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CORPORATE RESTRUCTURING ADVISORY PROPOSAL




       Riskpro India Ventures (P) Limited
               New Delhi, Mumbai, Bangalore




                             1
About Risk Pro




                 2
Who is Risk Pro… Why us?


                 ABOUT US                                                    MISSION
   Riskpro is an organisation of member firms
    around India devoted to client service                   Provide integrated risk management
    excellence. Member firms offer wide range                 consulting services to mid-large sized
    of services in the field of risk management.              corporate /financial institutions in India
   Currently it has offices in three major cities           Be the preferred service provider for
    Mumbai, Delhi and Bangalore and alliances                 complete Governance, Risk and Compliance
    in other cities.                                          (GRC) solutions.
   Managed by experienced professionals with
    experiences spanning various industries.




         VALUE PROPOSITION                                            DIFFERENTIATORS
   You get quality advisory, normally delivered
    by large consulting firms, at fee levels                  Risk Management is our main focus
    charged by independent & small firms
                                                              Over 200 years of cumulative experience
   High quality deliverables
                                                              Hybrid Delivery model
   Multi-skilled & multi-disciplined organisation.
                                                              Ability to take on large and complex projects
   Timely completion of any task                              due to delivery capabilities
   Affordable alternative to large firms                     We Hold hands, not shake hands.

                                                      3
Risk Pro’s Network Presence




                                     New Delhi



                                     Agra




                     Ahmedabad

                                                  Kolkata

                Mumbai

                         Pune

                                  Hyderabad


                    Bangalore




                                 Salem




                                              4
Risk Pro Highlights

                          Large talent pool of risk experts, consultants and
                          associate partners in India with deep domain skills for
                          domestic and global clients

                11 service locations across Indian region with key
                offices in New Delhi, Mumbai and Bangalore


                               Deep expertise in consulting with over 200 years
                               of cumulative consulting experience



                Operating Groups: Risk-Advisory, Consulting,
                Training & Human Capital Management Solutions


                              Service Lines : Credit, Operational, Fraud Risks,
                              ERM,    Regulatory     Compliance,    Outsourcing
                              Management, Corporate governance

                We are fastest growing risk consulting company
                and     have realistic plans to capture coming
                opportunities while competing with Big - 4’s for
                superior, unmatched, low cost services to our
                clients




                                                5
Risk Management Advisory Services


           Basel II/III Advisory               Corporate Risks                             IT Risk Advisory
              Market Risk                        Enterprise Risk Assessment                 IS Audit
              Credit Risk                        Fraud Risk                                 Information Security
              Operational Risk                   Risk based Internal Audit                  IT Assurance
                                                 Operations Risk                            IT Governance
SERVICES


               ICAAP
                                                  Forensic services


                                                                                               Legal Risks
                                                                                          Procedural Risk
           Operational Risk                    Governance                                 Registration & Licensing Risk
              Process reviews                    Corporate Governance
                                                                                          Taxation Risk
              Policy/ Process Review             Business Strategic risk
                                                                                          Contractual Risk
              Process Improvement                Fraud Risk
                                                                                          Compliance Risk
              Compliance Risk                    Forensic Accounting
                                                                                          IPR Infringement Risk
              Insurance Risk                                                             Litigation Risk


                              Training                                       Human Capital Solutions
                     Banking – E Learning
                     Corporate Training                                           Talent Acquisition
                     Regular Risk Management Training                             HR Consulting
                     Online Training material                                     KRA Management
                     Workshops / Events                                           Risk Managers on call – free
                     ISO standards- 31000



                                                            6
Corporate Restructuring
Advisory –
        Concept 2 Completion




                          7
Restructuring….

 Restructuring is the process through which an
                                                            The      basic     nature   of
 organization radically changes the contractual             restructuring
 relationships that exist among its creditors,              is a “zero-sum game”,
 shareholders, employees, and other stakeholders.           a “marginal utility”
 It is the corporate management term for the act of
 reorganizing the legal, ownership, operational,
 financial or other structures of an organization for
 the purpose of making it more profitable and
 efficient. Strategies of restructuring include
 portfolio restructuring, organizational structuring
 and financial restructuring.

 Restructuring is an on-going process. It is a value
 tool for an organization to use in an attempt to
 maintain their goals and objectives. The choice of
 which strategy to use will depend on the area the
 organization has to improve, i.e. profitability,
 performance, or operation.

 The basic nature of restructuring is a zero-sum
 “game”. It reduces financial losses, while reducing
 tensions between debt and equity holders to
 facilitate a prompt resolution of a distressed
 situation or a situation that requires change.




                                                        8
Reasons for Restructuring

The three primary reasons for restructuring:

1. To address poor financial performance.
   Declining or stagnating sales, accounting losses, or a falling stock price are usually the
   warnings. In extreme cases such poor performance may cause the company to default on its
   debt, resulting in bankruptcy.
2. To support a new corporate strategy, or to take advantage of a business opportunity.
   In an equity spin-off, for example, a diversified firm's businesses are split apart into independent
   entities, each with its own common stock. Spin-offs can make sense when a high-growth
   business is being held back by a bureaucratic corporate parent, or when it no longer makes
   sense for a company to be vertically integrated. In this case, a sign that restructuring may be
   necessary when the stock market is valuing the entire company for less than what its separate
   businesses would be valued for if they were separate, independently-traded companies.
   Restructuring is required to correct a large error in how the company is valued in the capital
   market.
3. To correct a large error in how the company is valued in the capital market.
   In large diversified companies that operate in many different businesses even if the businesses
   may be well-run, investors may place too low a value on the overall portfolio. Restructuring tools
   like tracking stock, stock buybacks, or leverage buyouts, can be used to reduce this kind of
   value gap.




                                                      9
Symptoms for Restructuring

Symptoms indicating the need for corporate restructuring include:

   The market(s) perception about the organization is deteriorating.    Lack of
   The company has difficulties in paying or is unable to pay off its
    debts.                                                               new        skills,
   Sales are declining.
   Stock price is falling.                                              overstaffing,
   New skills and capabilities are required to meet operational
                                                                         understaffing,
    requirements.
   Accountability for results are not clearly communicated and          signal the need
    measurable resulting in subjective and biased performance
    appraisals.                                                          for
   Parts of the organization are significantly over or under staffed.
   Organizational communications are inconsistent, fragmented, and      restructuring
    inefficient.
   Technology and innovation are creating changes in workflow and
    production processes.
   Significant staffing increases or decreases are contemplated.
   Personnel retention and turnover is a significant problem.
   Workforce productivity is stagnant or deteriorating.
   Morale is deteriorating.




