My contribution to a board
I would bring to a board the habits of a strategy officer in a promoter-led listed company: building the case for a decision, writing the case against it, and putting both before directors before they are asked to choose. Many boards treat strategy as a presentation once a year. I have spent five years trying to turn it into a sequence of decisions with numbers attached, and I know how easily a management paper presents one option as the only one.
I would bring three kinds of experience that are less common on Indian boards than they should be. The first is acquisitions and integration, from screening candidates to the months after completion when most of the value is kept or lost. The second is the economics of dependence on much larger partners: distribution platforms that carry our channels, a global streaming service that co-funds our series and, in my tower years, mobile operators that could merge or leave. The third is reading customer and audience data honestly, which I learnt counting viewers in living rooms before I learnt to model them.
I would not claim the accounting or related financial-management expertise that the SEBI Listing Regulations require of at least one Audit Committee member. I am financially literate in the sense those regulations describe, and six years as an equity analyst taught me to read accounts closely, but on an Audit Committee I would be the member who asks what the numbers assume about customers and competitors rather than the one who tests the provisions. I would be ready to chair a Risk Management Committee after a year as a member, and a strategy or investment committee where a board has one.
I would also bring a willingness to disagree on the record. At Ilavenil I have argued against the managing director's preferred acquisition and his preferred sports bid. One argument persuaded him and one did not, and our working relationship survived both because each disagreement was written down with its evidence.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Risk Management Committee, after a year as a member · A strategy or investment committee, where the board has one |
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| Ready to join | Risk Management Committee · Stakeholders Relationship Committee · Audit Committee, as a financially literate member |
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Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 1
- Sectors
- Logistics and warehousing · Education and skilling services · Regional consumer finance · Hospitality and leisure
- Company type
- NSE or BSE-listed mid-cap, often promoter-led, facing consolidation, dependence on a large partner or regional expansion, with no material relationship with Ilavenil
- Company stage
- Preparing a significant acquisition, a sector consolidation or an expansion into new states, or negotiating with a customer or partner much larger than itself
The seat I am pursuing
I am pursuing one independent directorship at a listed company, probably with revenue between ₹1,000 crore and ₹6,000 crore, outside media, entertainment and telecom. I am most interested in businesses facing the kind of question I have worked on for most of my career: consolidation in their sector, dependence on a much larger partner or platform, or expansion into regional markets where language and local habit decide what customers buy. Logistics and warehousing, education services, regional consumer finance and hospitality all fit that description.
I would like to join the Risk Management Committee and, if the board wishes, the Stakeholders Relationship Committee, and after a year I would be ready to chair a risk or strategy committee. I am not looking to make up a quorum. I would not accept a second independent directorship while I remain an executive; the listing regulations would permit more seats than one, but each company would then receive less of my attention than it deserves.
Judgement in practice
01A related-party film priced like any other
In 2024 a production firm in which a relative of our managing director is a partner offered us the television and streaming rights to three Tamil films for ₹74 crore. A transaction with a related party needs the Audit Committee's prior approval under the Companies Act and the SEBI Listing Regulations, and the CFO and I prepared the paper together. I insisted that the films be valued with the same viewing-hours model we apply to every film, and that an outside valuer review our work. Our model valued the three at ₹51 crore, and the valuer's range was close to ours. We recommended buying two of the films for ₹36 crore and declining the third. The committee approved that recommendation, and the production firm accepted it. On another board I would ask for exactly this: that a related-party proposal be measured with the company's ordinary yardstick, by someone outside the relationship, before the committee sees it.
02A break-even date moved two years later
When I prepared the board's strategy session in February 2023, the plan approved two years earlier said Ilavenil Play would break even in 2025–26. Our own data by then showed slower growth in paying subscriptions and higher costs for original series. I told the board that break-even was unlikely before 2027–28, recommended reducing spending on originals by ₹40 crore a year and proposed seeking a co-commissioning partner, which became our agreement with a global streaming service later that year. The managing director would have preferred to keep the earlier date until the next year's results were known. The board accepted the revised plan, and our investor presentation was updated the following quarter. On another board I would watch for plans whose dates survive after their assumptions have changed.
03Telling lenders before the covenant certificate
At Varanya Towers in 2017, notices from the merging operators arrived three weeks before we were due to give our lenders a quarterly covenant certificate. We still met the covenants that quarter, and our CFO preferred to deliver the certificate and discuss the exits once a settlement was in sight. I argued that the lenders would read about the merger in the financial press and would ask what we had known. Prasanna Deodhar, our managing director, agreed, and we briefed the lenders with our own estimate of the tenancy loss before the certificate went out. Two covenants were later reset at a cost of 35 basis points, without a default or a standstill. The lesson I would take to a board is that disclosure to a counterparty is part of a decision, not a step that follows it.
