Raghav Chandra · Chief Financial Officer · India
| Capacity | Committees |
|---|---|
| Ready to chair | Audit Committee, after a year as a member |
| Ready to join | Audit Committee · Risk Management Committee · Stakeholders Relationship Committee |
I am pursuing one independent directorship at a listed company, probably with revenue between ₹1,500 crore and ₹8,000 crore, in a regulated business outside generics: a hospital or diagnostics group, a medical-device maker, or a speciality chemicals or ingredients company that sells to regulated export markets. Those businesses share the problems I know best: inspections that can change revenue overnight, Ind AS judgements on inventory and intangible assets, and a promoter or founder who needs independent challenge delivered with respect.
I want to join the Audit Committee and, after a year, chair it if the board wishes. I would also be useful on a Risk Management Committee. I am not seeking a seat to make up a quorum, and I would not take a second independent directorship while I remain an executive. The SEBI Listing Regulations would allow more listed seats than that, but my employer and the company deserve my full attention.
Presented to the Board or a committee
Board of directors: quarterly results, annual budget, capital allocation and the warning-letter response
July 2020–present
Presents management's financial recommendations at every board meeting; not a director of the company and holds no vote.
Presented to the Board or a committee
Audit Committee: financial results, Ind AS judgements, related-party approvals and internal financial controls
July 2020–present
Attends every meeting as an invitee and presents results, provisions, impairments and related-party papers; not a committee member.
Reported to a committee
Risk Management Committee: currency, supply concentration and regulatory-event financial exposure
April 2021–present
Reports twice a year on treasury, starting-material concentration and the financial effect of inspection outcomes.
Served as a director
Board of the wholly owned US subsidiary
September 2020–present
Director in an executive capacity, approving the subsidiary's accounts, customer-contract authorities and banking arrangements.
IICA Independent Directors’ Databank: Proficiency assessment passed
I registered with the IICA Independent Directors' Databank in 2024 and passed its online proficiency self-assessment test in early 2025. I chose to take the test rather than examine whether my years as a key managerial person might exempt me, and the preparation on company law and securities regulation was useful in itself. Neither registration nor the test makes me independent of any particular company, and neither entitles me to a seat.
I would bring to a board the habits of a CFO who has spent six years on the other side of an Audit Committee table in a promoter-led listed company. I know what a management paper tends to leave out when it wants approval, because I have written papers under that pressure and tried not to. I would bring a working command of the Ind AS judgements that most often decide results in manufacturing businesses: inventory provisions, impairment of intangible assets, revenue deductions and the presentation of one-off costs. I would also bring experience of regulated manufacturing, where the state of a laboratory or a set of records can matter more to next year's revenue than any market forecast.
The SEBI Listing Regulations require 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 an independent director in the chair; section 177 of the Companies Act sets its own composition rules. I would meet the expertise requirement, and I would be ready to chair the committee after a year as a member, once I understood the company's businesses, its auditors and its control environment. I would not ask to chair it on arrival.
I would also bring a willingness to disagree with a promoter on the record. At Meruvel I recommended phasing a backward-integration investment that our executive chairman wanted in full, and I recommended related-party lease terms the promoter group did not welcome. In both cases the working relationship survived because the disagreement was made in a paper, with evidence, rather than in a corridor. An independent director in a promoter-led company needs the same discipline, with more distance and less information than a CFO enjoys.
In 2023 a promoter-group company that owns one of our Hyderabad warehouses proposed a nine-year renewal at a rent 18 per cent higher than the expiring lease. Related-party transactions need the Audit Committee's prior approval, and the paper was mine to write. I commissioned an independent rental benchmark, which put comparable warehouses between 5 and 7 per cent above our existing rent. I recommended a 6 per cent increase and a three-year term with a market review, rather than nine years at the proposed rate. The committee approved my terms; the promoter-group company accepted them after two months of discussion. The lesson I would take to another board is that a related-party approval is only as good as its independent evidence, and that a shorter term is often a better protection than a lower price. I would ask management for both, every time.
In 2019, before I returned, Meruvel bought the rights to a group of US products from a smaller American company. By 2023–24 price erosion in two of them meant that, under Ind AS 36, the recoverable amount of those rights was below their carrying value. Our managing director preferred to wait for a pending launch that might have supported the valuation. I recommended recognising a ₹72 crore impairment that year, because the launch was uncertain and the erosion was not. The statutory auditors agreed with the analysis, and the Audit Committee accepted it. Our results that year were weaker for it. As a director I would ask for exactly this kind of paper: the judgement, the alternative management preferred and the evidence that decided between them, presented before the auditors raise the question rather than after.
When the USFDA warning letter for Unit III arrived in May 2022, two decisions had to be made within days. The first was the provision for batches on hold, which I set at ₹46 crore after reviewing each batch with the head of quality. The second was the wording of our disclosure to the stock exchanges. Our investor relations draft emphasised continuity of supply. I insisted that it also state that the plant supplied 31 per cent of our US revenue and that approvals for pending applications referencing the site were unlikely until it was cleared. The share price fell sharply that day. Over the following two years, investors told us that the plain first disclosure was why they trusted the later updates. On a board I would test every early disclosure against the question an investor will ask six months later.
I would spend the first three months reading and listening. I would read three years of Audit Committee and board minutes, the statutory auditors' reports including their key audit matters, the internal audit plan and its findings, and the related-party register with the approvals behind it. I would visit at least one plant and one warehouse, because the controls that matter most in a manufacturing business are physical as well as procedural. I would ask to meet the statutory and internal auditors without management present, which good committee practice allows for.
For the rest of the year I would serve as a member and not seek the chair. I would want to understand how the committee and management divide their work, which judgements recur each quarter and where the company's own definition of materiality sits. At year end I would ask the committee chair and the board chair for direct feedback, and I would use the board's own evaluation to test whether my questions had been useful or merely numerous.
My first obligation is to Meruvel, where I am a full-time executive. I would not join the board of any generics, API or formulation company, any contract manufacturer, or any supplier, customer or distributor of Meruvel, and I would decline any company with a material relationship with our promoter group. Before accepting any seat I would disclose my Meruvel shareholding and my one subsidiary directorship, and seek the consent of Meruvel's board.
If a conflict arose after appointment, for example because the company began a commercial relationship with Meruvel, I would disclose it at once, recuse myself from the relevant discussion and offer to step down if the relationship was likely to recur. Time is the other conflict. Meruvel's results calendar and the external company's will overlap each quarter, so I would agree meeting dates a year ahead and keep thirty days genuinely free, including preparation, rather than promise more than I can give.
I am a full-time executive of Meruvel and hold its shares through an employee stock option scheme. I would accept an independent seat only at a company with which Meruvel, its promoter group and I have no business, family or financial relationship of substance, and I would disclose everything relevant before any appointment is considered. Whether I meet the criteria in section 149(6) of the Companies Act for a particular company is for that company's board to judge on the facts I disclose.