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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.)

The Soul of Bharat on the Big Screen

Mumbai: April 4, 2025, my heart feels heavier than it ever has. The news hit me like a monsoon storm—Manoj Kumar, the towering legend of Bollywood, the man who painted patriotism across our screens, is no more. At 87, he slipped away at Mumbai’s Kokilaben Dhirubhai Ambani Hospital, leaving behind a reel of memories that flicker in my mind like a projector that won’t stop spinning. As a movie fan who grew up with his films, I’m not just mourning an actor—I’m grieving the loss of a piece of my soul, a piece of India itself. They called him "Bharat Kumar," and oh, how he earned that name.


I remember the first time I saw ‘Upkar’ (1967). I was a kid, sprawled on the living room floor, eyes glued to our old TV. Manoj ji played Bharat, the farmer who gave everything—his dreams, his love—for his country’s soil. That song, “Mere Desh Ki Dharti,” wasn’t just a tune; it was a heartbeat, pulsing with pride and sacrifice. I’d hum it walking to school, feeling like I, too, could be that noble, that selfless. He won a National Film Award for that one, and rightly so—it wasn’t acting; it was living.

Then there was ‘Shaheed’ (1965), where he brought Bhagat Singh back to life. I’d sit there, popcorn forgotten, as he roared defiance against the British, his eyes blazing with a fire that could’ve lit up the darkest colonial night. It wasn’t just a film—it was a revolution on celluloid, a call to remember the blood that bought our freedom. Manoj ji didn’t just play the martyr; he became him, and every time I watch it, I feel that lump in my throat, that sting in my eyes. It’s no wonder it snagged three National Awards—his passion was a gift to us all.


Oh, and ‘Purab Aur Paschim’ (1970)—how do I even begin? He directed and starred as Bharat again, this time wrestling with the clash of East and West, showing us the beauty of our roots while the world tried to pull us away. I’d laugh at Saira Banu’s antics, then choke up when Manoj ji stood tall, singing “Hai Preet Jahan Ki Reet Sada.” It was a blockbuster, sure, but it was more—it was a love letter to India, penned in his signature hand-over-face style. That move, mocked by some, was his shield, his quiet strength, and I adored it.

And who could forget ‘Roti Kapda Aur Makaan’ (1974)? He directed and starred as Bharat—again, because who else could?—tackling poverty, injustice, and the gut-wrenching struggle for the basics of life. I’d watch, fists clenched, as he fought for the everyman, his voice cracking with raw emotion. It wasn’t just a movie; it was a mirror to our society, a cry for change. Seven Filmfare Awards across his career, they say, but this one felt like it carried them all—his heart bled through every frame.


Then there’s ‘Kranti’ (1981), the epic that had me on the edge of my seat. Manoj ji as the freedom fighter, leading Dilip Kumar and Hema Malini through a storm of rebellion—it was grand, it was gritty, it was everything Bollywood could be. “Zindagi Ki Na Toote Ladi” still echoes in my ears, a reminder of the battles he fought on screen, battles that felt so real I’d dream of joining the fight. He didn’t just direct that film; he sculpted a monument to resilience, and I’d cheer like a fool every time he outsmarted the British.


As I sit here, flipping through these memories, I can’t help but feel cheated. Manoj Kumar wasn’t just an actor or director—he was family. Born Harikrishan Goswami in 1937, he carried the Partition’s scars from Abbottabad to Delhi, turning pain into purpose. He gave us over 50 films in a career spanning four decades, snagging the Padma Shri in 1992 and the Dadasaheb Phalke Award in 2015—honors that felt too small for a man who gave India its cinematic soul. His last role in ‘Jai Hind’ (1999) might’ve flopped, but it didn’t dim his light in my eyes.


I’d read how he met Bhagat Singh’s mother before ‘Shaheed’, seeking her blessing—can you imagine the weight of that? Or how PM Lal Bahadur Shastri urged him to make ‘Upkar’ after the 1965 war, handing him “Jai Jawan Jai Kisan” like a sacred torch? That’s who he was—a man who didn’t just entertain but carried a nation’s dreams.


Manoj ji, you weren’t just “Bharat Kumar” to me—you were the uncle who taught me pride, the friend who shared my anger, the poet who sang my hopes. Your films weren’t movies; they were my childhood, my rebellion, my tears. I’ll miss you like I miss the India you dreamed of—flawed, fierce, and forever ours. Rest in peace, sir. Om Shanti.

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