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Sanjeev Singhal BA (Eco) Hons, FCA., ACS.

A-24, Sector 14, NOIDA 201 301, India Tel : Res: +91 (0)120–4310582; Mobile: +91 98111-52005; e-mail: sanjeev.singhal@gmail.com; sanjeev.singhal@sancord.in Date of Birth: November 13, 1961 A Chartered Accountant and a Company Secretary with a Hons Degree in Eco from Loyola College, Chennai having 30+ years of experience spread across various industries that include Financial Services, Management Consultancy, Media, Telecom, Retail and Solar Power. Successfully built and led teams that delivered on the operational and bottomline KRAs. Experienced in a wide spectrum of areas that include:

Risk management w Corporate Governance w Credit Monitoring & Analysis w Due Diligence Studies w Corporate Finance & Loan Syndication - Domestic & International w Project Finance w Corporate Advisory services w Banking Operations w Review and Designing of Internal Controls and Processes and Procedures w Project management w

Marketing w Relationship management w HR Systems w Business Strategy w Administration & General management. Employment Record

Organisation

Period Industry

Self Employed – engaged in consulting services - mentoring two start-ups, co-promoted a health IT start-up and on Board of a few companies

Since Sept 2011 Consulting

Spice Group Since Mar’ 08 till Sept ‘11 Mobile Devices & Retail

Bennett, Coleman & Company Ltd., (Times of India group)

Apr’ 04 till Mar’ 08 Media

PricewaterhouseCoopers Pvt. Ltd. Jul’ 98 till Apr’ 04 Consulting Self – employed - engaged in financial consultancy services.

Sept’ 97 till Jun’ 98 Consulting

Chinatrust Commercial Bank Mar’ 96 till Aug’ 97 Financial Services Standard Chartered Bank Jan’ 86 to Feb’ 96 Financial Services Professional Experience Self Employed – - Director – Urban Dhobi - Director – Vivasvat Retail Pvt Ltd - Director – Iora International India Pvt Ltd.

Sept 2011 onwards

• Undertake Due Diligence of investee companies on behalf of an investor Group – Lead Angels. • Co-promoted a start-up ITES firm, as an investor Director, that was developing a healthcare portal in the EMR &

EHR space. Advised the venture specifically on issues related to: ü Strategy ü Operational Processes, ü Organisational Structures ü Financial Structuring

• Advising SMEs on matters related to financial re-structuring and helping in raising finance. • Providing advisory services to clients on matters related to internal systems and processes and risk

management and their growth strategy • Have been involved in a few M&A transactions. • Advised Solargise group, from UK, on their entry strategy into India. Represented the interests of the UK

investors in the Indian JV for a few months. Solargise Grup is into setting up of Solar power plants in India. • Serving on the Boards of the following companies in advisory capacity and helping them with financial,

corporate governance, audit & compliance matters and setting up of internal processes and risk management systems -

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- Urban Dhobi – A start up venture based out Jaipur, aggregating Laundromats and offering laundry services through a portal

- Vivasvat Retail Pvt Ltd – Master Francisee for the CPR Group in India. The company is rolling out high end stores for repair of mobile phones.

- Iora International (India) Pvt Ltd – Singapore based group involved in structured merchant trading solutions and transactions using their own book.

• Advising Xvidia Technologies, a company that has developed a unique platform for managing and controlling outdoor media screens, on various matters relating to business strategy, finance and accounts, internal processes and systems.

----------- Ë ----------- Spice Group – Retail/Mobile Devices - Mfg, sales & distribution of mobile devices - Mobile VAS services - Chain of 750 retail stores selling multi brand mobile

handsets & accessories Publicly listed with Group turnover of around Rs 3500 Cr

Global President, Management Assurance Services Reporting to Audit Committee and Group Chairman

March 2008 till date

A leadership position for - • Providing strategic business inputs on cost controls, business processes, internal controls, working capital

efficiencies to the various Group CEOs, • Evaluating business strategies and performances to identify key strategic and business risks and evolve

mitigation strategies, • Improve process maturity of the organisation and embed a Risk Management framework into the operations. • Evaluating merger & acquisition proposals • Undertaking Due Diligence of prospective targets • Assisting in post acquisition integration Working with the various management teams to realise working capital efficiencies and cost savings to the extent of almost Rs 20 Crs. Heading a team of 12 Chartered Accountants, Company Secretaries, and Cost Accountant. Some Key Highlights • Established the Management Assurance (MAS) function and the MAS team with processes and capabilities that

could match the professional calibre of any good consulting firm to undertake risk based operational, financial and compliance audits and other assignments

• Systems for monitoring of bulk purchases and monitoring and management of slow moving inventory improved working capital efficiencies by almost 7 to 8 Cr.

