Independent Director · Chennai
Twenty-five years inside the machinery of listed boards: the notice, the quorum, the related-party approval, and the minute that still has to hold up years later.
Dissent that never reaches the minutes was never dissent. A board is only as good as the record of how it decided.
Biography
I have spent a working life in the rooms where boards meet, usually at the far end of the table with the minute book open and the agenda I had drafted in front of every director.
I began in 2001 in the corporate and securities practice of a Chennai law firm, drafting listing documents and takeover filings at a time when many Indian boards still thought of compliance as the auditors' business. It taught me to read a transaction the way a regulator would read it later.
In 2006 I moved to Coimbatore as Company Secretary and Compliance Officer of a listed textiles company, and stayed eleven years. I prepared every agenda, sat through every board and committee meeting, wrote every minute and answered every shareholder who wrote in. That is where I learnt which disclosures invite a question, which related-party approvals need a second look, and how a careful minute protects a director long after the meeting has ended.
Since 2017 I have run my own corporate-law and secretarial practice in Chennai, advising promoter-led companies on board processes, SME-platform listings, schemes of arrangement and insider-trading controls, and appearing before the Chennai Bench of the National Company Law Tribunal. In 2021 I took the other chair, joining a listed SME-platform company as an Independent Director. I am now looking for one or two further boards where process discipline and shareholder trust are the work.
Three defining moments
2009 · Coimbatore
The company carried years of pending share transfers and transmissions, many from the families of its original shareholders. I worked through every folio with the registrar, wrote to each holder, and put a closure report before the investor grievance committee every quarter until the list was empty.
2014 · Coimbatore
When the board merged its spinning subsidiary into the parent, a minority shareholder objected at the sanction hearing. The minutes showed the valuation debated, one director's reservation recorded and answered, and the valuer questioned. The scheme was sanctioned, and I have written every minute since as if it will be read in court.
2021 · Chennai
After two decades of writing the minutes, I joined the board of a listed SME-platform company in precision engineering, on its Audit and Stakeholders Relationship Committees. My first proposal was a quarterly tracker of investor complaints and their closure. It is now a standing agenda item.
What I bring to a board
Minutes that will still stand in ten years.
Eleven years as Company Secretary of a listed company, writing every agenda and minute for its board and committees to the Secretarial Standards, and a scheme of amalgamation sanctioned over a shareholder objection because the record held.
A second reading of every related-party transaction.
A practice built on s.188 of the Companies Act and Regulation 23 of SEBI LODR. On my current Audit Committee I read each omnibus approval against the policy before it reaches the vote.
Minority shareholders who feel answered.
Eleven years of investor-grievance redressal, including SEBI SCORES complaints and registrar oversight, and the complaints-closure tracker I introduced to my current board.
Board readiness
Primary committees
Companies Act 2013 s.178(5) · SEBI LODR Reg 20
Eleven years running investor-grievance redressal for a listed company, from SCORES complaints to the annual review of registrar performance. A member of this committee today.
Companies Act 2013 s.177 · SEBI LODR Reg 18
A sitting Audit Committee member on a listed board, with a practice built on related-party transactions under s.188 and Reg 23.
Supporting committee
Companies Act 2013 s.178 · SEBI LODR Reg 19
Has drafted board-evaluation frameworks, remuneration policies and succession notes for client companies and taken them through NRC and board approval.
Contact
If your board needs a member who reads the related-party note before the meeting and the draft minutes after it, I would be glad to hear from you. I reply within two working days and can share a board profile and references on request.