                                                   10
Obstacles to Restructuring


Common obstacles to restructuring include:

   Denial of acknowledging problems: Organizations have tended to
    restructure only reactively in response to pressure and when action
    has become unavoidable.
   Saving jobs: Observed mostly in governmental organizations             The key is
    characterized by lifetime employment and seniority-based
    promotion employment security, saving jobs even at the expense of      to
    shareholder interests continues to sway executive decision-making.
   Internal politics and long-held tradition: Restructuring efforts can   recognize
    fail because the initiatives are not followed group-wide and are
    changed shortly after announcement, when politics and tradition        the problem
    stand in the way.
   Executives' disregard for shareholder value: Organizations divest      as early as
    their businesses, those businesses are often incurring heavy losses
    as a result of several years of poor performance; executives can be    possible
    reluctant to divest underperforming businesses, even when they
    know that the divestiture will maximize the value for shareholders.
   Arrogance: Executive management believes that it knows how to
    solve the problems without outside help often ignoring changing
    market dynamics.




                                                     11
Successful Restructuring

Key factors for successful restructuring include:

   Setting specific short- and long-term objectives to be
    achieved through restructuring;                               It is key to
   Planning growth scenarios after restructuring in advance;
   Defining core businesses and focusing on them;                share       the
   Developing a restructuring plan toward superior
                                                                  restructuring
    shareholder value;
   Demonstrating leaders' commitments to restructuring;          plan across
   Sharing a restructuring plan across the group
    organizations;                                                the      group
   Setting objective criteria to identify candidates for
                                                                  organizations
    restructuring;
   Assessing restructuring alternatives and selecting the best
    option;
   Finding the right partners to complete the transactions;
   Executing restructuring in a swift and intensive manner;
   Monitoring the progress of a restructuring plan on a
    regular basis;
   Involving external advisors in the restructuring process.

                                              12
Preemptive Restructuring

Organizations could benefit by restructuring before they are
hit with a crisis; a preemptive restructuring may often be
appropriate. If an organization waits too long to address         Preemptive
problems with its business, the resulting restructuring may be
very painful as the options remaining will definitely be fewer.   restructuring
A preemptive restructuring may deter executives from taking
                                                                  can act as a
the full measures that are necessary to return the business to    deterrent to
a sound footing whereas a resulting restructuring may
severely disrupt the business. If, for example, it is necessary   painful
to layoff 20% of your workforce to achieve the same cost
efficiency as your competitors, better to do this over several
                                                                  surprises
years than all at once. The key is to recognize the problem as    down       the
early as possible.
                                                                  road
Organizations must perform a "restructuring audit" on their
businesses periodically, looking for opportunities to create
value by voluntarily restructuring, before circumstances leave
them with no choice.


                                              13
Preemptive Restructuring

Preemptive or not restructuring initiatives fail when issues are overlooked or approaches
undertaken are unrealistic. Key points the Board of Directors (BOD) should consider before
restructuring:

Adding value                                          Balancing short- and long-term risks

   What is the organization’s core business              How is the employment brand managed?
    (Units, products, services and customers that         Could proposed measures damage the future
    bring cash into the business)?                         business strategy?
   How should the redesigned organization look           What steps should be taken so that key
    like?                                                  talent is retained?
   Is the organization efficiently functioning and       How is the development of staff continued
    does it obtain true value for money?                   whilst restructuring?
                                                          What is the market impression about the
Engaging effectively with staff                            organization?

   Is the approach to restructuring consistent
    with the organization’s declared values?
   Are effective communication plans in place?
   Is management engaging with staff in an
    appropriate manner?
   How does staff feel about being part of the
    organization?


                                                      14
Prior to Restructuring


Prior to restructuring:

   Make sure that that the organization’s owners, leadership
    team and directors are personally protected.
    When the organization is in trouble or under restructuring,
                                                                   Prior       to
    it is vulnerable to lawsuits from creditors and others         restructuring
    wanting to cash in on its distress. The organization should
    make sure that its top leaders are protected by a Directors    directors
    and Officers policy.
                                                                   should     be
    Real estate planning should be encouraged to help protect
    personal assets against personal lawsuits. By knowing that
                                                                   personally
    everyone is “safe”, the organization can focus and devote      protected
    all efforts against restructuring.

   Oversee all cash collections and payments.
    The CEO must take complete control of cash (how,
    depends on the size and existing structure of the
    organization). If cash is controlled it cannot be overspent.


                                               15
The Restructuring Chart

                 Due
 Diagnostic
              Diligence



    SWOT
   Analysis




   Planning




  Implement
    ation

                          16
Restructuring Hexagon




                          Information gap




Operating improvement
Incentives management
with VBM




                                                 Financial engineering: leverage,
                                                 dual class stock, carve outs,
                                                 tracking stock, employee
                                                 ownership, debt restructuring
             Divestiture activity,
             spin offs


                                            17
Forms of Corporate Restructuring

   Expansion                    Corporate Control
       Mergers and                      Takeover defenses
        Acquisitions                     Share repurchases
       Tender Offers                    Exchange offers
       Asset Acquisition                Proxy contests
       Joint Ventures

   Contraction               Change    in Ownership
       Spin offs                Structures
       Split offs                       Leveraged buyout
       Divestitures                     Junk Bonds
       Equity carve-outs                Going Private
       Assets sale                      ESOPs


                                 18
Restructuring Checklist




                          19
CRAS
Corporate Restructuring Advisory Services

                                  Advising directors &
                                   other stakeholders
                                    on risk analysis,            Negotiation &
                                  restructuring options        implementation of
      “Loan-2- Own” advice &
           restructuring                                    standstill arrangements
                                                              & covenants resets

                                                                                  Structuring &
                                                                                  documenting
                                                                            Job description provided
  Debt restructuring &                                                         restructuring plans
                                                                            to RPF. RPF shares the
 distressed debt trading                                                    including debt for equity
                                                                                 same with RP
                                         RiskPro                                     swaps
                                       Corporate                                       RPF looks for talent
              Insolvency                                                                Security package
                                                                                        explores – target
            investigations,
                                      Restructuring                                   improvements & other
                                                                                       companies, portals,
        litigations & dispute           Advisory                                         enhancements
                                                                                     connections, database,
              resolutions               includes                                    franchise advertisement

                Advising equity investors                                         Tailored analysis &
                                                                               RPF short lists talent by
                  & acquisition parties
                     RPF sends the                                             solutions in the complex
                                                                               going through resumes,
                 investing in distressed
                   candidates to Client       Advising office-holders                    arena
                                                                                      interactions
                companies & businesses        on all filters short formal
                                               RPF aspects of listed
                                             insolvency including pre-
                                                candidates to match
                                             exact client requirements
                                                packaged business
                                                          deals



                                                           20
Our Approach Model- Corporate Restructuring




                              21
Our Commitment
Value
         One stop boutique where assignments carried out at a fraction of the cost of
          clients staff
         Reduce client staff management time and overhead costs, and increase
          clients profitability
         Enable clients staff to concentrate on more interesting and value-added work
Service
         Robust management and procedures to ensure delivery on time and on
          budget
         Dedicated one-to-one communication with client, to ensure every project is
          right first time
         Full service delivery is achieved by synergies of subject matter expertise of
          our Restructuring Consultants
Quality
         We provide the Corporate Restructuring Service befitting the target company
          based on its extensive evaluation experience & business know-how
          accumulated through corporate financing operations




                                              22
Our Core Strengths

 Dedicated team of professionals with strong exposure and knowledge of
  restructuring & insolvency complemented by experts from other fields of across
  various industry sectors.

