My contribution to a board
A board would gain from me the habits of someone who has spent a career asking whether the other side of a contract can pay. I have done it as a lender's analyst, as a developer raising debt, as a supplier waiting eleven months for a state utility and as the CFO of a listed company that sells a fixed price for twenty-five years. Most companies with long-term contracted revenue carry the same question somewhere in their accounts, and it is easy for an Audit Committee to see it only as a line in the receivables note.
I would also bring a working command of the Ind AS judgements that decide results in capital-heavy businesses: when a claim against a counterparty may be recognised, how long-lived assets with ageing equipment are tested for impairment, how hedge accounting should reflect a currency exposure, and how covenant tests affect the classification of debt. I have written the papers on those questions for five years and know where management papers tend to be thin.
The Companies Act and the SEBI Listing Regulations expect every member of a listed company's Audit Committee to be financially literate and at least one to have accounting or related financial-management expertise, with two-thirds of members independent and an independent director in the chair. I would meet the expertise requirement. If a board needed an Audit Committee chair from my first meeting, I would accept, provided the company arranged an induction with its auditors and internal auditors before the first results the committee had to review; otherwise I would prefer a year as a member. I would equally be ready to chair a Risk Management Committee.
Finally, I would bring a record of disagreeing in writing. I have opposed a chairman's growth ambition, a CEO's preferred accounting and our bankers' advice before a listing, each time in a paper rather than a corridor, and each working relationship survived.
My first year on a board
My first quarter would be for reading and visits. I would read three years of board and Audit Committee minutes, the auditors' reports and key audit matters, the internal audit plan with its open findings, the related-party register and every financing agreement with a covenant that could be breached. I would visit at least two operating assets and meet the people who bill and collect from the company's largest customers, because receivables are where a contracted business first shows stress. I would also want time alone with the statutory and internal auditors, with no executives in the room.
For the rest of the year I would concentrate on three things: understanding how management reaches its significant judgements, learning where the company's counterparty and refinancing risks sit, and testing whether the board hears about them early enough to act. At the year's end I would ask the committee and the board chair for candid feedback, and use the board evaluation to judge whether my questions had changed any decisions.
Conflicts and their management
My first obligation is to Tejovan, where I am a full-time executive. I would not join the board of any power generator, transmission developer, power trader, equipment supplier or lender to the power sector, nor of any company that buys power from Tejovan or sells to it, nor of any company connected with our founding family or with Aldermoor. Before accepting a seat I would disclose my Tejovan shareholding, my four executive directorships within the Tejovan group and any relevant interest of my immediate family, and I would seek the consent of Tejovan's board.
If a conflict arose after appointment, for instance because the company began buying renewable power from us under an industrial supply contract, I would disclose it at once, stay out of the discussion and offer to step down if the relationship was likely to continue. Time is the other conflict. Our results, our lenders' reporting and the auction calendar already fill much of my year, so I would fix the company's board and committee dates a year ahead and keep twenty-five days genuinely free for it.
My independence statement
I am a full-time executive and key managerial person of Tejovan, and I hold shares in it through an employee stock option scheme. I would accept an independent seat only where Tejovan, its founding family, Aldermoor and I have no business, family or financial relationship of substance with the company, and I would set out every relevant interest before an appointment is considered. Whether I satisfy section 149(6) of the Companies Act in a given case is for that company's board to decide on what I disclose; I do not presume the answer.
Judgement in practice
01Surcharge income left out until it was collected
Our contracts entitle us to late payment surcharge on overdue bills, and by 2022 the accumulated claim was ₹412 crore. In 2021 I recommended to the Audit Committee that we recognise it only on receipt, or on a settlement that made collection near certain, because its timing and amount depended on utilities whose finances we could not influence. The statutory auditors accepted the policy and later reported receivables from state utilities as a key audit matter. When we settled with the larger utility in 2022 and waived ₹148 crore of surcharge, nothing had to be reversed. On a board I would ask the same question of any income that depends on a counterparty's later decision: what would we have to reverse if they said no?