• Established standard timelines, approval and monitoring mechanisms to ensure timely opening of retail stores. • Revamped the ISD engagement, management and monitoring process resulting in savings of close to Rs 2 Cr. • Formulated a credit evaluation and monitoring framework for Regional Sales Distributors. • Established a legal compliance and monitoring framework for the Group. • Established a basic ERM framework for the various Group companies. • Was the member of the steering committee implementing SAP and provided support to the SAP implementation

team on Business Blue Print designing, user testing and overall project direction. • Conducted due diligence reviews for 6 companies in India, Malaysia & Singapore • Provided post acquisition support on systems and processes • Designed and documented the Standard Operating Procedures for various functions of three Group companies In addition several process improvement & cost optimisation opportunities were identified and implemented across various functions and Group companies.

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Bennet, Coleman & Company Ltd (Times of India Group) – Media & Broadcasting - Publisher of the largest circulating National English

Newspapers Times of India and Economic Times - Broadcasting Services – FM Radio (Radio Mirchi)

& Television (Times Now & ET Now) - Leading Internet portal - Indiatimes Group turnover of around Rs 4000 Cr

Deputy Director & Group Head, Management Assurance Services Reporting to Audit Committee and Group Chairman

April 2004 till March 2008

A leadership position that was required to • Set up and manage the Enterprise Wide Risk Management Framework for the entire group. • Revamp and manage the Internal Audit function in order that Management Assurance Services is looked upon as

an in-house consulting group with focus on risk based operational, financial and compliance audits and other assignments

• Review the internal controls and processes from a risk management perspective and re-engineer the processes to strengthen the controls and mitigate risks.

Leading a team of 30 professionals across India, I was successful in bringing about change management within the Management Assurance Function in particular and within specific functions in the group at large by introducing best practices, suggesting improvements across various business processes by putting in controls and processes for mitigating risks. I was engaged in a number of special assignments during this period resulting in value addition in terms of improved process efficiencies, cost savings and mitigating risks. I have also led teams to undertake fraud investigations within the company. Some Key Highlights • Developed a framework for newsprint procurement to take advantages of the pricing cycle and to effectively use

the surplus cash with the Group. • Reviewed and revamped the distribution framework for the TV channels Zoom and Times Now. • Discovered and investigated a major fraud relating to Diesel procurement. Estimated loss of around Rs 2.50 Cr.

Post the discovery of the internal controls and processes were revamped. • Two other frauds involving procurement of real estate were investigated resulting in revamped processes and

establishment of a 3 member real estate committee (of which I was a member) for evaluating and recommending any real estate procurement proposals.

• Revamped the Insurance Management function across the Group with a view to rationalising the risks covered, sums insured, premiums, claims processing. Centralised the management of the function and buying of insurance resulting in cost savings of around Rs 3.5 crs besides ensuring transparency and improved efficiency and efficacy.

• ERM framework was set up for Timesjob as a pilot. • Provided support to the SAP implementation team on Business Blue Prints designs to ensure adequacy of

internal controls and user testing. • Developed a Business Intelligence framework for the Commercial function of the group. • Was also a member of the purchase committee for Negotiating the purchase of projects, IT equipment and other

capital equipment

----------- Ë ----------- PricewaterhouseCoopers – Assurance & Consulting

Senior Manager, Financial Risk Management Group

July 1998 to April 2004

Established the Financial Risk Management Group as a separate profit centre for offering Risk Management consulting services to corporates and financial services sector. The task involved conceptualising and developing the product offerings, setting up an appropriate team with the relevant skill sets, devising marketing strategies to market the consulting services, delivering the services to client satisfaction and developing sustained client relationships.

Some of the major assignments executed include

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Ø Reorganizing and restructuring of Lord Krishna Bank, a leading private sector bank in India. The assignment required:

• developing a long term vision for the Bank, • evolving a five year business strategy to achieve the vision, • design and implement an organisation structure that would support the vision and the business strategy, • reviewing and recommending the modern HR initiatives required to attract talent, build management

capabilities, improve the staff morale, • re-engineer the various business processes to derive efficiencies and to support the achievement of the vision

and strategy, • help the Bank establish a risk management framework, • revamp the MIS framework.

The assignment was completed to the entire satisfaction of the Board of Directors and the Stakeholders of the Bank. As a sequel, the Board also sought the assistance of the PwC team for sourcing key resources to man the reorganized positions.