 Proactive and structured approach

 Well defined processes

 Well defined Project methodology tailored to suit the needs of clients for service
  delivery

 Talented team with experience of working with some of the largest companies in
  India

 Experience & proven capabilities to handle Diversified Multi-national Clients i.e. BFS,
  Information Technology, Energy, Manufacturing, Consultancy, Oil & Gas Sector,
  Retail Trading, Hospitality, Restaurant and related sectors.

 Competitive advantage of costing by virtue of expertise and experienced resources.




                                              23
Riskpro Clients                                                                                           Our Clients




 *Any trademarks or logos used throughout this presentation are the property of their respective owners
                                                                     24
Team Experiences                                                                                         Our Experiences




                           Our team members have worked at world class Companies

*Any trademarks or logos used throughout this presentation are the property of their respective owners
                                                                      25
RESUMES – Our Team                                                                     Credentials

                 Co-Founder - Riskpro
                 CA, CPA, MBA-Finance (USA), FRM (GARP)
 Manoj Jain


                 Over 10 years international experience – 6 years in Bahrain and 4 years USA
                 15 years exp in risk management consulting and internal audits, Specialization in
                  Operational Risk, Basel II, Sox and Control design
                 Worked for Ernst & Young (Bahrain), Arab Investment Company (Bahrain),
                  Navigant Consulting(USA), Kotak Mahindra Bank (India) and Credit Suisse(India)
                 Sox Compliance project for Fannie Mae, USA ( $900+ Billion Mortgage Company)


                 Co- Founder - Riskpro
                 CA (India), MBA (Netherlands), CIA (USA)
 Rahul Bhan




                 Over 15 years of extensive internal and external audit experience in India and
                  abroad.
                 Worked with KPMG United Arab Emirates, PKF South Africa, Ernst and Young
                  Kuwait, Deloitte Netherlands and KPMG India.
                 Worked with clients in a wide variety of industries and countries including trading,
                  retail and consumer goods, NGO, manufacturing and banking and finance. Major
                  clients include banks, investment companies, manufacturing organizations,
                  aviation etc.


                                                      26
RESUMES - Our Team                                                                                Credentials


                     Co-Founder - Riskpro
 Casper Abraham

                     PGD (Electrical & Electronics & Computer Programming)
                     30 years of experience in Information & Communications Technology (ICT) Solutions
                      for Retail, Garments, Manufacturing, Services Industries.
                     Has created Companies, Divisions, Products, Brands, Teams & Markets.
                     Consulting in Business, Technology, Marketing & Sales & Strategic Planning.
                     Advisory, Training, Workshops & Implementation in Systems Thinking, Systems
                      Modeling & Balanced Scorecard
                     Worked with TIFR, Mahindra, Ambience, Communico-Graphique & Ionidea Inc, USA,

                     Sr Vice President – Risk Management
                      MBA, PDFM,NSE-NCFM, PMP, CSSGB,ISO 9001:2000 I.A,GARP-FBR, ITILV3,CPP-BPM
 Hemant Seigell




                  

                     Professional with 17 years of rich experience into diverse Consumer finance/ Lending
                      operations ,Risk Management,BPMS, Consumer Banking, NBFC, Management Consulting &
                      Housing finance in BFSI industry having successfully led key business strategic
                      engagements across multi-product environment in APAC, Australia and US regions.
                     Worked with GE, ABN AMRO Bank, Citigroup, Accenture, Deutsche Postbank
                     Highly skilled and expert Trainer in Risk areas across Credit, Fraud, Operational, Corporate
                      Risk management.
                     Specializes in Fraud Control, AML/KYC Compliance ,QA ,ERM and Regulatory governance.



                                                             27
RESUMES - Our team                                                                              Credentials


                    Head - Insurance Risk Advisory services
                    B.sc, Associate of Indian Institute of Insurance
                     Licensed Category A Insurance surveyor
 R. Gupta


                 

                    26 years of experience in Insurance advisory services, Loss adjusting for large
                     corporates,Claims management.
                    Has assessed more than 4500 high value insurance claims across various industry
                     sectors.
                    Risk management inspection
                    Valuations of fixed assets for insurance purpose.


                    Head - Human Capital Management
 Nilesh Bhatia




                    Chartered Accountant, Lead Assessor ISO 9000, Six Sigma Trained, Trained on Situational
                     Leadership, Trained on interviewing skills and Whole Message Model.
                    Over two decades of international, multi-cultural experience in finance and human resources
                     viz. internal audit, accounting operations, accounting process review & re-designing, risk
                     management, business solutioning, six sigma projects, talent acquisition, talent retention,
                     organization design/redesigning, compensation and appraisal processing, employee and
                     customer satisfaction surveys, knowledge management and finance services.
                    Worked with Citicorp/MGF, India Glycol, Delphi, American Express India, American Express
                     USA, Fidelity International and Macquarie Global Finance Services India.



                                                            28
RESUMES - Our team                                                                              Credentials

                       Head – Taxation Risk Advisory
 Rajesh Jhalani

                       B.Com, FCA
                       Senior Partner with 48 year old Delhi based Chartered Accountant firm, Mehrotra
                        and Mehrotra
                       Over 19 years of experience in the field of Audit, Taxation, Company law matters.
                       Major clients served are NTPC, BHEL, Bank of India, PNB, Airport Authority of
                        India etc.

                    President – Banking & Financial Services
                       A senior researcher in Applied Mathematics leading to Ph.D after MSc (Mathematics),
 Sivaramakrishnan




                        CWA, CAIIB
                       Combined experience of 25+ years in corporate banking, risk management,
                        international trade finance, development of risk rating models, project finance, credit
                        monitoring and NPA management
                       Since 2006 conducting open / in-house training on the above domains to all Top
                        public/ new and old private sector banks, top MNC banks (India and abroad), leading
                        NBFCs and corporates in manufacturing and financial services space; Worked on IFC
                        (World Bank) funded projects for MSMEs in India and abroad
                       Worked for Bank of Baroda and ICICI Bank – bestowed Top Performer Award
                        continuously two years during his tenure; widely travelled abroad for business
                        relations, seminars, offering training, investor meetings, NYSE listing and for
                        processes involving establishment of representative Office in USA


                                                             29
RESUMES - Our team                                                                          Credentials

                  Executive Vice President – Risk Management ( Banking & Financial Services)
                     A hands-on banking professional {BSc (Mathematics), CAIIB} with considerable
                      domestic and international experience
 Kashi Banerjee



                     An aggregate experience of 24+ years across industry, mainly BFSI in several
                      functional areas including Retail and Commercial Banking, Corporate Lending, team
                      member of the Business Process Re-Engineering project (BPR); conceptualizing and
                      setting up shared services centres for centralized operations for the Bank in India.
                     Management through ERM framework overseeing all key areas of the business
                      through various Operational Risk tools like KRI / RCSA matrices. Managing of major
                      project implementation of Basel II and Compliance risk framework
                     Directing, reviewing and advising Board of Directors on various compliance issues and
                      representing the bank to the Central Bank regulatory offices.
                     Worked for ANZ Grindlays Bank, Standard Chartered, Bahraini Saudi Bank and Dubai
                      Holdings ( subsidiary)
                  Consultant – Information Security & IT Governance
 Anjay Agarwal




                   LLB, CA, CISA, CWA, CS, CFE and others

                   Over 15 years of experience in the field of Audit, Taxation, Investigations.

