My contribution to a board
I would bring to a board the view of a chief executive who has run plants, negotiated with vehicle makers and union leaders, and shared leadership with a promoter family in a listed company. Most of the judgements that decide a manufacturer's next five years are visible to me long before they reach a board paper: a customer's share of revenue creeping upwards, contract workers outnumbering permanent ones on a line, a capital plan that commits to a technology before customers have committed to it. I know how those things look from the inside, and how easily a management paper can make them look orderly.
I would bring particular experience in three areas that Indian listed manufacturers face now: allocating capital through a technology change without abandoning the business that pays for it, managing industrial relations as an operating risk, and making the relationship between a promoter family and professional management work in the minutes as well as in conversation. As a member of Kavirath's Risk Management Committee since 2021, I have helped build its register around customer concentration, technology change, labour relations and supply disruption, and I would be ready to chair such a committee after a year as a member. On a Nomination and Remuneration Committee I could contribute to succession planning in a family-controlled company, which I am working on in my own.
I should also be clear about what I would not bring. I am an engineer, not an accountant. I read financial statements closely and would meet the expectation that every Audit Committee member be financially literate, but I would not offer myself as the committee's financial expert. Nor would I try to run the company from the boardroom. A former operator's temptation on a board is to manage; my job would be to ask the question management has not answered and then let management answer it.
Judgement in practice
01Recommending against buying the promoter family's foundry
In 2024 the executive chairman proposed that Kavirath acquire Ghaisas Castings Private Limited, a company owned by members of the promoter family that supplied us about ₹210 crore of castings a year and had begun making aluminium motor housings. As a related-party transaction it needed the Audit Committee's approval and, if material under the SEBI Listing Regulations, shareholders' approval with related parties not voting in favour. I recommended against the acquisition. The valuation proposed assumed housing volumes we had not been nominated for, and owning a foundry would have added a business we did not know how to run. Instead I proposed a five-year supply agreement with prices benchmarked each year by an independent firm, and a small die-casting cell of our own at Hosur for ₹140 crore. The Audit Committee approved the agreement and the board approved the cell. On another board I would ask for the same two things in any related-party proposal: the benchmark, and the alternative management did not choose.
02Disclosing a go-slow before it was resolved
During the Chakan I dispute in August 2023, the question arose on the third day of whether the go-slow should be disclosed to the stock exchanges. Our investor relations draft proposed waiting until it was settled, so that the disclosure could report a resolution. With our company secretary, I assessed it against our materiality policy under the SEBI Listing Regulations: the plant made about a quarter of our output and a major customer's line was at risk. I recommended disclosing on the fourth day, with an estimate of lost output and a plain statement that the dispute was unresolved. The share price fell 6 per cent that day. Two institutional investors later told us that the early disclosure was why they believed our update when the settlement was signed. As a director I would test every disclosure decision by asking what an investor would think on learning the fact from someone else.
03Putting the chairman's daughter through the ordinary process
In 2025 the executive chairman proposed that his daughter, Ira Ghaisas, join Kavirath as head of strategy. She was well qualified, with eight years in industrial consulting and a planning role at a European manufacturer. I supported her appointment but recommended that it follow the process we use for any senior hire: a defined role reporting to me, assessment against the same criteria as external candidates and a review by the Nomination and Remuneration Committee. Because she is a director's relative, her appointment to an office of profit also went through the related-party approvals the Companies Act requires. The chairman first saw this as unnecessary formality. He later told the board that it had strengthened her position, because nobody could say she had been placed rather than chosen. A board should expect a promoter family's next generation to be measured, not merely welcomed.
My first year on a board
I would spend my first three months learning the company as its customers, workers and auditors see it. I would read three years of board and committee minutes, the risk register, the internal audit findings and the related-party register with its approvals. I would visit at least two plants, start a shift on the shop floor with the plant head, and ask for the injury register, the customer-complaint log and the contract-labour figures before the financial summary. I would meet the chief executive, the chief financial officer and the head of human resources one by one, and the statutory and internal auditors without management present.
For the rest of the year I would serve on whichever committees the board assigned and would not seek a chair. I would keep a written list of the questions I raised and whether they were answered, and at the year's end I would ask the chair for direct feedback and use the board evaluation to test whether my contribution had been useful. If the company had a promoter family, I would meet its representatives early, to understand the family's long-term intentions for the business before I had to judge any proposal that touched them.
Conflicts and their management
My first obligation is to Kavirath. I would not join the board of any vehicle maker, tractor maker or automotive component supplier, any customer, supplier or competitor of Kavirath, or any company with a material relationship with the Ghaisas family or its businesses. Before accepting any seat I would disclose my Kavirath shareholding, my stock options and my two directorships, and seek the approval of Kavirath's board, as my terms of appointment require.
