My contribution to a board
I would bring a board an unusual set of vantage points on one kind of risk. I have audited builders, rated their debt, lent to them and run finance for one, so I know what each side of a credit decision tends to leave out of its paper. In a capital-heavy company the questions I would ask first concern cash that is committed but not yet spent: which money is restricted, which projects are funded to completion and what happens to the plan if revenue arrives a year late.
Section 177 of the Companies Act and the SEBI Listing Regulations require an Audit Committee whose members are financially literate, with at least one member having accounting or related financial-management expertise and an independent director in the chair. As a chartered accountant who has been a listed company's CFO for almost seven years, I would meet the expertise requirement. I would serve at least a year as a member before taking any chair, and I would be equally useful on a Risk Management Committee, where my years in credit and infrastructure lending are most relevant.
I would bring a working command of the judgements that decide results in long-cycle businesses: revenue recognition under Ind AS 115, provisions for delays and disputes, impairment of land and work in progress, and the classification of restricted cash. I would also bring experience of a promoter-led board, where independent challenge is most useful when it is written down, supported by evidence and offered before a decision is announced rather than after it.
Finally, I would bring the habit of a lender: asking what a forecast's author is rewarded for, what the downside case looks like and who bears the loss if the plan slips. Boards rarely lack optimism. They more often lack someone whose job is to put a price on it.
Committee contribution
Chair and member readiness| Capacity | Committees |
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| Ready to chair | Audit Committee, after at least a year as a member · Risk Management Committee, where the board has one |
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| Ready to join | Audit Committee · Risk Management Committee · Stakeholders Relationship Committee |
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Capacity and preferences
- Time available
- 28 days per year
- Current directorships
- 2
- Sectors
- Multi-city hospital chains building new campuses · Warehousing and logistics-park operators · Hotel-owning companies · Ports and urban-transport operators
- Company type
- NSE or BSE-listed company, often promoter-led, with long construction cycles and a capital-heavy balance sheet, and no business relationship with Mridvika, its lenders or the Kirtane family
- Company stage
- A heavy investment phase, or within three years of a listing or a large refinancing, when restricted cash, covenants and project delays are most likely to reach the Audit Committee
The seat I am pursuing
I am pursuing one independent directorship at a listed company with revenue of roughly ₹1,000 crore to ₹6,000 crore, in a capital-heavy business outside real estate: a hospital chain building new campuses, a warehousing or logistics-park operator, a hotel owner, or a port or urban-transport operator. These businesses share the problems I know: long construction periods, cash committed years before it returns, lenders with covenants and, often, a founder or promoter whose ambitions run ahead of the balance sheet.
I want to join the Audit Committee and, after a year, chair it or the Risk Management Committee if the board wishes. While I hold an executive role I would accept only this one independent seat. The SEBI Listing Regulations would permit more, but a company in a heavy investment phase deserves a director who has read every paper, and Mridvika deserves a CFO who has not stretched himself across several boards.
Judgement in practice
01Revenue deferred until possession could actually be offered
In March 2023 one of our Pune towers received its occupancy certificate in the last week of the financial year. Our sales team proposed recognising revenue on all 212 homes in that year, which would have met our handover guidance. Under Ind AS 115 as we apply it, revenue follows the transfer of control, and our buyers could not take possession until final payment demands had been raised and possession letters issued. I recommended recognising revenue only for the 46 homes where possession had been offered and accepted by 31 March, deferring ₹118 crore to the following year. The statutory auditors agreed and the Audit Committee accepted the paper. We missed our handover guidance by a small margin and said so on the results call. As a director I would ask for exactly this kind of paper: what the standard requires, what management would prefer and the evidence that separates them.
02A subvention scheme the board declined
In mid-2020, with bookings collapsing, our sales team proposed a subvention scheme for two Thane launches: Mridvika would pay buyers' home-loan interest until possession. Such schemes were popular and would have lifted bookings. I recommended against it. The interest we paid would in substance reduce the price we earned; if we ever failed to pay a bank on a buyer's behalf, the buyer would still owe the instalments; and lenders and regulators had become wary of these arrangements after buyers elsewhere were left with loans for unfinished homes. The board declined the scheme and approved a smaller price reduction instead, which cost us about ₹35 crore of bookings that quarter. I would bring the same test to another board: when a sales incentive shifts risk onto the customer, ask who carries it if the company stumbles.
