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By:

Rahul Kulkarni

30 March 2025 at 3:32:54 pm

Governance Is Modernization

By now, if you’ve followed this series, you’ve done something rare. You didn’t walk in and start “fixing” blindly. You understood the equilibrium. You reduced the fear of loss. You made the new way easier than the old way. You created rhythm. You built reputation and credibility. You learned to negotiate, build coalitions, digitize in small steps. And the previous article, Rahul spoke about the hidden requirement: psychological safety because without truth, every dashboard becomes theatre....

Governance Is Modernization

By now, if you’ve followed this series, you’ve done something rare. You didn’t walk in and start “fixing” blindly. You understood the equilibrium. You reduced the fear of loss. You made the new way easier than the old way. You created rhythm. You built reputation and credibility. You learned to negotiate, build coalitions, digitize in small steps. And the previous article, Rahul spoke about the hidden requirement: psychological safety because without truth, every dashboard becomes theatre. Now we close the season with the most grounded definition of “professionalization” I know. It’s not ERP. It’s not fancy roles. It’s not a new org chart. Because when power is unclear, everything else becomes unstable. Which seat are you stepping into? • Inherited seat: you may have formal authority, but decision rights are often still “family-managed”. • Hired seat: you may have responsibility without authority. That is the fastest path to frustration. • Promoted seat: you may have influence, but your boundaries are fuzzy, and that creates daily conflict. Different seats. Same reality: the business runs on invisible boundaries. The property boundary line Think about a property boundary line between two neighbors. When the line is clear, people may still argue but disputes are limited. When the line is unclear, every small thing becomes a fight: • “This is my parking space”. • “That tree is mine”. • “This wall belongs to who?” In a company, decision rights are the boundary line. If the boundary is not clear: • approvals become political • escalation becomes emotional • responsibility becomes a trap • people start bypassing • and “urgent” becomes the excuse for everything This is why modernization fails even after you digitize. Because digitization creates visibility, and visibility creates conflict if authority is still fuzzy. Governance sounds heavy, but it’s actually simple When people hear “governance”, they imagine board meetings and legal language. In MSMEs, governance is much simpler: Who can decide what, within which limits, and what happens when there is a conflict. That’s it. If you can answer those three questions, you’re already professionalizing. Why governance matters more in family-influenced firms In many Indian MSMEs, decisions are not purely operational. They are emotional and relational. A pricing exception may be linked to a relationship. A hiring decision may be linked to loyalty. A capex purchase may be linked to ego and legacy. This is not “wrong”. It’s just real. But when the company starts growing, this style doesn’t scale. It creates confusion: • managers don’t know what they can commit to • teams don’t know whose instruction to follow • the owner gets dragged into everything • and the new leader becomes the “bad cop” without any real authority There’s a light-touch academic way to describe this too: Jensen and Meckling wrote about “agency” issues … when decision-makers and owners have different incentives. The fix is not more control. The fix is clearer decision rights. The three decision rights that change everything If you do only three things in governance, do these: 1. Pricing authority Who can approve discounts? Under what limits? What is the exception path? 2. Capex thresholds Who can approve spending? Up to what amount? What needs owner approval? What can be delegated? 3. Hiring approvals Who can hire? Who can approve headcount? What roles require founder/family sign-off? These three create a surprising amount of stability. Why? Because they cover money, investment, and people … the three biggest emotional zones in MSMEs. What happens when these rights are not clear? You’ll recognize these symptoms: • people take decisions and later say “I thought it was okay” • approvals happen through WhatsApp messages that nobody can trace • the owner says “Why did you do this?” after the fact • managers get blamed for decisions they didn’t have the authority to make • teams bypass the system because “it’s urgent” • and your new “process” becomes optional again It’s not because people are undisciplined. It’s because the boundary line is not drawn. Field Test: Negotiate and document three decision rights This week’s field test is not a workshop. It’s a negotiation. If you try to enforce governance without safety, people will hide. If you try to digitize without governance, conflict will explode. This 12-articles season wasn’t about “fixing operations”. It was about how an incoming leader enters a legacy MSME without triggering immune response and then builds rhythm, credibility, coalition, safe digitization, and finally governance. Now that you can enter the system and steady it, the next macro-arc becomes obvious: How do you build the middle layer that sustains it … so the company doesn’t fall back into founder-dependence? That’s where real scale begins. (The writer is a co-founder at PPS Consulting. He is a business transformation consultant. He could be reached at rahul@ppsconsulting.biz.)

