My contribution to a board
Most boards see operating risk as a line in a register. I have spent 28 years watching what that line means on the ground: a culvert that floods because the fields around it changed, a plaza queue that becomes a safety problem, a contractor working beside live traffic at night. I would help a board ask where its physical assets are most likely to fail, how quickly the company would know, and what the response would cost. I would also bring experience of decisions where the safer choice reduced cash for investors, and of explaining them honestly to people who disagreed. My limits are clear to me. I am not a finance or legal specialist, and on an audit committee I would rely on colleagues with that depth while contributing questions about the operating evidence behind estimates, provisions and maintenance spending. A risk management or safety committee is where I would add most in a first appointment. I would expect to be challenged on my assumptions, because an engineer's caution can also be expensive.
My first year on a board
I would spend the first quarter learning where the company's assets are and how they fail. I would ask management for the incident and near-miss records of the past three years, the maintenance backlog and the locations that recur in both, then visit two or three sites with the operating heads, including one at night or during a shutdown. In committee I would listen for the first two meetings before proposing anything. By the first budget I would want to understand how maintenance spending is decided and what is deferred, and I would ask whether deferrals are reported to the board with their risk. If the chair agreed, I would also sit in on one audit committee meeting to see how operating estimates and provisions reach the accounts. I would read the risk register against what I had seen on site, and raise differences privately with the committee chair before raising them in the room. At the end of the year I would ask the chair for frank feedback, and I would decline to continue if my contribution had not been useful.
Conflicts and their management
My conflicts are concrete, and most come from people I deal with every week. Sindhuravi Highways Trust, its investment manager, Haldhara Constructions and their group companies are excluded, as is any road concession competing with ours for NHAI contracts. Our maintenance contractors, toll-system suppliers, insurers and consultants would each need checking against any company that approaches me; a supplier relationship can be as compromising as a shareholding. I would list these for the nomination committee and company secretary at the outset, refresh the list annually, and step out of any discussion that touches them. My employer must consent in writing, and I will not use information about roads, traffic or contractors from my executive role in another boardroom. If a recurring conflict meant I could not take part in the decisions the board most needed help with, I would decline or resign rather than sit through repeated recusals.
My independence statement
I serve a road trust, its sponsor's group and many contractors, and those ties travel with me. My test is practical: if any company before me pays, employs or competes with people I work for, I step aside before the conversation becomes awkward. Advisers can tell me whether s.149(6) is satisfied; I want to be sure first that I would feel free to disagree.
Judgement in practice
01Asking what the cheaper repair leaves in place
In the 2023 flood, the quick patch had support from the contractor and the revenue team, and it would have reopened four lanes within a week. The question I put to our risk committee was not whether the patch would work today, but what it left in place: a waterway the structure could no longer carry. A board facing a similar choice should ask for the cause of the failure, the history of the location and the consequence if the temporary answer fails mid-season. It should also hear the cost of the slower option without softening. We accepted lower toll collections and two early contraflow collisions. Directors deserve to see both sides of that account before they approve, and to revisit the decision once later seasons have tested it.
02Separating investor cost from user risk
The final overlay on our Rajasthan concession set unitholders' interests against the condition of a road they would soon no longer own. The investment manager's chief financial officer argued carefully for the cheaper programme, and her concern about distributions was legitimate. As a board member, I would want such a decision framed in three parts: the contractual obligation, the risk to users in the interim, and the cost to investors under each option. I would also want any related-party element handled visibly, as we did when the sponsor's construction division bid. The board's role is to choose with those facts in view, not to assume that safety or cash automatically wins. Writing the trade-off down also lets the board examine the outcome honestly later.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Risk management · Safety, health and environment · Corporate social responsibility |
|---|
Capacity and preferences
- Time available
- 22 days per year
- Current directorships
- 2
- Sectors
- Logistics and warehousing · Ports and transport operations · City-gas distribution · Cement and building materials
- Company type
- Listed or large unlisted Indian company operating physical assets for public or industrial users
- Company stage
- An established operator whose assets are ageing or expanding, where operating risk is moving up the board's agenda
The seat I am pursuing
I am pursuing a first independent seat on the board of a company that runs physical assets with public consequences: a logistics or warehousing operator, a port or transport business, a city-gas distributor or a cement producer. I would contribute most as a member of the risk management committee or a safety, health and environment committee, under a chair with board experience. I would not seek a chair role until I had served a full term. The company should want operational questions asked early, before incidents and costs reach the accounts. I would also want time to learn its sector's regulation properly rather than assume that roads have taught me everything. My two nominee directorships are in private concession companies, well within the Companies Act limits on directorships; for a listed seat I would also confirm the SEBI LODR limits and the company's own policy on outside commitments before accepting.
Board and committee exposure
Served as a director
Sindhuravi Haryana Tollway Private Limited
Board of the concession company
April 2022–present
Non-independent director nominated by the investment manager; approves the company's accounts, maintenance plans and concession correspondence with fellow directors.
Served as a director
Sindhuravi Tharpath Tollway Private Limited
Board of the concession company
April 2022–present
Non-independent nominee director of the Rajasthan concession company; leads board discussion of handback preparations for the March 2027 transfer.
Presented to the Board or a committee
Sindhuravi Highways Trust
Investment manager's board and risk committee
April 2021–present
Presents quarterly operating, safety and maintenance reports, and major operating recommendations such as the 2023 flood rebuild and the 2025 overlay.
Governance learning and readiness
IICA Independent Directors’ Databank: Registered
I registered with the IICA Independent Directors' Databank in 2025 and have not yet taken its online proficiency self-assessment test. I am preparing for it, and I understand that unless an exemption applies I must pass it within the period the rules allow to remain on the databank. My two current directorships are non-independent nominee roles in private concession companies.
- Two years as a nominee director of concession companies, including approval of accounts and handback planning.
- Study of the Companies Act 2013 duties of directors, Schedule IV and the SEBI LODR requirements for risk management and audit committees.
- Preparation for the IICA online proficiency self-assessment test.