Seema Vaqrulani · Chief Financial Officer · India
Presented to the Board or a committee
Board and audit-committee financial presentations
April 2021–present
Presents reporting judgements, financial plans and transaction scenarios as CFO; attends by invitation and holds no director or committee-member appointment.
| Capacity | Committees |
|---|---|
| Ready to join | Audit committee subject to the proposed company's qualification requirements · Risk committee with a technology-investment remit |
I would consider an initial non-executive seat at a software or engineering-information business that wants stronger challenge around product expenditure, recurring revenue and investment commitments. An experienced chair and audit-committee leadership would be important while I develop director experience. I would seek a member contribution within the requirements of the proposed role rather than claim readiness to chair immediately. The company should explain why my experience is relevant and what preparation it expects before appointment. I have no current directorships and have not completed databank preparation. Those facts belong in the nomination discussion. A suitable seat would allow me to help directors distinguish an accounting judgement, a management measure and a commercial forecast, while respecting the different owners and evidence behind each. I would not accept an appointment whose conflicts or time demands prevented that contribution.
I would help a board understand the financial components behind a growth or investment claim. Software businesses can present a persuasive total while leaving the customer population, expenditure basis or payment conditions unclear. My experience is in making those distinctions usable for a decision. I would contribute alongside directors and advisers with legal, technical and sector knowledge, without assuming that a CFO's familiarity with numbers settles every question. I have presented to boards but have not served as a director. A first appointment would therefore require induction and a clear understanding of collective responsibilities. I would ask management for evidence and explanation through the agreed governance process, rather than build a separate finance review around myself. The intended contribution is a more precise discussion of uncertainty, including what would change the recommendation and who remains accountable for the result.
The retention correction separated an ₹84 crore opening customer cohort from ₹19 crore of new business. In a board setting, I would ask what population a metric follows and which movements are included before interpreting its direction. A rising total and a shrinking original cohort can both be true. Directors should understand the operating response to each, rather than ask management to choose whichever percentage tells the more encouraging story. I would also ask whether the measure is annualised contract value, recognised revenue or cash, because those descriptions support different conclusions. The board's role is to ensure the account is intelligible and consistently governed. It should not turn the CFO into the sole owner of customer retention or infer a cause from the percentage without the relevant product and commercial evidence.
The acquisition paper distinguished ₹8 crore upfront, up to ₹4 crore conditional payment and ₹1.1 crore integration expenditure. As a director, I would ask which events make each amount payable, who assesses the evidence and whether the funding plan includes the work needed after completion. The maximum is useful, but it does not replace a schedule or scenario. Qualified advisers should address contractual and accounting treatment, and management should own integration. I would want directors to see an adverse outcome in which performance disappoints while operating costs still arise. The question is not whether every uncertainty can be eliminated before approval. It is whether the company understands the commitment sufficiently to choose, fund and oversee it, with a clear route back to the board when assumptions materially change.
I would begin by understanding the company's revenue model, financial reporting responsibilities and current assurance arrangements. With the chair, I would plan discussions with management and the external advisers relevant to my committee role. A small number of product or transaction examples would help me see how an operating assumption enters a board paper. I would review prior corrections and unresolved judgements before proposing new dashboards. My first contribution might be to make one recurring investment discussion clearer, rather than introduce a new reporting framework across the business. I would ask for feedback on whether my questions help oversight or draw the committee into preparation work. Twenty-two days is an initial annual allowance covering meetings, reading and induction, subject to employer agreement and the actual calendar. An exceptional transaction or incident would need a separate assessment of the additional time and expertise required.
Qerulvi works with infrastructure customers, engineering firms, software partners and potential acquisition counterparties. A proposed board could have a relationship with any of them, including one not obvious from its main business description. I would disclose those connections, my employment and any relevant personal interests before receiving confidential papers. I would not transfer customer economics, development records or transaction information from my employer to another company. Independence and committee eligibility would require assessment against the particular appointment, supported by appropriate advice. Repeated exclusion from the company's central product or financial decisions could make a seat unsuitable even if an isolated matter could be managed. I would also separate a director role from any informal request to provide accounting services. The board should receive qualified assurance through proper arrangements, not assume that appointing a finance executive removes the need for it.
My employment, financial interests and the company's customer and partner relationships would be disclosed for a specific independence assessment. CFO experience does not establish independence or eligibility by itself.
IICA Independent Directors’ Databank: Not yet registered
I have not yet registered with the IICA Independent Directors' Databank. Relevant registration, proficiency preparation and appointment requirements remain to be assessed and completed; no exemption is claimed.