Ø Designing and implementation of an integrated enterprise wide risk management framework – including credit,

market and operations risk, for one of the largest public sector bank in India – Canara Bank. One of the major recommendations was in the area of improving credit dispensation by the Bank by building in appropriate controls in risk assessment and improving the risk evaluation and sanction process. The assignment also required evaluation and recommendation on the appropriate softwares for ALM, treasury and credit functions. The recommended changes in the credit evaluation, credit rating, monitoring and dispensation processes were implemented by the Bank and led to a substantially improved credit delivery process leading to a very high degree of customer satisfaction.

Ø A review of the fraud management practices, internal controls and process of one of the leading public sector bank – Oriental Bank of Commerce.

Ø Re-structuring the corporate treasury operations of a leading corporate in the automotive industry. The

assignment required re-engineering the cash management function by centralising the function at the group treasury by designing the relevant organisation structure, policies and procedures. The group treasury would act as the out-sourced agency for managing the cash-flows for all the companies in the group. The assignment also included designing of credit risk management systems for managing the debtors profile the company.

Ø An in-depth review of the market risks – foreign exchange, commodities price risk and interest rate risks –

management practices of three leading private sector corporates and putting in place appropriate risk measurement and management systems keeping in view the objectives of the company and good practices. This also included designing of appropriate internal controls and procedures and MIS framework for effective management of the treasury operations related to these areas.

Ø Review of the existing systems controls and processes of a software company related to project

management framework, accounting and costing framework, external reporting framework, key performance indicator framework, and suggesting improvements taking into consideration the proposed future growth plans of the company and the risks they were exposed to.

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Self Employed Aug 1997 to July

1998

Assignments undertaken during this period

Ø Closely associated as an advisor to a large sugar conglomerate setting up a venture overseas. The

assignment involved:

• Preparation of Information Memorandum. • Advising on financial structuring of the project. • Syndicating debt & equity for the project.

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• Advising on accounting systems requirements based on local Vietnamese laws and accounting standards.

• Making presentations to the various venture capital funds and developing market funds for participating in the financial closure of the project.

Ø Debt syndication for the Indian subsidiary of an Italian multinational. The assignment involved:

• Assistance in preparing the financial projections of the Indian company. • Obtaining RBI permission for raising an ECB loan. • Arranging a domestic bridge loan.

Ø Corporate advisory services provided to an SSI that had been facing operating problems.

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Chinatrust Commercial Bank – Financial Services

Head Corporate Banking March 1996 to August 1997

Chinatrust, a private sector Taiwanese Bank, set up operations in 1996. I was engaged in the initial stages of setting up of the Banking operations. Successfully established the Corporate Banking function for the Bank. The task involved designing and implementing of policy guidelines & procedures for corporate banking and the credit risk management framework. Some Key Highlights

• Built up a portfolio of clients from zero base to Rs 1500 Mio for working capital limits by engaging with well known

and leading corporates ensuring good asset quality. • Successfully syndicated debt requirement of a few key corporate form the domestic and international market. • Member of the Credit Committee that is responsible for appraising and sanctioning facilities that are within

delegated powers of India CEO. • Assisted the India Head with policy planning in respect of the Corporate Banking portfolio and evolving marketing

strategy. • Trained the corporate banking team. • Member of the asset-liability management committee to take decisions on the pricing of deposits and loans and

managing cost of funds.

----------- Ë ----------- Standard Chartered Bank – Financial Services - A leading multinational Bank offering diverse financial services across the Globe

Jan 1986 to Feb 1996

A 10 year association with the Bank spread across diverse divisions and functions helped me learn the ropes of the financial services business and banking operations and picking up managerial, leadership and other skill sets during the journey A. Project Manager, Corporate Banking Operations, New Delhi - October 1995 to February 1996.

Successfully re-engineered the remittance function across all branches of the Bank. The assignment was accomplished by: • Studying the existing workflows and re-engineering them with a view to:

I. Improving efficiency II. Reducing process time III. Automating to the extent possible IV. Increasing processing capacity V. Identifying operational risks and building appropriate controls

• Identifying the appropriate software and testing them. • Interacting with software developing vendors for upgrading and implementing the chosen software. • Managing Change in terms of -

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- Building management capability in the new processes - Training the operating staff in the new process. - Putting in place the appropriate macro and micro organisational structure.

• Appropriately pricing the products. • Establishing service levels for customers and user departments.

