Boards and Committees

Ms. Rekha Warriar

Ms. Rekha Warriar

Independent Director

Ms. Rekha Warriar is an Independent Director on the Board of the Company. She holds a Master's degree in Applied Mathematics from the University of Bombay and a Master’s in Public Policy from Princeton University, USA. She has an experience of over 30 years with the Reserve Bank of India in various departments. She has headed the departments of financial stability and internal debt management. She has also worked as a member of faculty in RBI's training colleges and at the National Institute of Banking Management, Pune.

Mr. R. Venkataraman

Mr. R. Venkataraman

Managing Director

Mr. R. Venkataraman is the Managing Director and Co-Promoter of the Company. He holds a Bachelor's degree in technology in Electronics and Electrical Communications from the Indian Institute of Technology, Kharagpur, as well as a Master's in Business Administration from the Indian Institute of Management, Bangalore. He has been contributing immensely to the establishment of various businesses and spearheading key initiatives of the IIFL Group over the past 20 years. He joined the Company in 1999 and is currently a promoter and the Managing Director of IIFL Finance Limited (formerly IIFL Holdings Limited).He has a varied experience of over 28 years in the financial services sector.

Mr. Narendra Jain

Mr. Narendra Jain

Whole-time Director

Mr. Narendra Jain is a Whole-time Director on the Board of our Company. He holds a Bachelor's degree in Commerce from the University of Mumbai and is a qualified Chartered Accountant. He has over 21 years of experience in the financial services industry, specifically in areas such as operations, taxation, internet banking and finance. He has handled various key positions in the IIFL Group as well as other support functions such as back office operations, depository participant operations, know your client quality, customer service risk, audit administration and branch operations. In the past, he was associated with ICICI Brokerage Service Limited.

Mr. Shamik Das Sharma

Mr. Shamik Das Sharma

Independent Director

Mr. Shamik is one of India's leading Product and Technology experts. He has over two decades of experience in crafting technical products, taking them to market, building strong teams and instituting a tech-oriented culture in organizations. He has worked with small and large companies across a diverse set of domains, in the Bay area and Bangalore, as a founder, senior-executive and an investor. He is currently leading technology at Cure.Fit, a health-tech startup and previously was the CPO/CTO at Myntra.

Mr. Shamik Das Sharma

Mr. Anand Bathiya

Independent Director

Mr. Anand Bathiya is an Indian citizen and a practicing Chartered Accountant with experience of working with world-leading accounting and professional consulting firms. He is a fellow member of the ICAI and has also completed the final examination of Company Secretary course. He is a Bachelor at Commerce and Bachelor at Law with a Post-graduate diplomas in Securities Law from Government Law College and in Information Systems Audit from ICAI. As partner and practice-head with Bathiya & Associates LLP, Anand is engaged in advising businesses in negotiating, structuring, performing due diligence and executing domestic and international Mergers & Acquisitions (M&A) having advised more than 200 M&A transactions over the last 15 years including few of India’s largest M&A transactions in recent times. Anand has enabled businesses to raise equity resources through public equity and private equity including capital market initiatives of IPOs, QIPs, rights issues, open offers, international listings, etc. Anand also specializes in advising private equity funds and families offices in formation, fund documentation, diligence and investment transaction execution. Anand is Managing Committee Member of Bombay Chartered Accountants’ Association and co-opted member of a group promulgated by Valuation Standards Board for drafting Valuation Standards to be made applicable in India. He represents as independent director and audit committee chair on boards of listed companies and savors playing cricket and chess in leisure time.

Mr. Shamik Das Sharma

Mr. Viswanathan Krishnan

Additional Director

Mr. Viswanathan Krishnan holds the Master’s Degree in Commerce and is a qualified Cost and Works Accountant. He has over 3 decades of commendable experience in the areas of Operations, Technology, Operational Risk, Information Security, Compliance and Internal Control. He has worked in multiple areas of financial services like Custodial Services, Asset Management Companies, IT Services, Exchange and International Banks. He has held senior positions in domestic majors like L&T, MCX & SHCIL apart from MNC organisations like ABN AMRO, Alliance Capital, Barclays, Deutsche Bank, JPMorgan, Zurich Financial Services. He now leads Kris Konsulting, a unique boutique Advisory & Assurance firm, which focuses primarily on Governance, Risk & Compliance, Process Re-engineering and full life cycle of Human Capital needs of Clients. He also teaches in premier management institutions in areas relating to Risk and Compliance. Within a short span of time, since commencement, Kris Konsulting has been supporting marquee brands in the areas of Consulting and Training.

The members of the audit committee are:

Mr. Anand Bathiya
Chairperson

Mr. Narendra Jain
Member

Mr. V. Krishnan
Member

Ms. Rekha Warriar
Member

 
 

Terms of Reference:

  1. Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
  2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;
  3. Approval of payment to statutory auditors for any other services they have rendered to the company;
  4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
    a. Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act 2013;
    b. Changes, if any, in accounting policies and practices and reasons for the same;
    c. Major accounting entries involving estimates based on the exercise of judgment by the management;
    d. Significant adjustments made in the financial statements arising out of audit findings;
    e. Compliance with listing and other legal requirements relating to financial statements;
    f. Disclosure of any related party transactions; and
    g. Qualifications/ modified opinions in the draft audit report.
  5. Reviewing, the quarterly financial statements with the management before submission to the Board for approval;
  6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
  7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
  8. Scrutiny of inter-corporate loans and investments;
  9. Valuation of undertakings or assets of our Company, wherever necessary;
  10. Evaluation of internal financial controls and risk management systems;
  11. Monitoring the end use of funds raised through public offers and related matters, if any;
  12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  14. Discussing with internal auditors of any significant findings and following up there on;
  15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  16. Discussing with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  17. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;
  18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  19. To establish and review the functioning of the whistle blower mechanism;
  20. Approval of appointment of the Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
  21. Related Party Transactions:
    Granting approval / omnibus approval for transaction(s) with related parties, subject to conditions as may be prescribed under the Policy on Related Party Transaction of the Company or any other applicable laws, regulations, guidelines or any subsequent modification in the transactions thereof;
  22. Review of:
    a. Management Discussion and Analysis of financial condition and results of operations;
    b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
    c. Management letters/letters of internal control weaknesses issued by the statutory auditors;
    d. Internal audit reports relating to internal control weaknesses;
    e. Appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee;
    f. Statement of deviations including:
    i. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations;
    ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations;
    g. The utilization of loans and/or advances from/investment by the holding company in the subsidiary > Rs. 100 crore or 10% of asset size of the subsidiary, whichever is lower, including existing loans / advances / investments
  23. To investigate into any matter in relation to the terms of reference of the Audit Committee or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company;
  24. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act 2013 or the SEBI Listing Regulations or by any other regulatory authority.

The members of the nomination and remuneration committee are:

Ms. Rekha Warriar
Chairperson

Mr. Anand Bathiya
Member

Mr. Shamik Das Sharma
Member

 
 

Terms of Reference:

  1. Formulate criteria and manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance;
  2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and while formulating this policy ensure that –
    i. Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
    ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
    iii. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long‐term performance objectives appropriate to the working of our Company and its goals;
  3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
  4. Suggest whether to extend or continue the term of appointment of the independent Director, on the basis of the report of performance evaluation of Independent Directors;
  5. Devising a policy on diversity of the Board of Directors;
  6. Recommend to the board all remuneration, in whatever form, payable to Senior Management;
  7. Administration of the Company's employee stock option schemes.

The members of the stakeholder’s relationship committee are:

Ms. Rekha Warriar
Chairperson

Mr. Narendra Jain
Member

Mr. Shamik Das Sharma
Member

 
 

Terms of Reference:

  1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
  2. Review of measures taken for effective exercise of voting rights by shareholders;
  3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;
  4. Review the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The members of the Corporate Social Responsibility Committee are:

Mr. Anand Bathiya
Chairperson

Mr. Narendra Jain
Member

Mr. V. Krishnan
Member

 
 

Broad terms of reference of the Corporate Social Responsibility Committee (CSR)

Terms of Reference:

  1. Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII;
  2. Recommending the amount of the expenditure to be incurred on CSR activities;
  3. Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by the Company;
  4. Such other functions as may be entrusted to it by the Board of Directors, from time to time.

The members of the Risk Management Committee are:

Mr. V. Krishnan
Chairperson

Mr. Narendra Jain
Member

Mr. Shamik Das Sharma
Member

Mr. Anand Bathiya
Member

 
 

Broad terms of reference of the Risk Management committee

Terms of Reference:

  1. To formulate a detailed risk management policy which shall include:
    (a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
    (b) Measures for risk mitigation including systems and processes for internal control of identified risks.
    (c) Business continuity plan.
  2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
  3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
  4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
  5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
  6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.
  7. The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

The members of the Finance Committee are:

Mr. R. Venkataraman
Managing Director

Mr. Narendra Jain
Executive Director

Mr. Ronak Gandhi
Chief Financial Officer

 
 

Broad terms of reference of the Finance Committee:

Terms of Reference:

  1. To borrow funds for and on behalf of the Company up to the maximum amount as determined by the Board of Directors of the Company from time to time.
  2. To invest funds of the Company from time to time in equity shares, preference shares, debt securities, bonds, whether listed or unlisted, secured or unsecured, fixed deposits, units of mutual fund / units of alternative investment fund, security receipts, securities, etc. taking into consideration all investment parameters up to the maximum amount as determined by the Board of Directors of the Company from time to time and also to enter into any agreements including but not limited to enter into Share Purchase Agreement, Share Subscription Agreement, Shareholders Agreement etc. as may be required to give effect to such transaction;
  3. To allot securities of the Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;
  4. To borrow funds for meeting the short/ long term requirements of funds of the Company by issuing Commercial Paper including redemption and buyback of Commercial Paper and also to list the same as per the SEBI Regulations, Term Loan from bank, etc;
  5. To avail intraday facilities from Banks/Financial Institution upto Rs. 3000 Crores (Rupees Three Thousand Crores);
  6. To offer assurances on behalf of Subsidiaries, in the form of guarantee, security, undertakings, letters (including without limitation, letter of comfort), deeds, declarations or any other instruments in connection with loan availed by them from Bank, Financial Institution, Non-Banking Financial Companies, other body corporates, etc. upto such limit, if applicable, as delegated/decided by the Board from time to time;
  7. Powers relating to issuance and allotment of Debentures:

      a. To determine terms and conditions and number of debentures to be issued;
      b. Determining timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of over subscription, if any and early redemption thereof;
      c. To approve and make changes to the Draft Prospectus, to approve the Final Prospectus, including any corrigendum, amendments supplements thereto, and the issue thereof;
      d. To approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilisation of the issue proceeds, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient, extension of issue and/or early closure of the issue.