Historically we have seen the deficiency of a professional governance business model in SME industry which results in poor performance and outdated work culture, as a result in current times there is an imperative need for SME business houses to have a visionary leader and mentor who is professionally experienced with right depth of business management acumen to spearhead conventionally run family dominated corporations with a new thinking that while steering the company in the right direction. Riskpro feels proud to launch its unique and unmatched service to SME’s across industry with our Independent Director’s for SME’s services in addition to our existing bouquet of Risk advisory, Consulting, Training & Human Capital Services. Our services are offered through our multi location delivery centres in major metros with total presence in 11 Indian cities network.

1. Independent Directors Services for SME’s
Risk Consulting & Management
Riskpro India Ventures (P) Limited
New Delhi, Mumbai, Bangalore
1

2. Who is Riskpro… 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.
2

3. RiskPro 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 & HCMS
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
3

4. 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
Operational Risk Governance Other Risks
 Process reviews  Corporate Governance  Business/Strategic Risk
 Policy/ Process Review  Business Strategic risk  Reputation Risk
 Process Improvement  Fraud Risk  Outsourcing Risk
 Compliance Risk  Forensic Accounting  Contractual Risk
 Insurance Risk
Training Recruitment
 Banking – E Learning
 Corporate Training  Virtual Risk Managers
 Regular Risk Management Training  Full Time Risk Professionals
 Online Training material  Part time Risk Professionals
 Workshops / Events  Risk Managers on call – free
 ISO standards- 31000
4

5. Our Network Presence
New Delhi
Agra
Ahmedabad
Kolkata
Mumbai
Pune
Salem
Bangalore
5

6. Independent Director- Definition & Context
 Independent director shall mean a non-executive director of the
company who does not have any material pecuniary relationships or
transactions with the company, its promoters, its directors, its senior
management or its holding company, its subsidiaries and associates that
may affect independence of the director.
 Is not related to promoters or persons occupying management positions
at the board level or at one level below the board.
 Has not been an executive of the company in the immediately preceding
three financial years.
 Is not a partner or an executive or was not partner or an executive during
the preceding three years.
 Is not a material supplier, service provider or customer or a lessor or
lessee of the company.
 Is not a substantial shareholder of the company i.e. own more than 2
percent of the voting shares.
* As per SEBI guidelines 6

7. Indian SME Industry Prologue
Small and Medium Enterprises (SMEs), particularly in
developing countries, are the backbone of the nation's
economy. They constitute bulk of the industrial base and
also contribute significantly to their exports as well as to
their Gross Domestic Product (GDP). In India, Micro, Small
and Medium Enterprises (MSMEs) contribute 8% of it’s
GDP, 45%of the manufactured output and 40% of
exports. It provides employment to about 70 million people
through 30 million enterprises.
The MSME Sector is the largest generator of employment
in the Indian economy. It forms a major portion of the
industrial activity.
7

8. Indian SME’s Environment
 MSME sector in India is highly heterogeneous in terms of the size of
the enterprises, variety of products and services produced and the
levels of technology employed.
 More than 94% of SMEs are unregistered, with a large number
established in the informal or unorganized sector.
 86% present of total business firms belong to the informal sector, i.e.
Proprietorship and Partnership dominated by family run businesses.
 Lack of professional strategic outlook in managing efficiently run
business model.
 Need for industry professionals involvement for removing historical
redundant corporate business management practices while overseeing
and implementing best practices…
8

9. Need for Independent Director’s – SME’s (Family Run Businesses)
 Corporate governance abuses that have come to light in the recent
past have alarmed both the investors and the regulators about the
manner in which corporate boards function.
 Public scrutiny has grown immensely on how the promoters govern
their businesses.
 Independent directors have largely been passive and at times even
riddled with conflicts of interest.
 Corporate governance in present times makes it paramount upon
family businesses to induct ‘truly’ independent directors on their boards
to allow objective evaluation of the management’s performance and
well-being of the company without any conflict of interest or undue
influence of interested parties.
 Inclusion of experienced professionals as independent directors on the
board has gained importance not only for the stakeholders or minority
shareholders but also for the promoters.
9

10. Current Scenario & Future Outlook – SME Boardroom
• Conventional boardroom with family • Paradigm shift in functioning of a professionally
members/promoters business discussions managed board with independent director’s role
as a coach
• Absence of a true professional guide with right
blend of business ethics and guiding growth • Inculcating objective view point to the board
strategy with experience
• Introducing a fresh & innovative perspective into
• Need for a mentoring coach helping develop business DNA
long-term plans allowing business to function
efficiently & profitably • Balancing element between
shareholders/promoters as objective judges of
• Lack of direction to stakeholders and family run disagreements
promoters on business strategic vision
• Induction of business knowledge while
challenging current thinking
10

11. Typical Board Governance Structure
Shareholders
Board of Directors
Information and Communication
• Achievement of strategic objectives and value creation
• Fulfil responsibilities and duties in law and prescribed functions
Chairman
Key Areas of Responsibility
Board Strategy
Board Operations
Meetings
Corporate Policies & Procedures
Corporate
Secretary Board Governance Instruments
Reporting &
Disclosure Monitoring and Evaluation
Governance Board Committees CEO & Management
System and
Controls Audit Remuneration Other Executive Internal Controls
Committee Committee Committees Committee & Assurance
11