                   Specializing in the field of Systems Audit, Cybrex Audit, Computer Crime
                     Investigations, IS Forensics
                   International Committee Member of Governmental and Regulatory Agencies
                     Board and Academic Relations Committee of ISACA, USA


                                                          30
RESUMES - Our team                                                                                      Credentials

                        Vice President – Riskpro India
 Phanindra Prakash

                        FCA [India], ACMA [India], CFE [USA], CertIFRS [UK]
                        Over 16 years of extensive consulting experience which includes financial & systems audit,
                         process transformation, implementation of internal controls, SOX compliance, fraud audits
                         & due diligence, US-India taxation
                        Engaged in consulting roles as trusted advisor to finance, internal audit and information
                         technology executives of multiple Fortune 1000 companies with project sites in US,
                         Canada, Europe & Asia
                        Worked with E&Y and Deloitte Consulting in USA
                        Some of the major clients served internationally are GE Capital, UBS, McKesson, Eaton,
                         Imation, Albertsons,


                        EVP and Head – Telecom Risk Advisory
                        M.Tech, IIT Kharagpur, India; IES; Doctoral study, research and teaching in Linkpoing
                         University/Sweden; Lead Auditor (BVQI).
 Asok Sit




                        Over 30 years on International experience in networks and mobile Handsets from top
                         global companies /institutes like ISRO, Ericsson, Nokia, Nokia Siemens Networks and
                         based mostly in its head quarter locations in India, EU, USA.
                        Expertise: Setting up capability, behaviour, culture in turning Risk, Quality, Innovation for
                         competitive advantage, customer delight and sustainability; key skill sets are Engagement,
                         Handholding, Coaching, Mentoring and lot of best practices, benchmarking/standards like
                         CMMI, TL9000, Six Sigma, ISO, SAS 70 etc.



                                                                  31
RESUMES - Our team                                                                                   Credentials

                        Executive Vice President – Risk Management ( Banking & Financial Services)
 Vijayan Govindarajan

                           Professional Risk Manager with considerable domestic and international experience
                           An aggregate experience of 30 + years across industry, mainly Banking in several
                            functional areas including Wholesale Credit Risk, Operational Risk, Trade Finance ,
                            Retail Banking and Islamic Financial Services.
                           Track record of setting up of excellence in the set-up, and management of credit and
                            operational risk, compliance and credit administration functions in retail, commercial ,
                            Islamic Banking and offshore banking entities in the Middle East.
                           Key strength includes Corporate Credits, Risk Management in IT, implementation of
                            Risk Management module in core banking Bank’s Policies, procedures, Country Risk.
                            Played an active role in 3 core banking software implementations
                           Worked for a Private Sector Bank in India, ABN AMRO Bank, Bahrain, Bank Muscat
                            Bahrain and BMI Bank Bahrain as AGM Risk Management.




                                                                  32
RESUMES - Partnerships
                      Specialist Risk Consultant – Business Continuity
 Andrew Hiles

                      Founder and 15-year Chairman of Survive, the first international user group for Business
                       Continuity professionals
                      Founding director and first Fellow of the Business Continuity Institute
                      Over 25 years international consulting expertise in Risk, Crisis, Emergency, Incident, and
                       Business Continuity and ICT Disaster Recovery Management
                      Multi-sector experience including Banking, Insurance, Finance, Oil, Gas, Energy,
                       Manufacturing, Retail, Hi-Tech & Telecom
                      Western Press Award for services to business, 1994; BCI/CIR nomination for
                       lifetime achievement in BC, 1999, London; inducted into BC Hall of Fame by CPM magazine,
                       2004, Washington DC.

                      Specialist Risk Consultant – Enterprise Risk Management
 Chris E. Mandel




                      Highly skilled risk and insurance professional with 25 years of experience designing, developing and
                       implementing large, global corporate risk management programs for Fortune 500 firms.
                      Principal Consultant and Founder - Excellence in Risk Management, LLC. (Texas, USA) Co-founder and
                       EVP, Professional Services, rPM3 Solutions, LLC (Maryland, USA).
                      Past experiences include Head of Global Risk Management for USAA, PepsiCo/ Tricon Global and American
                       National Red Cross
                      Additional risk and insurance experience at Verizon Corp,. Marsh USA and Liberty Mutual Insurance Co.
                      2004 Risk Manager of the Year – 2007 recipient of the Alexander Hamilton Award for “Excellence in ERM”
                       (at USAA) – former President, Risk and Insurance Management Society, Inc.




                                                                  33
RESUMES - Advisors                                                                                 Credentials

                      Founder partner of Mehrotra and Mehrotra, a 48 year old CA firm in India
 Mr. MP Mehrorta

                      B.Com, FCA, LLB
                      Over 48 years of experience in audits, taxation, legal matters, loan syndication etc.
                      Trustee of Cochin Port Trust, Member of Task Force for MOUs, Ministry of Heavy
                       Industries & Public Enterprises, Govt. of India, Ex- Member of Central Board of
                       Trustees, Employees’ Provident Fund Organisation (EPFO), Ministry of Labour,
                       Govt. of India, New Delhi.
                      Ex - Director, Canara Bank


                      Practicing chartered accountant in Delhi
                      CA, ICWA
 Mr. PK Gupta




                      Over 35 years of professional experience.
                      Trustee, Kargil Shaheed Smarak Samiti
                      Hon. Treasurer, World Academy of Spiritual Sciences (WASS).
                      Panel Arbitrator, International Centre for Alternative Dispute Resolution
                      Arbitrator, Cement Corporation of India
                      Arbitrator, Bombay Stock Exchange Limited
                      Arbitrator, Central Depository Services (India) Limited
                      Arbitrator’s Panel of Indian Council of Arbitration




                                                                       34
RESUMES - Advisors                                                                                  Credentials

                             Practicing Corporate Attorney in India
 Mr. Aashish Srivastava

                             B.B.A. LL.B. (Hons.)
                             About half a decade experience in legal services to client’s with respect to Contract
                              and Commercial Laws, Joint Ventures, Inbound & Outbound Investments, Private
                              Equity Investment Transactions, Real Estate & Infrastructure, Energy and General
                              Corporate.
                             Have advised various social enterprises and start ups in setting up business in
                              India.
                             Worked for the leading law firms of India.




