consecutive years since 2009.

Ms. Motwani has also been recognized amongst the ‘Top 50 Women in Media, Marketing and Advertising’ by Impact & Colors for 4 consecutive years since 2011. Ms. Motwani has been conferred ‘Women at Work Leadership Award 2011’ by Asian Confederation of Business and ‘Brand Builder of the year’ award by NDTV amongst many others.

Mr. Sameer Kaji

Independent Director

Mr. Sameer Kaji

Independent Director

Mr. Sameer Kaji’s 30 year experience spans a range of industries and geographies and areas as diverse as growth strategy, mergers & acquisitions, operational improvement, transformation, and turnaround. As an Interim CEO & Board Member, he has assisted companies in their business development, acquisition, product innovation, and where applicable helped in early identification of stress – whether financial, operational or external by providing out of box solutions to reduce their debt, enhance their operating efficiency, resource allocation and undertaking complex stakeholder negotiations leading to cash flow enhancement and transformation.

Being a first-generation entrepreneur for more than 20 years with hands on operational experience has enabled him to bring pragmatic solutions to complex management, manufacturing, or financial issues for company management. In the past, Mr. Kaji has held roles such as Advisor & Head of Promoter Office, Adani Group; Group Senior Advisor, Binani Cement / Ultratech Cement; Senior Advisor, McKinsey & Company and Chairman & Managing Director, RAS Propack Lamipack among others.

Mr. Kamlesh Shivji Vikamsey

Independent Director

Audit Committee

Terms of Reference

Name	Designation
Mr. Kamlesh Vikamsey	Independent Director, Chairman
Mr. Birendra Kumar	Independent Director
Mr. Navtej S. Nandra	Independent Director
Mr. Nikhil Kumar Srivastava	Non-executive Director

Nomination & Remuneration Committee

Terms of Reference

Name	Designation
Ms. Anisha Motwani	Independent Director, Chairperson
Mr. Birendra Kumar	Independent Director
Mr. Navtej S. Nandra	Independent Director
Mr. Nikhil Kumar Srivastava	Non-executive Director

Corporate Social Responsibility

Name	Designation
Mr. Sameer Kaji	Independent Director, Chairman
Mr. Birendra Kumar	Independent Director
Mr. Shiv Sehgal	Executive Director

Risk Management Committee

Terms of Reference

Name	Designation
Mr. Ashish Kehair	Managing Director & CEO, Chairman
Mr. Sameer Kaji	Independent Director
Mr. Nikhil Kumar Srivastava	Non-executive Director
Mr. Riyaz Marfatia	President & COO

Stakeholder Relationship Committee

Terms of Reference

Name	Designation
Mr. Nikhil Kumar Srivastava	Non-Executive Director, Chairman
Mr. Sameer Kaji	Independent Director
Mr. Shiv Sehgal	Executive Director

Environmental, Social and Governance Committee

Terms of Reference

Name	Designation
Mr. Sameer Kaji	Independent Director
Mr. Nikhil Kumar Srivastava	Non-Executive Director
Mr. Shiv Sehgal	Executive Director

Terms of Reference of Audit Committee

1. Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, re-appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with reference to:
(a) Matters to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; and reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Discussion with internal auditors of any significant findings and follow up there on;
14. Reviewing the findings of any internal investigations by the auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
15. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
17. Reviewing the functioning of the whistle blower/ vigil mechanism;
18. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
19. Carrying out any other functions as mentioned in the terms of reference of the Audit Committee and roles as required/mandated and/or delegated /by the Board as per the Companies Act, the SEBI Listing Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties;
20. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;
21. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;
22. Reviewing the management discussion and analysis of financial condition and results of operations, management letters / letters of internal control weaknesses issued by the statutory auditors;
23. Reviewing the internal audit reports relating to internal control weaknesses;
24. Reviewing appointment, removal and terms of remuneration of the chief internal auditor;
25. Reviewing the following statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7);
26. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
27. Monitoring the end use of funds raised through public offers and related matters;
28. Recommendation for appointment, remuneration and terms of appointment of registered valuer for valuation is required to be made in respect of any property, stocks, shares , debenture , securities or goodwill or any other assets or net worth of a company or its liabilities under the provision of the Companies Act or any other applicable law;
29. Prior approval of a related party transaction to which the subsidiary of the Company is a party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds ten per cent of the annual consolidated turnover, as per the last audited financial statements of the Company;
30. The Audit Committee shall have powers, which should include the following:
(a) To investigate any activity within its terms of reference;
(b) To seek information from any employee of the Company;
(c) To obtain outside legal or other professional advice;
(d) To secure attendance of outsiders with relevant expertise, if it considers necessary; and
31. Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.”

Terms of Reference of Nomination & Remuneration Committee

The brief description of the terms of reference of the Nomination & Remuneration Committee are:
i. The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
iii. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
iv. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.
v. Formulate the criteria for evaluation of performance of independent directors and the Board;
vi. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
vii. devise a policy on diversity of board of directors;
viii. recommend to the board, all remuneration, in whatever form, payable to senior management;
ix. Administering, superintendence, monitoring and formulating the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the applicable laws (“ESOP Scheme”) to formulate detailed terms and conditions of the scheme including the provisions as mentioned in the SEBI (Share Based Employee Benefits) Regulations, 2015;
x. frame suitable policies and procedures to ensure that there is no violation of securities laws including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended from time to time, by the trust, the company and its employees, as may be applicable;
xi. any other terms of reference as mentioned in the Listing Regulations and as may be amended from time to time; and
xii. Perform such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.