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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.)

Bad Roads, Ugly Politics


The pathetic state of roads in Mumbai city as well as its suburbs has made daily commute a dangerous affair. The residents are miffed with the BMC over its lackadaisical attitude. Mumbaikars tweet photos, post videos to grab attention, but everything is in vain. Who cares for the common people. Backbreaking journeys have become part and parcel of life. Political leaders are busy mud-slinging.


This year the monsoon took a break after almost four and half months. During this time some of the roads virtually became non commutable. It may be recalled that the Chief Minister Eknath Shinde first announced to make Mumbai roads pothole free.


Its almost two years now the BMC has concretised only 9 percent of roads it planned to concretise. This decision was taken when it came to light that due to the properties of bitumen in asphalt roads, potholes are a regular occurrence due to contact with water during monsoons.


Hence, to solve the problem of potholes, the corporation has adopted a policy of cement concreting of 6-meter-wide roads in phases. The decision was taken but the dilly-dallying affair made things more difficult.


Mumbai’s traffic does put a lot of strain on roads which is not the case in the other developed countries. Second most important aspect is concretisation of roads is done partly and in phases.


The worst problem which is faced is repeated digging for cables and drainage, which weakens the roads. Above all corruption in BMC makes matters worse as a result everything comes to grinding halt.


According to experts, repairing potholes is a reaction with symptomatic treatment. By and large we are dispensing superficial treatment without addressing the root cause. The long-term solution will be to have roads with no potholes but what we need is the means and technology to achieve this. But for this political will is necessary which we lack on every step.


Mumbaikar’s are convience that corruption in the municipal corporation is the main reason. Contractors have had a monopoly over the last 20 years and this is the reason why reputed companies never come ahead for these projects.


As a result, in the name of attendance and repair, the BMC does shoddy work. Crores are spent but the end result is nothing. The BMC is not paying attention to the crust. If the crust is weak, potholes will see an increase. Without any thought or technical know-how, potholes are filled with cold mix.


This is the reason why the city and suburbs continue to have craters on the roads.


Craters, a serious threat to the safety and security of people. Mumbaikars fade up from their repeated visits to orthopedic surgeons.


They are in a mood to teach a proper lesson to those who were at the helm of the affairs.

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