                                                                  35
Key Contacts
 Corporate                           Mumbai                      Delhi                       Bangalore
    Riskpro India                    Manoj Jain                  Rahul Bhan                  Casper Abraham
 Ventures (P) Limited                Director                    Director                    Director
                                     M- 98337 67114              M- 99680 05042              M- 98450 61870
                                     manoj.jain@riskpro.in       rahul.bhan@riskpro.in       casper.abraham@riskpro.in
     info@riskpro.in
     www.riskpro.in                  Sivaramakrishnan            Hemant Seigell              Vijayan Govindarajan
                                     President – Banking & FS    SVP – Risk Management       EVP – Risk Management
 C 561, Defence colony               M- 98690 19311              M- 99536 97905              M- 99166 63652
   New Delhi 110024                  smaran.iyer@riskpro.in      hemant.seigell@riskpro.in   vijayan.govindarajan@riskpro.in

 Ahmedabad                           Pune                        Kolkata                     Gurgaon
 Maulik Manakiwala                   M.L. Jain                   Kashi Banerjee              Nilesh Bhatia
 Associate Firm                      Principal – Strategy Risk   EVP – Risk Management       Head – Human Capital Mgt.
 M – 98256 40046                     M- 98220 11987              M- 98304 75375              M- 98182 93434
                                     mljain@riskpro.in           kashi.banerjee@riskpro.in   nilesh.bhatia@riskpro.in
 Gourav Ladha
 Sap Risk Advisory
 M- 97129 52955

 Salem                               Ghaziabad                   Agra                        Hyderabad

 Chandrasekeran                      R Gupta                     Alok Kumar Agarwal          Phanindra Prakash
 Recruitment franchisee              Head – Insurance Risk       Associate Firm              Member Firm
 M – 94435 99132                     M- 98101 07387              M- 99971 65253              M- 95500 61616



Copyright- © 2012 Riskpro ,India .All rights reserved.              36
Key Contacts (Continued)
 Corporate                           Bangalore                       Gurgaon
    Riskpro India                    Ravikiran Bhandari              Asok Sit
 Ventures (P) Limited
                                     VP – IT Risk Advisory           EVP, Head – Telecom Risk Advisory
                                     M- 99001 69562                  M- 98105 03463
     info@riskpro.in                 ravikiran.bhandari@riskpro.in
     www.riskpro.in                                                  asok.sit@riskpro.in

 C 561, Defence colony
   New Delhi 110024




Copyright- © 2012 Riskpro ,India .All rights reserved.                  37

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Risk pro corporate restructuring 2013

