Ishani MehroliaChief Strategy Officer

Ishani Mehrolia · Chief Strategy Officer · India

Capacity questions for an industrial board

My contribution to a board

I would bring a disciplined view of capacity and customers to a manufacturing board. Indian industrial companies are being asked to approve plants on the strength of export enquiries, often from buyers who want an alternative to China. For four years I have separated enquiries from commitments and priced what a plant gives up when it runs one product instead of another. I can help directors ask whether demand is contracted, what a capacity bet assumes about Chinese prices, and how dependent the company is on any one buyer, measured by margin as well as revenue. I can also help when a founder's legacy business is under review, because I have seen how that decision feels to a family and how independent directors can protect the company's interests and the people involved at once. I am not an accountant. I read financial statements closely and have presented capital plans to a listed board for five years, so I would be financially literate on an audit committee, but I would not claim the accounting expertise its chair needs. My board experience is as an executive presenter and as a nominee director of a subsidiary, and I expect to learn from colleagues before leading anything.

My first year on a board

In the first months I would read three years of board and committee minutes, the capital plan and the largest customer contracts, and ask the chair which decisions the board expects to face in the coming year. I would visit the main plants with the plant heads rather than the corporate team, because shift-level constraints rarely appear in board packs. Before my first committee meeting I would meet the statutory auditors and whoever leads risk, to hear where they see weakness. In meetings I would ask questions but hold back my own frameworks until I understood the company's. By the end of the year I would hope to have contributed to at least one significant capital or portfolio decision, and I would ask the chair plainly whether my questions helped the board or simply added work for management.

Conflicts and their management

My largest constraint is that Saranvik buys, sells and competes across many industrial supply chains. I would decline any board whose company competes with us in specialty chemicals or depends materially on us as a customer or supplier, including solvent suppliers, crop-protection formulators and the Surat dye-maker that bought our former business. Beyond that, I would give the prospective company secretary a list of Saranvik's fifty largest customers and suppliers to check against the company's own. If a smaller overlap emerged after appointment, I would disclose it, leave the discussion and have my absence minuted. Information would stay on its own side: nothing about Saranvik's customers, pricing or capacity plans would enter another boardroom, and the reverse would also hold. My employer's board must approve the appointment, and my managing director has asked that any seat leave the March quarter, our planning peak, largely free. If those limits stopped me attending to a board's main questions, I would decline the seat.

My independence statement

Before accepting any seat, I would test my position against the criteria in section 149(6) of the Companies Act with the company secretary and the board's advisers, rather than declare myself independent. Any trading or competitive relationship between that company and Saranvik would be examined first, and my nominee seat on our subsidiary would be disclosed.

Judgement in practice

01

Recording a chairman's dissent instead of smoothing it

When the dye-intermediates sale reached the board, our chairman still doubted the buyer's commitment to employees. The easier course was to present a unanimous recommendation. I suggested that his concerns be written into the board paper and the minutes, together with the conditions agreed to answer them: transfer of every employee on existing terms and six months' notice to customers. Our independent directors then examined the valuation with an external adviser and asked the buyer for written employment commitments. I think the decision was better for it. An independent director in a promoter-led company should treat a founder's objection as evidence to be weighed, not an obstacle to be managed, and should make sure the record shows how it was weighed.

02

Separating our progress from a customer's destocking

In 2025 our concentration figure fell faster than planned, and a draft investor presentation credited the whole improvement to our diversification programme. I asked for it to be corrected. About half the reduction came from Brakenholm Agro's lower orders, which reflected its inventory decisions rather than our effort. Directors rely on such figures when judging whether management's strategy is working. On another board I would ask the same question of any favourable trend: how much of this did the company cause, and how much would reverse if the market turned?

03

Putting the forgone contract into the capacity paper

When the board chose the Sarigam block over a new site, the paper named the US contract we expected to forgo and its value of about ₹90 crore a year. Without that line, the smaller investment would have looked costless. I would ask any board considering a cautious option to see what that caution gives up, in the same paper and in figures.

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to joinRisk management committee · Audit committee · Capital-projects or strategy committee, where the board has one

Capacity and preferences

Time available
22 days per year
Current directorships
1
Sectors
Engineering goods and industrial equipment · Export-oriented components · Packaging and industrial materials
Company type
Listed or unlisted public manufacturer outside chemicals, promoter-led or with a dominant shareholder
Company stage
Weighing new capacity, an export expansion or the exit from an inherited business

The seat I am pursuing

I am looking for one independent directorship in a manufacturing company whose main board decisions involve capacity, export customers or the future of an inherited business. A listed company of moderate size would suit me best, because SEBI LODR committee structures would give my contribution a defined place, though an unlisted public company preparing to list would also interest me. I would want a chair who expects independent directors to challenge management, and a promoter group willing to have its assumptions examined. I am not looking for a ceremonial seat, or one that exists only to make up the number of independent directors. I would start as a member of the audit or risk management committee. The company would also need to accept the time involved: realistically twenty-two days a year, including preparation and site visits.

Board and committee exposure

Presented to the Board or a committee

Saranvik Chemicals Limited

Board of directors: capital allocation, portfolio and transactions

October 2021–present

Presents the annual capital plan, the quarterly portfolio review and every acquisition and disposal proposal, including the 2024 sale of the dye-intermediates business. Attends as an executive; not a director of the listed company.

Reported to a committee

Saranvik Chemicals Limited

Risk management committee

April 2022–present

Reports twice a year on customer concentration, exposure to Chinese export prices and capacity-utilisation risk.

Served as a director

Saranvik Solvent Recovery Private Limited

Board of the wholly owned subsidiary

April 2023–present

Non-executive nominee director of the subsidiary, which recovers and recycles process solvents for the group and outside customers. This is not an independent appointment.

Governance learning and readiness

IICA Independent Directors’ Databank: Proficiency assessment passed

I registered with the IICA Independent Directors' Databank in 2025 and passed its online proficiency self-assessment test in February 2026. That establishes basic eligibility, not suitability for a particular board, and I would keep the registration current as the rules require.

  • Completed the databank's preparatory e-learning on board processes, the Companies Act and SEBI LODR before taking the proficiency test.
  • Studying how audit and risk management committees of listed manufacturers oversee large capital projects and related-party transactions.
  • Learning the director's side of the table on our subsidiary board, especially information requests, minutes and recorded dissent.