03A provision on land advances that management preferred to carry
In 2021 I reviewed ₹212 crore of advances Mridvika had paid to landowners between 2013 and 2019 for joint developments that had not yet begun. Three of them, totalling ₹64 crore, related to parcels where title litigation had run for more than five years and the landowners had no obvious means of repaying us. The advances had been carried at full value because each deal was still described as live. I recommended a ₹64 crore provision. Our managing director felt it would signal to the landowners that we had given up and weaken our negotiating position. We recognised the provision and kept pursuing all three; one deal has since been revived and the advance partly recovered. On a board I would ask for an age analysis of every advance and deposit, because money paid before a contract becomes enforceable is the easiest asset to overstate.
My first year on a board
My first three months would go on reading and site visits. I would work through the minutes of the board and its committees since the company's last listing or refinancing, the auditors' key audit matters, the open findings of internal audit, the related-party register with its approvals, and the borrowing documents and their covenants. I would walk the largest project under construction with its site finance team, because in a capital-heavy business the controls that matter most sit on the site, not in the head office. I would also ask for a private session with the statutory and internal auditors, with no executives in the room.
For the rest of the year I would be a member who listens more than he speaks. I would want to learn which judgements return every quarter, where the company's cash is restricted and how management reports projects that are running late. At the year's end I would ask the committee chair and the board chair whether my questions had changed any decision, and I would treat the board evaluation as a test of whether I had been useful rather than merely thorough.
Conflicts and their management
My first obligation is to Mridvika, where I am a full-time executive. I would not join the board of any real estate developer, construction contractor or building-materials supplier, of any bank or housing finance company that lends to Mridvika or to its buyers in volume, or of any company with a material relationship with the Kirtane family. Anvayi Finance, my former employer, has had no exposure to Mridvika since 2022, but I would decline its board in any case. Before accepting a seat I would disclose my Mridvika shareholding, my two subsidiary directorships and my former employment, and seek the consent of Mridvika's board.
If a conflict arose later, for example because the company began to buy from or lend to a business connected with Mridvika, I would disclose it at once, leave the room for that discussion and offer to resign if it was likely to recur. Time is the other conflict. Mridvika's quarterly results and another company's will fall in the same weeks, so I would fix meeting dates a year ahead and treat twenty-eight days as a firm commitment, preparation included.
My independence statement
My independence would depend on the company, not on me. I am a salaried executive of Mridvika and own its shares, some through stock options that have vested since 2021. A suitable company would have no commercial, lending or family connection with Mridvika or the Kirtane family, and I would set out every relationship I have in writing before any discussion went further. The board of that company, not I, would judge whether I meet the criteria in section 149(6) of the Companies Act.
Board and committee exposure
Presented to the Board or a committee
Mridvika Habitats Limited
Board of directors: results, budgets, land acquisitions, borrowing and fund-raising, including the 2022 qualified institutions placement
November 2019–present
Brings every financial recommendation from management to the board; attends as an invitee, is not a director and has no vote.
Presented to the Board or a committee
Mridvika Habitats Limited
Audit Committee: results, Ind AS 115 judgements, related-party approvals, RERA project-account audits and internal financial controls
November 2019–present
Attends every meeting as an invitee and writes the related-party papers; not a member of the committee.
Reported to a committee
Mridvika Habitats Limited
Risk Management Committee: liquidity, project cash floors, interest-rate exposure and approval delays
April 2021–present
Reports each quarter on the project cash ledger and on projects at risk of missing their registered completion dates.
Served as a director
Mridvika Bengaluru Projects Private Limited
Board of a wholly owned project subsidiary
June 2022–present
Director in an executive capacity; approves the subsidiary's accounts, joint development agreements and bank borrowings.
Served as a director
Mridvika Panvel Developers Private Limited
Board of a wholly owned project subsidiary
January 2023–present
Director in an executive capacity; approves the subsidiary's accounts, construction contracts and designated-account arrangements.
Presented to the Board or a committee
Anvayi Finance Limited
Credit committee of the board: developer exposures above management's sanction authority
April 2015–October 2019
Presented about thirty large developer-finance proposals and quarterly reviews of stressed accounts; not a member of the committee.
Governance learning and readiness
IICA Independent Directors’ Databank: Registered
I registered with the IICA's Independent Directors' Databank in March 2025 and have not yet taken its online proficiency self-assessment test. My years as the chief financial officer of a listed company may bring me within an exemption the rules provide for experienced key managerial personnel, and I have asked the IICA to confirm my position; if there is any doubt, I will sit the test. Registration does not make me independent of any company and does not entitle me to a seat.
- IICA Independent Directors' Databank registration in March 2025
- Every Mridvika board and Audit Committee meeting since November 2019, as a presenter or invitee
- Four years presenting large developer exposures to the credit committee of Anvayi Finance's board
- Annual review of RERA project-account audits with Mridvika's statutory auditors and company secretary
- Study of Schedule IV of the Companies Act and the committee and related-party provisions of the SEBI Listing Regulations