My contribution to a board
I would bring a board one particular habit: asking which of the company's important activities it should own and which it should keep buying, and how that answer is likely to change. Indian manufacturers and services companies face this question constantly, whether in engineering, software, testing or plant capacity, and the decision is often made one project at a time without anyone stating the cumulative direction. I have seen it from three positions: as a buyer packaging work for vendors, as a supplier losing work to captive centres, and as the person who designed a way to sell that transition to clients. I can also read a strategic plan critically, because I write one each year and know where the optimism usually sits. My limits are equally clear. I am not an accountant and would not offer myself as the audit committee's financial expert. I have served only on a subsidiary board, and I would learn a listed board's ways of working before expecting to lead any part of it.
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 0
- Sectors
- Industrial manufacturing and machinery · Engineering and technology services outside my employer's competitive field · Medical-device manufacturing
- Company type
- NSE- or BSE-listed mid-sized company, or a larger unlisted public company preparing to list
- Company stage
- Facing a decision about building its own engineering or technology capability, or about where to place new capacity
The seat I am pursuing
I am looking for one independent seat, not a portfolio. The right company is one whose board is facing, or should be facing, a question about which capabilities to own: a manufacturer considering its own engineering or technology centre, a services business whose clients are insourcing, or a company deciding where to put its next facility in India. I would expect to join the Risk Management Committee or the Audit Committee as a member, and a strategy or investment committee if one exists. Because I am not a whole-time director, the tighter limit on listed-entity directorships for executive directors does not apply to me, but my employer permits only one external board, and I would keep to that. I would prefer a company where the promoter group welcomes directors who question the plan, and where the chair is clear about why another independent director is needed.
Judgement in practice
01Delaying a transfer until employees had made their choices
As a nominee director of the special-purpose subsidiary, I was asked in January 2025 to approve the share transfer on the date the commercial agreement specified. At that point, forty engineers had not yet confirmed whether they would move with the centre or seek redeployment, because the client's employment terms had arrived late. I proposed that the board approve the transfer subject to those choices being completed, which moved the date by six weeks and annoyed both commercial teams. My concern was that people should not discover their employer had changed before they had a real choice. The transfer completed in March 2025, and the records of each decision were handled in line with the employees' consent and India's data-protection law. I learnt that a director's duty can require slowing an agreed timetable, and that the slower path needs to be explained to people on both sides.
02Reporting a risk the business head did not want escalated
In 2023 our account map suggested that a large North American industrial client was likely to open its own centre within two years. The business head thought the evidence was weak and did not want it in my report to the Risk Management Committee, worried that it would unsettle the account team. I included it with a clear statement of the evidence and its limits, and I showed him the wording beforehand. The committee asked management to prepare an offer rather than wait. The client did announce its centre in 2025, and we retained a specialist scope. Had the evidence been wrong, the cost would have been some unnecessary preparation. I would apply the same principle as a director: an uncertain but material risk should reach the committee with its uncertainty stated, not be held back until it is certain.
My first year on a board
My first three months would go into understanding how the company earns money and where its important capabilities sit. I would ask the chair and the company secretary for the previous two years of board and committee papers, then visit the main plant or delivery centre with management. Over the following quarter, I would want to understand how the board receives information about the company's largest customers and suppliers, because that is usually where make-or-buy pressure first appears. In committee meetings I would ask questions rather than propose changes. By the time of the second budget discussion, I would hope to contribute a view on the assumptions in the strategic plan, particularly where growth depends on a few relationships. At the year's end I would ask the chair for direct feedback on whether my questions were helping the board and whether my preparation was adequate. If the answer to either was no, I would treat it as something to correct, not to defend.
Conflicts and their management
My largest exposure is commercial. Varunthal designs and validates products for vehicle makers, industrial-machinery companies and device manufacturers, competes with other engineering-services firms and buys software and test equipment from specialist vendors. A company in any of those groups could be a client, a competitor or a supplier of my employer. Before a nomination proceeds, I would ask Varunthal's company secretary for a list of the prospective company's dealings with us over the previous three years and share it with that company's chair. A competitor would be excluded outright. For a client or supplier, I would follow the advice of the company and its counsel on whether the relationship affects independence under section 149(6). If a matter arose later involving my employer, I would disclose it, leave the discussion and record that I had done so. If such matters became frequent, I would resign rather than become a director who is regularly absent. Time is the second constraint. My employer's planning calendar peaks between December and February, and I would tell the chair this before accepting.
My independence statement
I am a salaried executive of a listed engineering-services company and would remain one. Before accepting any nomination, I would list every commercial relationship between my employer and the company concerned, its promoters and its group, and I would ask the company and its advisers to assess them against the Companies Act criteria. If a material relationship exists, I would decline the seat rather than rely on my own view that it does not affect my judgement.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Risk Management Committee · Audit Committee, as a financially literate member · Strategy or investment committee, where a board has one |
|---|
Board and committee exposure
Served as a director
Varunthal Chassis Engineering Centre
Board of the special-purpose subsidiary
September 2022–March 2025
Nominee director of the wholly owned subsidiary created for the build-operate-transfer centre; approved its budgets and transfer readiness; resigned when its shares passed to the client.
Reported to a committee
Varunthal Engineering Services
Risk Management Committee
2021–present
Twice-yearly strategic-risk report covering client concentration, insourcing probability and programme dependence.
Presented to the Board or a committee
Varunthal Engineering Services
Board strategy sessions and annual plan review
April 2019–present
Presents the five-year plan each February and major portfolio proposals; not a director of the listed company.
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 January 2026. My strategy role has not been a key managerial personnel designation, so I took the test rather than consider an exemption. I keep my registration current and would confirm its status with the company secretary of any company proposing an appointment.
- Preparation for the IICA proficiency self-assessment, covering the Companies Act, the Code for Independent Directors and the listing regulations
- Three years as a nominee director of a special-purpose subsidiary, including its transfer to a client
- A structured course on audit committee practice for non-finance directors, completed in 2025