< Board and Board Committees
Mr. Birendra Kumar
Chairperson &
Independent Director
Mr. Birendra Kumar is an independent director and Chairman of the Company and an Independent director on the boards of three material subsidiaries of the Company, chairing two of these subsidiaries. He is also Executive Director, Wisler Investment Management Private Limited, managing AIF for Blackstone Tactical Opportunities Singapore since February 2019.
Mr. Kumar was earlier an independent director and Chairman of Advait ARC Pvt Ltd (July 2021 -August 2022). He was Senior Advisor at Duff & Phelps India (November 2018-november2020). He was non-executive Vice Chairman of International Asset Reconstruction Company Private Limited (IARC) (September2018-May2019) prior to which he was IARC’s Founder, Managing Director & CEO (March2007-August2018).
Mr. Kumar has been a career banker with over five decades of rich and diverse experience in commercial, credit, investment and international banking in India and abroad. Mr. Kumar retired as Deputy Managing Director & Chief Credit Officer of State Bank of India (SBI) in April 2002. He previously led SBI Capital Markets Limited for over three years as Managing Director & CEO. His international roles in SBI included Representative, Washington, President & CEO of SBI (California) and CEO of the Los Angeles Agency.
Mr. Kumar has wide experience in distressed assets sector and asset reconstruction industry. He was Advisor (Business Recovery Services) at PwC (July2002-February2007). He has served on various expert groups of Reserve Bank of India and Government of India and has been associated with industry bodies such as ASSOCHAM, CII and FICCI. He was Chairman of Association of ARCs in India for close to 7 years till the end of March 2018 and is presently member of advisory board of Association of ARCs in India. He is very well networked in the financial sector.
Mr. Kumar is MSc in Mathematics from St. Stephen’s College, University of Delhi, and a Certified Associate of the Indian Institute of Banking.
Mr. Ashish Kehair
Managing Director & CEO
Mr. Ashish Kehair, the Managing Director and CEO of Nuvama Wealth Management Limited, has been instrumental in shaping Nuvama Group’s strategic direction and expansion of business across geographies. Under his leadership the group has built a scaled and diversified wealth management platform serving affluent, HNI and UHNI families and individuals. He has also spearheaded a focused alternative asset management franchise and helped sustaining leadership in capital markets.
Mr. Kehair has 26 years of extensive experience in the financial services sector, with a diverse background spanning Private Banking, Wealth Management, Asset Management and Treasury, both in Indian and offshore markets.
In the past, he was associated with IDFC Bank as Head, Wealth Management & Private Banking and was part of the Senior Management team that was significant in building differentiated franchises across all segments of the Bank. His past associations also include ICICI Securities Ltd, ICICI Bank & TAIB Bank E.C. (Asset Management).
Mr. Kehair is a professionally qualified Chartered Accountant & Cost Accountant.
Mr. Shiv Sehgal
Executive Director
Mr. Shiv Sehgal is President and Head, Nuvama Capital Markets. Mr. Sehgal 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.
Mr. Sehgal has worked in the investment management and financial services industry for over two decades, the majority of which has been in emerging market funds in the pan-Asia markets. Prior to his current role, Mr. Sehgal led the Goldman Sachs Institutional Sales Trading, Equity Capital Markets business in India, responsible for the firm’s franchise relationships. Mr. Sehgal was also appointed to the Goldman Sachs India board to oversee day to day operations and provide executive leadership on various firm committees.
Mr. Sehgal also 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 Kumar Srivastava has a Bachelor’s degree in Electrical and Electronics 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 to start PAG’s India office. He is a Partner and Managing Director, Head of India Private Equity at PAG, one of Asia’s largest alternative investment managers with USD 55 billion in assets under management. Before joining PAG, Mr. Srivastava spent almost a decade at Kohlberg, Kravis and Roberts (KKR), evaluating and investing in various investment opportunities across India, Singapore, and the United States. Mr. Srivastava has also worked at Goldman Sachs and Co. Inphi Corporation in California.
Mr. Tony Miller
Non-Executive Director
Mr. Tony Miller is a Partner of PAG and is CEO of PAG Japan Limited. PAG is an Asia based investment management firm with approximately $55 billion in assets under management. He has been at PAG since 2009 and is on the board of Pacific Alliance Asia Opportunity Fund. 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 Nuvama Wealth Management Group, 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. He is a member of the Council of Foreign Relations and the World Economic Forum.