  • 1. CORPORATE RESTRUCTURING ADVISORY PROPOSAL Riskpro India Ventures (P) Limited New Delhi, Mumbai, Bangalore 1
  • 3. Who is Risk Pro… Why us? ABOUT US MISSION  Riskpro is an organisation of member firms around India devoted to client service  Provide integrated risk management excellence. Member firms offer wide range consulting services to mid-large sized of services in the field of risk management. corporate /financial institutions in India  Currently it has offices in three major cities  Be the preferred service provider for Mumbai, Delhi and Bangalore and alliances complete Governance, Risk and Compliance in other cities. (GRC) solutions.  Managed by experienced professionals with experiences spanning various industries. VALUE PROPOSITION DIFFERENTIATORS  You get quality advisory, normally delivered by large consulting firms, at fee levels  Risk Management is our main focus charged by independent & small firms  Over 200 years of cumulative experience  High quality deliverables  Hybrid Delivery model  Multi-skilled & multi-disciplined organisation.  Ability to take on large and complex projects  Timely completion of any task due to delivery capabilities  Affordable alternative to large firms  We Hold hands, not shake hands. 3
  • 4. Risk Pro’s Network Presence New Delhi Agra Ahmedabad Kolkata Mumbai Pune Hyderabad Bangalore Salem 4
  • 5. Risk Pro Highlights Large talent pool of risk experts, consultants and associate partners in India with deep domain skills for domestic and global clients 11 service locations across Indian region with key offices in New Delhi, Mumbai and Bangalore Deep expertise in consulting with over 200 years of cumulative consulting experience Operating Groups: Risk-Advisory, Consulting, Training & Human Capital Management Solutions Service Lines : Credit, Operational, Fraud Risks, ERM, Regulatory Compliance, Outsourcing Management, Corporate governance We are fastest growing risk consulting company and have realistic plans to capture coming opportunities while competing with Big - 4’s for superior, unmatched, low cost services to our clients 5
  • 6. Risk Management Advisory Services Basel II/III Advisory Corporate Risks IT Risk Advisory  Market Risk  Enterprise Risk Assessment  IS Audit  Credit Risk  Fraud Risk  Information Security  Operational Risk  Risk based Internal Audit  IT Assurance   Operations Risk  IT Governance SERVICES ICAAP  Forensic services Legal Risks  Procedural Risk Operational Risk Governance  Registration & Licensing Risk  Process reviews  Corporate Governance  Taxation Risk  Policy/ Process Review  Business Strategic risk  Contractual Risk  Process Improvement  Fraud Risk  Compliance Risk  Compliance Risk  Forensic Accounting  IPR Infringement Risk  Insurance Risk  Litigation Risk Training Human Capital Solutions  Banking – E Learning  Corporate Training  Talent Acquisition  Regular Risk Management Training  HR Consulting  Online Training material  KRA Management  Workshops / Events  Risk Managers on call – free  ISO standards- 31000 6
  • 7. Corporate Restructuring Advisory – Concept 2 Completion 7
  • 8. Restructuring…. Restructuring is the process through which an The basic nature of organization radically changes the contractual restructuring relationships that exist among its creditors, is a “zero-sum game”, shareholders, employees, and other stakeholders. a “marginal utility” It is the corporate management term for the act of reorganizing the legal, ownership, operational, financial or other structures of an organization for the purpose of making it more profitable and efficient. Strategies of restructuring include portfolio restructuring, organizational structuring and financial restructuring. Restructuring is an on-going process. It is a value tool for an organization to use in an attempt to maintain their goals and objectives. The choice of which strategy to use will depend on the area the organization has to improve, i.e. profitability, performance, or operation. The basic nature of restructuring is a zero-sum “game”. It reduces financial losses, while reducing tensions between debt and equity holders to facilitate a prompt resolution of a distressed situation or a situation that requires change. 8
  • 9. Reasons for Restructuring The three primary reasons for restructuring: 1. To address poor financial performance. Declining or stagnating sales, accounting losses, or a falling stock price are usually the warnings. In extreme cases such poor performance may cause the company to default on its debt, resulting in bankruptcy. 2. To support a new corporate strategy, or to take advantage of a business opportunity. In an equity spin-off, for example, a diversified firm's businesses are split apart into independent entities, each with its own common stock. Spin-offs can make sense when a high-growth business is being held back by a bureaucratic corporate parent, or when it no longer makes sense for a company to be vertically integrated. In this case, a sign that restructuring may be necessary when the stock market is valuing the entire company for less than what its separate businesses would be valued for if they were separate, independently-traded companies. Restructuring is required to correct a large error in how the company is valued in the capital market. 3. To correct a large error in how the company is valued in the capital market. In large diversified companies that operate in many different businesses even if the businesses may be well-run, investors may place too low a value on the overall portfolio. Restructuring tools like tracking stock, stock buybacks, or leverage buyouts, can be used to reduce this kind of value gap. 9
  • 10. Symptoms for Restructuring Symptoms indicating the need for corporate restructuring include:  The market(s) perception about the organization is deteriorating. Lack of  The company has difficulties in paying or is unable to pay off its debts. new skills,  Sales are declining.  Stock price is falling. overstaffing,  New skills and capabilities are required to meet operational understaffing, requirements.  Accountability for results are not clearly communicated and signal the need measurable resulting in subjective and biased performance appraisals. for  Parts of the organization are significantly over or under staffed.  Organizational communications are inconsistent, fragmented, and restructuring inefficient.  Technology and innovation are creating changes in workflow and production processes.  Significant staffing increases or decreases are contemplated.  Personnel retention and turnover is a significant problem.  Workforce productivity is stagnant or deteriorating.  Morale is deteriorating. 10
  • 11. Obstacles to Restructuring Common obstacles to restructuring include:  Denial of acknowledging problems: Organizations have tended to restructure only reactively in response to pressure and when action has become unavoidable.  Saving jobs: Observed mostly in governmental organizations The key is characterized by lifetime employment and seniority-based promotion employment security, saving jobs even at the expense of to shareholder interests continues to sway executive decision-making.  Internal politics and long-held tradition: Restructuring efforts can recognize fail because the initiatives are not followed group-wide and are changed shortly after announcement, when politics and tradition the problem stand in the way.  Executives' disregard for shareholder value: Organizations divest as early as their businesses, those businesses are often incurring heavy losses as a result of several years of poor performance; executives can be possible reluctant to divest underperforming businesses, even when they know that the divestiture will maximize the value for shareholders.  Arrogance: Executive management believes that it knows how to solve the problems without outside help often ignoring changing market dynamics. 11
  • 12. Successful Restructuring Key factors for successful restructuring include:  Setting specific short- and long-term objectives to be achieved through restructuring; It is key to  Planning growth scenarios after restructuring in advance;  Defining core businesses and focusing on them; share the  Developing a restructuring plan toward superior restructuring shareholder value;  Demonstrating leaders' commitments to restructuring; plan across  Sharing a restructuring plan across the group organizations; the group  Setting objective criteria to identify candidates for organizations restructuring;  Assessing restructuring alternatives and selecting the best option;  Finding the right partners to complete the transactions;  Executing restructuring in a swift and intensive manner;  Monitoring the progress of a restructuring plan on a regular basis;  Involving external advisors in the restructuring process. 12
  • 13. Preemptive Restructuring Organizations could benefit by restructuring before they are hit with a crisis; a preemptive restructuring may often be appropriate. If an organization waits too long to address Preemptive problems with its business, the resulting restructuring may be very painful as the options remaining will definitely be fewer. restructuring A preemptive restructuring may deter executives from taking can act as a the full measures that are necessary to return the business to deterrent to a sound footing whereas a resulting restructuring may severely disrupt the business. If, for example, it is necessary painful to layoff 20% of your workforce to achieve the same cost efficiency as your competitors, better to do this over several surprises years than all at once. The key is to recognize the problem as down the early as possible. road Organizations must perform a "restructuring audit" on their businesses periodically, looking for opportunities to create value by voluntarily restructuring, before circumstances leave them with no choice. 13