12. Independent Director’s at SME- Understanding Key Elements
• Enrichment • Introducing
SME Future Roadmap
Value Addition
Qualities
of Talent • Knowledgeable Diversity
Pool policy
• Sensitive • Appoints directors
through an independent
• Mentoring and objective process
• Objective
• Establishes appropriate
board committees
• Objectivity in Business • Inquisitive
External Perspective • Sharing information in a
timely fashion with
• Forthright independent directors
• Oversight
• Develops and follows a
• Available code of conduct
• Bridge family branches • Adopts a consultative
• Prepared approach in setting
meeting agendas
• Good Team-workers • Records and shares
minutes of the meeting
12

13. Role of Independent Director’s
 Independent directors have emerged as the cornerstones of the
worldwide corporate governance movement.
 Increased presence in the boardroom has been hailed as an effective
deterrent to fraud and mismanagement, inefficient use of resources,
inequality and unaccountability of decisions.
 Most significant instrument of compliance with corporate governance.
 They contribute to the board by constructively challenging the
development of policy decisions and company strategies.
 They scrutinize the performance of the management and hold them
accountable for their actions. Their independence, on account of lack
of affiliation which is likely to prejudice their decisions, allows them to
fulfill these tasks more efficiently.
13

14. Our Value Proposition-
‘We link Right People as professional decision mentors for your organization’
• Corporate governance
• Qualified Industry professionals
Riskpro management expert advisory &
oversight
• Subject matter experts in
corporate governance • Prepare & publish enterprise
mission statement
• Plethora of industry wise
experience in managing SME’s/ • Large unmatched database of • Enterprise policy statement to
mid sized companies prospective experienced senior manage business growth engine
professionals for recruitment
• Enterprise succession planning
• Systematic assessment of
needs, comparing the • Management structure and
company’s strategic plan with an level of professional qualification
up-to-date profile of the skills relevant to industry
and experience of the current
board. • Stakeholder relations
management
• Understanding of the specific
needs of the board and an • Legal and statutory compliance
insight into the unique nature of
a company — its people, its
products and its strategy
• SME industry interface services
with right resources for the right
Independent corporates
SME’s
Director
14

15. How you Benefit- Independent Director Onboard
Clear articulation of Protect and facilitate
Promoting transparent and
responsibilities among exercise of shareholder’s
efficient market as per laws
various authorities rights
Encourage active co-
operation between Timely and accurate
Equitable treatment of all
corporation, stakeholders, disclosures on material
shareholder’s including
with an opportunity to matters regarding
minority and foreign
obtain effective redress for ownership and governance
violation for their rights
Better governance
Strategic guidance of the Effective monitoring of leading to higher
company management by the board profitability &
revenues
15

16. Riskpro Clients Our Clients
*Any trademarks or logos used throughout this presentation are the property of their respective owners
16

17. 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
17

18. 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.
18

19. 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.
19

20. 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.
20

21. 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
21

22. 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
22

23. 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.
 Specialist Risk Consultant – ERP & IT Compliance
Gourav Ladha
 SAP Certified, MBA (Finance), SAP Security trained (from SAP India), SAP GRC Access Controls trained
(from SAP India)
 Over 7 years of experience working in the area of ERP/IT Risk advisory, primarily focusing on SAP, for
‘Fortune 500’ clients in around 8 countries including US, UK, UAE, Hong Kong, etc
 Specializes in SAP Risk & Controls Advisory, SAP Business Process Controls Audit, SAP Security &
Segregation of Duties Control Audit, ERP Trainings,
 Strong Industry experiences ranging from Beverages, Insurance, Energy, FMCG, Pharmaceutical, Retail,
Telecommunication to IT Services
 Worked for risk advisory teams of reputed organizations like Ernst & Young, EXL Services
23

24. RESUMES - Our team Credentials
 Vice President & Head – IT Risk Advisory
Ravikiran Bhandari
 Over 14+ Years of Experience in Information Security and Risk Management & CISM
certified
 Headed the Global Information Security team of Daimler (Mercedes-Benz) Worldwide at
Bangalore for 9 years, previously worked at organization like Wipro, Bangalore Labs
 Multi-sector experience including Banking, Insurance, Finance, Energy, Manufacturing,
Retail, Hi-Tech & Telecom, and Automobile
 Well known Ethical hacker: Was featured in BusinessWorld Magazine in an article about
leading ethical hackers in India and published several articles in Print and Online Media
 Rich experience in Information Security Audits across Corporations, 3rd Party Suppliers, Joint
Ventures across several countries in the world including US, UK, China, Germany
Vice President – Legal Risk Advisory
Aashish Shrivastav

 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 such as FoxMandal Little.
24

25. 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,
25

26. 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.
26

27. 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
27

28. 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. 28

29. Key Contacts (Continued)
Corporate Bangalore
Riskpro India Ravikiran Bhandari
Ventures (P) Limited VP – IT Risk Advisory
M- 99001 69562
ravikiran.bhandari@riskpro.in
info@riskpro.in
www.riskpro.in
C 561, Defence colony
New Delhi 110024
Copyright- © 2012 Riskpro ,India .All rights reserved. 29