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.
Mr. Miller has overall experience of approximately 35 years.
Mr. Aswin Vikram
Non-Executive Director
Mr. Aswin Vikram has completed his Bachelor of Technology degree from the Indian Institute of Technology, Madras in 2007 and his Post Graduate Diploma in Management from the Indian Institute of Management, Bangalore in 2009.
Mr. Vikram has been with PAG since November 2019 and has been working in the private equity industry since 2011.
Ms. Anisha Motwani
Independent Director
Ms. Anisha Motwani has been a consulting 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 Storm the Norm 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.
She is the author of 2 bestselling books; Storm the Norm – a first-of-its-kind collection of 20 contemporary stories of truly inspiring businesses & She Storms – a groundbreaking book that celebrates the extraordinary journeys of 17 women who defied norms & shattered barriers.
Ms. Motwani is on the Advisory Board of IIHMR, 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, Chairperson
Mr. Sameer Kaji has an experience which spans a range of industries and geographies for the last 30 years with key focus areas of growth strategy, mergers & acquisitions, operational improvement, transformation and turnaround. As a first-generation entrepreneur for more than 20 years, he has hands on operational experience to bring pragmatic solutions to complex management, manufacturing, or financial issues for company management. He is a graduate and has done his master’s in business administration – Entrepreneurship and Finance from Babson F.W. Olin Graduate School of Business, Wellesley, Massachusetts, USA.
Mr. Kamlesh Shivji Vikamsey
Independent Director, Chairperson
Mr. Kamlesh Shivji Vikamsey has vast experience of over 40 years in the field of auditing, taxation, corporate & personal advisory services, business & management consulting services, due diligence, valuations, inspections, investigations. As the Chairperson of Audit and Advisory Committees of various international organizations during his career, he has hands on operational experience to bring pragmatic solutions to complex management and financial issues. He is a Chartered Accountant and has been a former President of The Institute of Chartered Accountants of India.
Audit Committee
Terms of Reference| Name | Designation |
|---|---|
| Mr. Kamlesh Vikamsey | Independent Director, Chairperson |
| Mr. Birendra Kumar | 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. Nikhil Kumar Srivastava | Non-executive Director |
Corporate Social Responsibility
Terms of Reference| Name | Designation |
|---|---|
| Mr. Sameer Kaji | Independent Director, Chairperson |
| Mr. Birendra Kumar | Independent Director |
| Mr. Shiv Sehgal | Executive Director |
Risk Management Committee
Terms of Reference| Name | Designation |
|---|---|
| Mr. Ashish Kehair | Managing Director & CEO, Chairperson |
| 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, Chairperson |
| 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, Chairperson |
| Mr. Nikhil Kumar Srivastava | Non-Executive Director |
| Mr. Shiv Sehgal | Executive Director |
| Mr. Jasbir Kochar | Chief Human Resources Officer |
| Mr. Riyaz Marfatia | Chief Operating Officer |
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.
xiii. Administering, superintendence, monitoring and formulating the Employee Stock Appreciation Rights Scheme/Plan and/or any other employee stock option scheme/plan as approved by the Committee, Board and the shareholders of the Company in accordance with the provisions as mentioned in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and to formulate and implement same.
Terms of Reference of Risk Management Committee
The brief description of the terms of reference of the Risk Management Committee are:
(a) to formulate a detailed risk management policy which shall include:
• framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the committee;
• measures for risk mitigation, including systems and processes for internal control of identified risks; and
• business continuity plan.
(b) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
(c) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
(d) to periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
(e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
(f) the appointment, removal and terms of remuneration of the Chief Risk Officer, if any shall be subject to review by the Risk Management Committee.
Terms of Reference of Stakeholder Relationship Committee
The brief description of the terms of reference of the Stakeholder Relationship Committee are:
- Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
- Review of measures taken for effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
- Any other matter as may be delegated by the Board or as per any statutory requirement.
Terms of Reference of Environmental, Social and Governance Committee (ESG Committee)
The brief description of the terms of reference of the Environmental, Social and Governance Committee are:
- Endorse the Company’s ESG vision, strategy and goals on an ongoing basis;
- Review and monitor the ESG initiatives, policies and processes;
- Review and assess the performance of the Team, the adequacy of this Charter and recommend any proposed changes for approval by the Board;
- Review statutory performance obligations on Sustainability/ESG if any.