  • 14. Preemptive Restructuring Preemptive or not restructuring initiatives fail when issues are overlooked or approaches undertaken are unrealistic. Key points the Board of Directors (BOD) should consider before restructuring: Adding value Balancing short- and long-term risks  What is the organization’s core business  How is the employment brand managed? (Units, products, services and customers that  Could proposed measures damage the future bring cash into the business)? business strategy?  How should the redesigned organization look  What steps should be taken so that key like? talent is retained?  Is the organization efficiently functioning and  How is the development of staff continued does it obtain true value for money? whilst restructuring?  What is the market impression about the Engaging effectively with staff organization?  Is the approach to restructuring consistent with the organization’s declared values?  Are effective communication plans in place?  Is management engaging with staff in an appropriate manner?  How does staff feel about being part of the organization? 14
  • 15. Prior to Restructuring Prior to restructuring:  Make sure that that the organization’s owners, leadership team and directors are personally protected. When the organization is in trouble or under restructuring, Prior to it is vulnerable to lawsuits from creditors and others restructuring wanting to cash in on its distress. The organization should make sure that its top leaders are protected by a Directors directors and Officers policy. should be Real estate planning should be encouraged to help protect personal assets against personal lawsuits. By knowing that personally everyone is “safe”, the organization can focus and devote protected all efforts against restructuring.  Oversee all cash collections and payments. The CEO must take complete control of cash (how, depends on the size and existing structure of the organization). If cash is controlled it cannot be overspent. 15
  • 16. The Restructuring Chart Due Diagnostic Diligence SWOT Analysis Planning Implement ation 16
  • 17. Restructuring Hexagon Information gap Operating improvement Incentives management with VBM Financial engineering: leverage, dual class stock, carve outs, tracking stock, employee ownership, debt restructuring Divestiture activity, spin offs 17
  • 18. Forms of Corporate Restructuring  Expansion  Corporate Control  Mergers and  Takeover defenses Acquisitions  Share repurchases  Tender Offers  Exchange offers  Asset Acquisition  Proxy contests  Joint Ventures  Contraction  Change in Ownership  Spin offs Structures  Split offs  Leveraged buyout  Divestitures  Junk Bonds  Equity carve-outs  Going Private  Assets sale  ESOPs 18
  • 20. CRAS Corporate Restructuring Advisory Services Advising directors & other stakeholders on risk analysis, Negotiation & restructuring options implementation of “Loan-2- Own” advice & restructuring standstill arrangements & covenants resets Structuring & documenting Job description provided Debt restructuring & restructuring plans to RPF. RPF shares the distressed debt trading including debt for equity same with RP RiskPro swaps Corporate RPF looks for talent Insolvency Security package explores – target investigations, Restructuring improvements & other companies, portals, litigations & dispute Advisory enhancements connections, database, resolutions includes franchise advertisement Advising equity investors Tailored analysis & RPF short lists talent by & acquisition parties RPF sends the solutions in the complex going through resumes, investing in distressed candidates to Client Advising office-holders arena interactions companies & businesses on all filters short formal RPF aspects of listed insolvency including pre- candidates to match exact client requirements packaged business deals 20
  • 21. Our Approach Model- Corporate Restructuring 21
  • 22. Our Commitment Value  One stop boutique where assignments carried out at a fraction of the cost of clients staff  Reduce client staff management time and overhead costs, and increase clients profitability  Enable clients staff to concentrate on more interesting and value-added work Service  Robust management and procedures to ensure delivery on time and on budget  Dedicated one-to-one communication with client, to ensure every project is right first time  Full service delivery is achieved by synergies of subject matter expertise of our Restructuring Consultants Quality  We provide the Corporate Restructuring Service befitting the target company based on its extensive evaluation experience & business know-how accumulated through corporate financing operations 22
  • 23. Our Core Strengths  Dedicated team of professionals with strong exposure and knowledge of restructuring & insolvency complemented by experts from other fields of across various industry sectors.  Proactive and structured approach  Well defined processes  Well defined Project methodology tailored to suit the needs of clients for service delivery  Talented team with experience of working with some of the largest companies in India  Experience & proven capabilities to handle Diversified Multi-national Clients i.e. BFS, Information Technology, Energy, Manufacturing, Consultancy, Oil & Gas Sector, Retail Trading, Hospitality, Restaurant and related sectors.  Competitive advantage of costing by virtue of expertise and experienced resources. 23
  • 24. Riskpro Clients Our Clients *Any trademarks or logos used throughout this presentation are the property of their respective owners 24
  • 25. Team Experiences Our Experiences Our team members have worked at world class Companies *Any trademarks or logos used throughout this presentation are the property of their respective owners 25
  • 26. RESUMES – Our Team Credentials  Co-Founder - Riskpro  CA, CPA, MBA-Finance (USA), FRM (GARP) Manoj Jain  Over 10 years international experience – 6 years in Bahrain and 4 years USA  15 years exp in risk management consulting and internal audits, Specialization in Operational Risk, Basel II, Sox and Control design  Worked for Ernst & Young (Bahrain), Arab Investment Company (Bahrain), Navigant Consulting(USA), Kotak Mahindra Bank (India) and Credit Suisse(India)  Sox Compliance project for Fannie Mae, USA ( $900+ Billion Mortgage Company)  Co- Founder - Riskpro  CA (India), MBA (Netherlands), CIA (USA) Rahul Bhan  Over 15 years of extensive internal and external audit experience in India and abroad.  Worked with KPMG United Arab Emirates, PKF South Africa, Ernst and Young Kuwait, Deloitte Netherlands and KPMG India.  Worked with clients in a wide variety of industries and countries including trading, retail and consumer goods, NGO, manufacturing and banking and finance. Major clients include banks, investment companies, manufacturing organizations, aviation etc. 26
  • 27. RESUMES - Our Team Credentials  Co-Founder - Riskpro Casper Abraham  PGD (Electrical & Electronics & Computer Programming)  30 years of experience in Information & Communications Technology (ICT) Solutions for Retail, Garments, Manufacturing, Services Industries.  Has created Companies, Divisions, Products, Brands, Teams & Markets.  Consulting in Business, Technology, Marketing & Sales & Strategic Planning.  Advisory, Training, Workshops & Implementation in Systems Thinking, Systems Modeling & Balanced Scorecard  Worked with TIFR, Mahindra, Ambience, Communico-Graphique & Ionidea Inc, USA,  Sr Vice President – Risk Management MBA, PDFM,NSE-NCFM, PMP, CSSGB,ISO 9001:2000 I.A,GARP-FBR, ITILV3,CPP-BPM Hemant Seigell   Professional with 17 years of rich experience into diverse Consumer finance/ Lending operations ,Risk Management,BPMS, Consumer Banking, NBFC, Management Consulting & Housing finance in BFSI industry having successfully led key business strategic engagements across multi-product environment in APAC, Australia and US regions.  Worked with GE, ABN AMRO Bank, Citigroup, Accenture, Deutsche Postbank  Highly skilled and expert Trainer in Risk areas across Credit, Fraud, Operational, Corporate Risk management.  Specializes in Fraud Control, AML/KYC Compliance ,QA ,ERM and Regulatory governance. 27
  • 28. RESUMES - Our team Credentials  Head - Insurance Risk Advisory services  B.sc, Associate of Indian Institute of Insurance Licensed Category A Insurance surveyor R. Gupta   26 years of experience in Insurance advisory services, Loss adjusting for large corporates,Claims management.  Has assessed more than 4500 high value insurance claims across various industry sectors.  Risk management inspection  Valuations of fixed assets for insurance purpose.  Head - Human Capital Management Nilesh Bhatia  Chartered Accountant, Lead Assessor ISO 9000, Six Sigma Trained, Trained on Situational Leadership, Trained on interviewing skills and Whole Message Model.  Over two decades of international, multi-cultural experience in finance and human resources viz. internal audit, accounting operations, accounting process review & re-designing, risk management, business solutioning, six sigma projects, talent acquisition, talent retention, organization design/redesigning, compensation and appraisal processing, employee and customer satisfaction surveys, knowledge management and finance services.  Worked with Citicorp/MGF, India Glycol, Delphi, American Express India, American Express USA, Fidelity International and Macquarie Global Finance Services India. 28