My first year on a board
I would spend my first three months reading and visiting. I would read three years of board and committee minutes, the last two strategy plans with a note of which of their assumptions held, the related-party register and the risk register. I would visit the company's largest sites and ask to spend a day with its sales or customer-facing teams, because the distance between a strategy paper and a customer conversation is where I usually find the questions a board should ask. I would also meet the heads of the businesses most exposed to a large partner or competitor, without the chief executive present if the chair agreed.
For the rest of the year I would serve on my committees without seeking to chair one. I would ask management for one thing in particular: that every major proposal reach the board with the strongest case against it, written by someone who believes that case. At the end of the year I would ask the chair for direct feedback, and use the board's evaluation to test whether my questions had helped the board decide or merely slowed it down.
Conflicts and their management
My first obligation is to Ilavenil, where I am a full-time executive. I would not join the board of any broadcaster, streaming service, film or music company, production house, distribution platform, telecom operator or tower company, or of any company that supplies Ilavenil with content, carriage or technology. I would also decline any company among Ilavenil's larger advertisers, since our sales team negotiates with them every year, and any company connected with Ilavenil's promoter family. Before accepting a seat I would disclose my Ilavenil shareholding, held through an employee stock option scheme, and my directorship of Ghatmatha Entertainment, and I would seek the consent of Ilavenil's board.
If a conflict arose after appointment, for example because the company began advertising heavily on our channels, I would disclose it at once, recuse myself from any related discussion and offer to step down if the relationship became material. Time is the other conflict. Our busiest months are around the festival premieres and the annual round of distribution agreements, so I would agree the board calendar a year ahead and keep twenty-five days genuinely free, including preparation.
My independence statement
I am a full-time executive of Ilavenil and hold its shares through an employee stock option scheme. I would consider an independent seat only at a company with which Ilavenil, its promoter family and I have no material business, family or financial relationship, and I would disclose everything relevant before any appointment is discussed. Whether I meet the independence criteria in section 149(6) of the Companies Act for a particular company is for that company's nomination committee and board to decide on the facts I give them.
Board and committee exposure
Presented to the Board or a committee
Ilavenil Media Networks Limited
Board of directors: annual strategy session, acquisitions, major partnerships and the content-investment framework
February 2018–present
Presents strategy, acquisition and partnership papers to the board, including every annual strategy session since 2021; not a director of the company and holds no vote.
Presented to the Board or a committee
Ilavenil Media Networks Limited
Audit Committee: acquisition valuations and related-party content purchases, presented with the Chief Financial Officer
April 2021–present
Presents the valuation basis for acquisitions and for content bought from related parties; not a committee member.
Reported to a committee
Ilavenil Media Networks Limited
Risk Management Committee: audience shift to streaming, distribution concentration and rights-renewal risk
April 2021–present
Reports twice a year on audience, distribution and rights risks, with the indicators the committee tracks between meetings.
Served as a director
Ghatmatha Entertainment Private Limited
Board of the wholly owned Marathi subsidiary
October 2022–present
Director in an executive capacity, nominated by Ilavenil; approves the subsidiary's accounts, commissioning budget and distribution agreements.
Presented to the Board or a committee
Varanya Towers Private Limited
Board of directors: tower acquisitions and the 2017 tenancy settlement
2014–2017
Presented the 2014 portfolio acquisition and the 2017 settlement with merging operators to a board that included the investors' nominee directors.
Governance learning and readiness
IICA Independent Directors’ Databank: Registered
I registered with the IICA's Independent Directors' Databank in March 2025. I have never been a director or key managerial person of a listed company, so I do not believe any exemption from the online proficiency self-assessment test applies to me, and I plan to sit the test before March 2027, within the period the rules allow after registration. Registration records my interest and my preparation. It does not make me independent of any company, and it does not entitle me to be considered for a seat.
- IICA Independent Directors' Databank registration in March 2025, with the proficiency self-assessment planned before March 2027
- Board meetings attended as a presenter since 2018, including every annual strategy session since 2021
- Study of the Code for Independent Directors in Schedule IV of the Companies Act and the committee requirements of the SEBI Listing Regulations, with Ilavenil's company secretary
- Director of Ghatmatha Entertainment, our wholly owned Marathi subsidiary, since October 2022