Knives out in legislature

Updated: Mar 21, 2025

Disha Salian

Mumbai: Death of celebrity manager Disha Salian in 2020 once again rocked the Maharashtra legislature on Thursday. While cabinet ministers Nitesh Rane and Shambhuraj Desai demanded that Shiv Sena (UBT) leader Aditya Thackeray be arrested in the case, BJP MLA Amit Satam in the assembly and another BJP member Chitra Wagh in the council demanded that the report of SIT to probe Salian’s death be made public.


Incidentally, amidst repeated disruptions in both the houses, some members from the treasury benches were seen speaking in favour of Aditya Thackeray, while Shiv Sena (UBT) members like Adv Anil Parab were seen supporting the BJP members’ demand that the report of the SIT probe be made public. In addition, there were allegations and counter allegations and personal accusations among members from the treasury and opposition benches which led to heated debate on occasions.


The opposition termed the attempts from the treasury benches to link Shiv Sena (UBT) leader Aditya Thackeray’s name in the case, as a ‘conspiracy’.


“I think this matter has gone to the court. We have no idea what he (Disha’s father) has said, but Aaditya Thackeray is a mature leader, a young leader. The Bharatiya Janata Party is conspiring to defame him by putting pressure on him. We don’t need to answer to this conspiracy. The court will answer,” Ambadas Danve said.


Earlier in the day, when the house gathered for the business, Minister of State for Home appraised the assembly of the status in this case. “SIT has been formed to probe in the case. Their report has not been received as yet. However, the government shall act according to directives from the court,” the minister told the house.


Another BJP minister Nitesh Rane, however, said that since Satish Salian has levelled allegations against an MVA minister, that leader be treated like a common person and that everybody should be treated equally before the law. Shiv Sena minister Shambhuraj Desai too supported the demand. “Since the allegations are grave, the person in question should be immediately arrested and the case be investigated,” he said.


Later, while speaking to media in the legislature premises, Rane asked Uddhav Thackeray to come clean on the issue. “If they say that we are politicizing the issue, Uddhav Thackeray should also tell the people why he had called, not just once but twice, to the then union minister Narayan Rane urging him to save his son?” Rane said.


He also accused the opposition of shying away from coming clean on the issue. “If they feel that we are not telling the truth, they should say so in the house. But they are shying away from doing so. Bhaskar Jadhav, who is always aggressive, was nowhere to be seen when this issue came up in the house. Sunil Prabhu too escaped the house under the pretext of a phone call. I challenge them to say that whatever I said on the issue is wrong,” Rane said.


He also said that Aditya Thackeray should resign on moral grounds till his name is cleared in the case.


BJP MLA Amit Satam demanded that the details of the SIT probe be made public so that the people would know if the probe is headed in right direction.


Interestingly, while the ruling parties were targeting the opposition in the case, senior BJP leader Sudhir Mungantiwar surprised all with his unexpected support to Thackerays. “I do not have any evidences in the case. But if her father has made any fresh allegations that needs to be investigated thoroughly. The assembly can discuss the issue at length tomorrow. In the meanwhile, members like Rane, who seem to have some evidences in the case should hand them over to the investigating agencies and help the probe,” he told the house.


Shiv Sena’s Sanjay Gaikwad and Sheetal Mhatre too toed the line and demanded that more and more evidences should come forth.


Similarly, when members of treasury benches were pushing for revealing the details of the probe till date to the public, Shiv Sena (UBT) member Anil Parab supported the demand. “Doing that shall conclusively prove the innocence of Aditya Thackeray,” he said.

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