Because I am managing director of a listed company, the SEBI Listing Regulations allow me to serve as an independent director of no more than three listed entities. I intend to hold only one while I remain an executive. If a conflict arose after appointment, for example because the company began buying from or selling to one of our automotive customers, I would disclose it at once, stay out of the relevant discussions and offer to step down if the relationship was likely to continue. Time is the other conflict. Our results calendar and plant reviews are fixed a year ahead, so I would agree board dates a year ahead too and protect twenty-five days genuinely, including preparation and plant visits.
My independence statement
I lead Kavirath Auto Systems Limited as its managing director and own shares and stock options in it. Any company I joined as an independent director would need to have no material commercial, financial or family link with Kavirath, the Ghaisas family or me, and I would set out every interest in writing before a nomination committee considered my name. The judgement under section 149(6) of the Companies Act belongs to the appointing board, made on what I disclose.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Risk Management Committee, once I have served a year on it |
|---|
| Ready to join | Nomination and Remuneration Committee · Risk Management Committee · Audit Committee · Corporate Social Responsibility Committee |
|---|
Board and committee exposure
Served as a director
Kavirath Auto Systems Limited
Board of directors: strategy, capital allocation, related-party matters, succession and results
April 2021–present
Managing director and executive member of the board of a listed company; attends every board meeting and votes as a director, with the conflicts of an executive disclosed.
Member of a committee
Kavirath Auto Systems Limited
Risk Management Committee: customer concentration, technology transition, labour relations and supply disruption
April 2021–present
Member of the committee; helped rebuild its risk register in 2022 around the risks named here and reports on each twice a year.
Member of a committee
Kavirath Auto Systems Limited
Corporate Social Responsibility Committee: skills training and community health near the plants
April 2021–present
Member of the committee; proposed the shift of CSR spending towards technical training for young people in the districts around our plants.
Presented to the Board or a committee
Kavirath Auto Systems Limited
Audit Committee: operational results, related-party transactions and internal audit findings on plants
April 2021–present
Attends as an invitee and presents management's position on related-party proposals and plant audit findings; not a member and does not vote.
Served as a director
Kavirath Europe B.V.
Board of the wholly owned European subsidiary
March 2023–present
Director in an executive capacity, approving the subsidiary's budget, accounts, customer-contract authorities and warehouse arrangements.
Presented to the Board or a committee
Kesmore Forgings Limited
Board of directors: export strategy and the machining investment
2013–2017
Presented the export and off-highway business plan to the board twice a year as business head; no board role.
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 2
- Sectors
- Electrical equipment and power-transmission products · Pumps, motors and industrial machinery · Building products with large manufacturing plants · Consumer durables made in India at scale
- Company type
- NSE or BSE-listed manufacturer outside the automotive supply chain, often family-controlled, with a large workforce and no business relationship with Kavirath, its customers or the Ghaisas family
- Company stage
- Established company facing a technology, market or ownership transition, such as a generational handover in the promoter family or a shift in its main product
The seat I am pursuing
I am pursuing one independent directorship at an NSE or BSE-listed manufacturer outside the automotive supply chain, probably with revenue between ₹2,000 crore and ₹10,000 crore, that is going through a technology or market change of its own: an electrical-equipment maker adjusting to the energy transition, a pump or motor manufacturer, a building-products company, or a consumer-durables maker with large plants. Many such companies are family-controlled, employ large workforces and depend on a few large customers or channels, which are the problems I know best.
I would be most useful on a Nomination and Remuneration Committee and a Risk Management Committee, and I would be ready to chair the Risk Management Committee after a year as a member if the board wished. I would also serve as a member of an Audit Committee. I am not looking for a seat for its title, and I would not want to be appointed to make up a number. I would rather join a board that expects its independent directors to visit plants and to disagree with management on the record.
Governance learning and readiness
IICA Independent Directors’ Databank: Exempt
I registered with the IICA Independent Directors' Databank in 2025. The rules exempt certain people from the online proficiency self-assessment test, including those who have served for a specified period as a director or key managerial personnel of a listed company, and my years as Kavirath's managing director meet that condition; the exemption is recorded on my registration. I have still worked through the databank's material on company law and securities regulation, because my board experience is as an executive director, not an independent one. Registration does not make me independent of any particular company, and it does not entitle me to an appointment.
- IICA databank registration in 2025, with the test exemption recorded, and self-study of its company-law and securities-regulation material
- Five years on the Kavirath board as managing director, and membership of its Risk Management and Corporate Social Responsibility Committees
- Every Kavirath Audit Committee meeting since April 2021 attended as an invitee for related-party and operational items
- A structured programme with Kavirath's company secretary on Schedule IV of the Companies Act, the committee requirements of the SEBI Listing Regulations and the rules on related-party transactions