  • 29. RESUMES - Our team Credentials  Head – Taxation Risk Advisory Rajesh Jhalani  B.Com, FCA  Senior Partner with 48 year old Delhi based Chartered Accountant firm, Mehrotra and Mehrotra  Over 19 years of experience in the field of Audit, Taxation, Company law matters.  Major clients served are NTPC, BHEL, Bank of India, PNB, Airport Authority of India etc. President – Banking & Financial Services  A senior researcher in Applied Mathematics leading to Ph.D after MSc (Mathematics), Sivaramakrishnan CWA, CAIIB  Combined experience of 25+ years in corporate banking, risk management, international trade finance, development of risk rating models, project finance, credit monitoring and NPA management  Since 2006 conducting open / in-house training on the above domains to all Top public/ new and old private sector banks, top MNC banks (India and abroad), leading NBFCs and corporates in manufacturing and financial services space; Worked on IFC (World Bank) funded projects for MSMEs in India and abroad  Worked for Bank of Baroda and ICICI Bank – bestowed Top Performer Award continuously two years during his tenure; widely travelled abroad for business relations, seminars, offering training, investor meetings, NYSE listing and for processes involving establishment of representative Office in USA 29
  • 30. RESUMES - Our team Credentials Executive Vice President – Risk Management ( Banking & Financial Services)  A hands-on banking professional {BSc (Mathematics), CAIIB} with considerable domestic and international experience Kashi Banerjee  An aggregate experience of 24+ years across industry, mainly BFSI in several functional areas including Retail and Commercial Banking, Corporate Lending, team member of the Business Process Re-Engineering project (BPR); conceptualizing and setting up shared services centres for centralized operations for the Bank in India.  Management through ERM framework overseeing all key areas of the business through various Operational Risk tools like KRI / RCSA matrices. Managing of major project implementation of Basel II and Compliance risk framework  Directing, reviewing and advising Board of Directors on various compliance issues and representing the bank to the Central Bank regulatory offices.  Worked for ANZ Grindlays Bank, Standard Chartered, Bahraini Saudi Bank and Dubai Holdings ( subsidiary) Consultant – Information Security & IT Governance Anjay Agarwal  LLB, CA, CISA, CWA, CS, CFE and others  Over 15 years of experience in the field of Audit, Taxation, Investigations.  Specializing in the field of Systems Audit, Cybrex Audit, Computer Crime Investigations, IS Forensics  International Committee Member of Governmental and Regulatory Agencies Board and Academic Relations Committee of ISACA, USA 30
  • 31. RESUMES - Our team Credentials  Vice President – Riskpro India Phanindra Prakash  FCA [India], ACMA [India], CFE [USA], CertIFRS [UK]  Over 16 years of extensive consulting experience which includes financial & systems audit, process transformation, implementation of internal controls, SOX compliance, fraud audits & due diligence, US-India taxation  Engaged in consulting roles as trusted advisor to finance, internal audit and information technology executives of multiple Fortune 1000 companies with project sites in US, Canada, Europe & Asia  Worked with E&Y and Deloitte Consulting in USA  Some of the major clients served internationally are GE Capital, UBS, McKesson, Eaton, Imation, Albertsons,  EVP and Head – Telecom Risk Advisory  M.Tech, IIT Kharagpur, India; IES; Doctoral study, research and teaching in Linkpoing University/Sweden; Lead Auditor (BVQI). Asok Sit  Over 30 years on International experience in networks and mobile Handsets from top global companies /institutes like ISRO, Ericsson, Nokia, Nokia Siemens Networks and based mostly in its head quarter locations in India, EU, USA.  Expertise: Setting up capability, behaviour, culture in turning Risk, Quality, Innovation for competitive advantage, customer delight and sustainability; key skill sets are Engagement, Handholding, Coaching, Mentoring and lot of best practices, benchmarking/standards like CMMI, TL9000, Six Sigma, ISO, SAS 70 etc. 31
  • 32. RESUMES - Our team Credentials Executive Vice President – Risk Management ( Banking & Financial Services) Vijayan Govindarajan  Professional Risk Manager with considerable domestic and international experience  An aggregate experience of 30 + years across industry, mainly Banking in several functional areas including Wholesale Credit Risk, Operational Risk, Trade Finance , Retail Banking and Islamic Financial Services.  Track record of setting up of excellence in the set-up, and management of credit and operational risk, compliance and credit administration functions in retail, commercial , Islamic Banking and offshore banking entities in the Middle East.  Key strength includes Corporate Credits, Risk Management in IT, implementation of Risk Management module in core banking Bank’s Policies, procedures, Country Risk. Played an active role in 3 core banking software implementations  Worked for a Private Sector Bank in India, ABN AMRO Bank, Bahrain, Bank Muscat Bahrain and BMI Bank Bahrain as AGM Risk Management. 32
  • 33. RESUMES - Partnerships  Specialist Risk Consultant – Business Continuity Andrew Hiles  Founder and 15-year Chairman of Survive, the first international user group for Business Continuity professionals  Founding director and first Fellow of the Business Continuity Institute  Over 25 years international consulting expertise in Risk, Crisis, Emergency, Incident, and Business Continuity and ICT Disaster Recovery Management  Multi-sector experience including Banking, Insurance, Finance, Oil, Gas, Energy, Manufacturing, Retail, Hi-Tech & Telecom  Western Press Award for services to business, 1994; BCI/CIR nomination for lifetime achievement in BC, 1999, London; inducted into BC Hall of Fame by CPM magazine, 2004, Washington DC.  Specialist Risk Consultant – Enterprise Risk Management Chris E. Mandel  Highly skilled risk and insurance professional with 25 years of experience designing, developing and implementing large, global corporate risk management programs for Fortune 500 firms.  Principal Consultant and Founder - Excellence in Risk Management, LLC. (Texas, USA) Co-founder and EVP, Professional Services, rPM3 Solutions, LLC (Maryland, USA).  Past experiences include Head of Global Risk Management for USAA, PepsiCo/ Tricon Global and American National Red Cross  Additional risk and insurance experience at Verizon Corp,. Marsh USA and Liberty Mutual Insurance Co.  2004 Risk Manager of the Year – 2007 recipient of the Alexander Hamilton Award for “Excellence in ERM” (at USAA) – former President, Risk and Insurance Management Society, Inc. 33
  • 34. RESUMES - Advisors Credentials  Founder partner of Mehrotra and Mehrotra, a 48 year old CA firm in India Mr. MP Mehrorta  B.Com, FCA, LLB  Over 48 years of experience in audits, taxation, legal matters, loan syndication etc.  Trustee of Cochin Port Trust, Member of Task Force for MOUs, Ministry of Heavy Industries & Public Enterprises, Govt. of India, Ex- Member of Central Board of Trustees, Employees’ Provident Fund Organisation (EPFO), Ministry of Labour, Govt. of India, New Delhi.  Ex - Director, Canara Bank  Practicing chartered accountant in Delhi  CA, ICWA Mr. PK Gupta  Over 35 years of professional experience.  Trustee, Kargil Shaheed Smarak Samiti  Hon. Treasurer, World Academy of Spiritual Sciences (WASS).  Panel Arbitrator, International Centre for Alternative Dispute Resolution  Arbitrator, Cement Corporation of India  Arbitrator, Bombay Stock Exchange Limited  Arbitrator, Central Depository Services (India) Limited  Arbitrator’s Panel of Indian Council of Arbitration 34
  • 35. RESUMES - Advisors Credentials  Practicing Corporate Attorney in India Mr. Aashish Srivastava  B.B.A. LL.B. (Hons.)  About half a decade experience in legal services to client’s with respect to Contract and Commercial Laws, Joint Ventures, Inbound & Outbound Investments, Private Equity Investment Transactions, Real Estate & Infrastructure, Energy and General Corporate.  Have advised various social enterprises and start ups in setting up business in India.  Worked for the leading law firms of India. 35
  • 36. Key Contacts Corporate Mumbai Delhi Bangalore Riskpro India Manoj Jain Rahul Bhan Casper Abraham Ventures (P) Limited Director Director Director M- 98337 67114 M- 99680 05042 M- 98450 61870 manoj.jain@riskpro.in rahul.bhan@riskpro.in casper.abraham@riskpro.in info@riskpro.in www.riskpro.in Sivaramakrishnan Hemant Seigell Vijayan Govindarajan President – Banking & FS SVP – Risk Management EVP – Risk Management C 561, Defence colony M- 98690 19311 M- 99536 97905 M- 99166 63652 New Delhi 110024 smaran.iyer@riskpro.in hemant.seigell@riskpro.in vijayan.govindarajan@riskpro.in Ahmedabad Pune Kolkata Gurgaon Maulik Manakiwala M.L. Jain Kashi Banerjee Nilesh Bhatia Associate Firm Principal – Strategy Risk EVP – Risk Management Head – Human Capital Mgt. M – 98256 40046 M- 98220 11987 M- 98304 75375 M- 98182 93434 mljain@riskpro.in kashi.banerjee@riskpro.in nilesh.bhatia@riskpro.in Gourav Ladha Sap Risk Advisory M- 97129 52955 Salem Ghaziabad Agra Hyderabad Chandrasekeran R Gupta Alok Kumar Agarwal Phanindra Prakash Recruitment franchisee Head – Insurance Risk Associate Firm Member Firm M – 94435 99132 M- 98101 07387 M- 99971 65253 M- 95500 61616 Copyright- © 2012 Riskpro ,India .All rights reserved. 36
  • 37. Key Contacts (Continued) Corporate Bangalore Gurgaon Riskpro India Ravikiran Bhandari Asok Sit Ventures (P) Limited VP – IT Risk Advisory EVP, Head – Telecom Risk Advisory M- 99001 69562 M- 98105 03463 info@riskpro.in ravikiran.bhandari@riskpro.in www.riskpro.in asok.sit@riskpro.in C 561, Defence colony New Delhi 110024 Copyright- © 2012 Riskpro ,India .All rights reserved. 37