B. Senior Account Relationship Manager, Corporate Banking Division, New Delhi - June 1992 to September 1995

Proactively managed a portfolio of large corporate relationship with aggregate limits exceeding Inr 2500 mio. Successfully discharged the responsibilities required of the role by:

• ensuring that the corporate asset quality was maintained. This needed constant monitoring and analysis of

the client performance and interaction with the CFO’s and CEOs to review the risks and how they were being managed.

• Marketing for asset and liability business from existing and new relationships. Some difficult customers were marketed and acquired.

• Ensuring client satisfaction through prompt service and resolution of issues. • Managing a few problem accounts and structuring exit strategies with a view to exiting/reducing exposure or

restructuring the debt. • Debt Syndication for corporate clients

C. Account Relationship Manager, Corporate Banking Division, Amritsar – February 1990 to May 1992

Successfully headed the Corporate Banking Operations and handled the Branch intermittently in a difficult socio

political environment.

Proactively managed a portfolio of large/medium and small sized corporate relationships with aggregate limits exceeding INR 250 million. Held onto the good quality assets and successfully exited from a number of difficult and marginal relationships through restructuring and exit strategies.

D. Account Manager, (Commercial) Corporate Banking Division, New Delhi – Jan 1989 to Jan 1990

Managed a portfolio of commercial/ corporate borrowers with limits aggregating INR 350 million. • Successfully restructured the portfolio by exiting from a number of marginal relationships that were not

generating low returns. • Successfully marketed for priority sector business to enable the Branch to meet its priority sector targets.

E. Officer-in-Charge, Remittances, Communications & Bills payable, Operations Division, New Delhi – February 1987 to December 1988 Successfully managed the operations by: • Ensuring customer satisfaction through timely processing of transactions and adherence to service level

agreements with other departments / customers. • Ensuring compliance with internal and regulatory controls. • Improving process efficiencies.

F. Officer-Trainee, – Jan 1986 to Jan 1987

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Education Graduation B.A. (Economic Hons.), Loyola College, Chennai. Cleared with distinction Holder of NTS scholarship Professional Base Chartered Accountant Fellow member of the Institute of Chartered Accountants of India – June 1987 Company Secretary Associate member of the Institute of Company Secretaries of India – December

1986 Indian Institute of Bankers Part I of the Exam. for Certified Associate of Indian Institute of Bankers

(CAIIB) - January 1987. Seminars/Training • Corporate Credit Workshop (two-week programme of the Manchester Business School). • Working Capital Management (one-week programme of the Indian Institute of Management, Ahmedabad). • Advances Phase II (two weeks at Standard Chartered Bank, Bombay). • Refresher Management Programme (one week at Standard Chartered Bank, Bombay. • Financial Risk Management (two days at New Delhi). • Value Builder Course (2 Day CE on Corporate and Business Valuations– PwC, Delhi) • The following workshops organised by Invest India Economic Foundation:

Ø A 2 day workshop on Market Risk Management in financial services industry. Ø A 2 day workshop on Operations Risk Management in financial services industry. Ø A 2 day workshop on Asset Liability management in the financial services industry. Ø A 3 day workshop on Credit Risk Management in the financial services industry.

• 3 day workshop on Credit Risk management in the financial services sector conducted by Satyajit Das in

Bangkok. • Speaker at the Risk Management seminar organised of Indian Institute of Bankers. • Speaker at the workshop organised by Staff Training College, RBI on Basel II. • Speaker at the seminar on “Role of Internal Auditors in M&A” organised by IIA • Speaker at the seminar on Internal Audit organised by ICAI. • Speaker at the seminar on Fraud. Compliance and Misconduct organised by Achromic Point • Panelist at a panel discussion on harnessing Risk organised by Economic Times and Deliotte Consulting • Speaker and participant at a seminar on “Enhancing the Value of Internal Audit Function” organised by

Achromic Point with Deloitte as the knowledge partners in July 2012. • Speaker at the PHD Chamber of Commerce on “Challenges in Foreign Collaborations” held in July 2013 • Speaker at a seminar on “Enhancing the value add of an Internal Audit Function – 2013” organised jointly by

Achromic Point & Deloitte in Aug 2013. • Speaker and a panellist at a seminar on “Risk Management, Governance & Compliance Summit 2014”

organised jointly by Achromic Point & Deloitte in Jan 2014.

Membership of Professional Bodies/Clubs • Member & Vice President, Board of Governors of the Institute of Internal Auditors, Delhi Chapter. • Council Member of Institute of Internal Auditor, India • Past President of Rotary Club in Delhi for the year 2010/2011. • District Finance Director for Rotary District 3010 for the year 2013-2014. • Well connected with the council members of NIRC-ICAI

Sanjeev Singhal 21st December 2016