02A transmission delay disclosed before it reached the results
In 2024 a 300-megawatt plant of ours in western Rajasthan was ready before the inter-state transmission line it depended on. Our commercial team expected the line within weeks and preferred to say nothing. I judged that a delay of more than a quarter was likely, that it would defer about ₹95 crore of revenue, and that our lenders and shareholders were entitled to know. I recommended a disclosure to the stock exchanges stating the capacity affected, the cause and our estimate of the revenue at stake, and the board approved it. The line was energised five months later. As a director I would press for the disclosure that tells investors something before the quarterly results do.
03Green bond proceeds kept away from a disputed site
When we prepared our August 2025 green debentures, the draft allocation included construction debt on a 250-megawatt solar plant in Gujarat where a group of landowners had challenged the lease terms in court. The plant was eligible as a green project, and refinancing it would have saved about ₹9 crore a year. I recommended leaving it out of the allocation until the dispute was resolved, because the bond's annual reporting would have tied our name to a project whose standing with its neighbours was contested. Our independent reviewer agreed, and we refinanced a smaller Rajasthan plant instead. On a board I would ask whether any label attached to a financing could be defended against the facts on the ground, not only against the eligibility criteria.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Audit Committee · Risk Management Committee |
|---|
| Ready to join | Audit Committee · Risk Management Committee · A sustainability or ESG committee where the board has one |
|---|
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 4
- Sectors
- Toll roads and other annuity-based infrastructure · Water and waste-water utilities · Ports, warehousing and logistics assets · Telecom towers and fibre networks
- Company type
- NSE or BSE-listed company, or the investment manager of an infrastructure trust, with long-term contracted revenue, significant borrowing and no business relationship with Tejovan, its founding family or Aldermoor
- Company stage
- An established business with a large refinancing, a regulatory change or a counterparty problem ahead of it, where the Audit Committee's work is about to become harder
The seat I am pursuing
I am pursuing one independent directorship at a listed company with revenue of roughly ₹1,500 crore to ₹10,000 crore, whose business depends on long-term contracts and long-term borrowing: a road or other annuity-based infrastructure company, a water utility, a ports or warehousing business, a telecom tower owner, or the investment manager of an infrastructure trust. These businesses share the problems I know best: a counterparty that may pay late, assets that must be refinanced several times over their lives, and accounting judgements that decide when contracted revenue becomes income.
I want to sit on the Audit Committee, and I would chair it or the Risk Management Committee if the board wished. I am not looking for a seat that merely completes a committee's numbers, and while I remain an executive I will hold only one independent directorship. The listing regulations would permit more; I would not.
Board and committee exposure
Presented to the Board or a committee
Tejovan Renewables Limited
Board of directors: results, the annual budget, the gearing ceiling, capital commitments and the 2022 listing
April 2021–present
I take the board through results, budgets and every capital commitment above ₹250 crore; I am not a member of the board and have no vote.
Presented to the Board or a committee
Tejovan Renewables Limited
Audit Committee: results, Ind AS judgements on contingent claims and surcharge income, related-party transactions and internal financial controls
April 2021–present
I attend every meeting as an invitee and write the papers on contingent assets, receivables, impairment and hedge accounting; I am not a committee member.
Reported to a committee
Tejovan Renewables Limited
Risk Management Committee: counterparty exposure, currency cover, interest-rate risk and refinancing
April 2021–present
I report each quarter on exposure limits for every utility, hedge cover and the debt maturity profile.
Served as a director
Tejovan Green Assets Private Limited
Board of the intermediate holding company for operating project companies
May 2021–present
Director in an executive capacity, with three further project-company directorships; I approve accounts, borrowings and lender documents.
Governance learning and readiness
IICA Independent Directors’ Databank: Exempt
I am registered with the IICA Independent Directors' Databank. The rules exempt certain people from its online proficiency self-assessment test, including those with a specified length of service as a director or key managerial personnel of a listed company. As CFO of a listed company since 2022, I fall within that exemption on my reading of the rules, which our company secretary checked before I registered. I have nonetheless worked through the databank's material on company law and securities regulation. Registration allows me to be considered; it does not make me independent of any company and gives me no claim to a seat.
- Registration with the IICA Independent Directors' Databank and study of its company law and securities regulation material
- Every Tejovan board, Audit Committee and Risk Management Committee meeting since April 2021, as presenter or invitee
- The 2021–22 listing, including the board's and Audit Committee's review of the offer document and its risk factors
- Quarterly sessions with our statutory auditors on key audit matters, contingent assets, hedge accounting and impairment