Reference: GILA/ID/PE-054/AHOUSE
Board seat: Independent Director, Non-Executive
Primary board location: Ahmedabad with project and customer-site visits
Meeting model: Six boards, quarterly Audit/Risk and investment reviews
Mandate type: PE/VC-Backed Company Governance Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A PE-controlled private developer of affordable and mid-income housing in tier-two western Indian cities, using project SPVs and landowner joint ventures.
Gross development value is ₹6,000–8,000 crore. The sponsor targets a strategic sale or capital-markets transaction in three years; promoters remain responsible for land and local execution.
The board problem and strategic reason for appointment
The independent seat must manage sponsor return objectives, promoter land relationships, customer delivery and project cash. Related land transactions and completion funding require entity-level judgement.
The board is not buying a credential. It is appointing an independent decision-maker who can convert this problem into a governed sequence of choices, evidence and accountability. Success will be judged by the quality of decisions and control improvement, not by the number of recommendations made.
Board position, authority and interfaces
Independent director and Chair of Audit/Risk; member of Investment Committee for new projects and land/JDA approvals.
The appointee will have direct, unfiltered access to the Company Secretary and to the relevant control-function leaders. Any advisory support requested by the board must remain management-executed: the director sets questions, tolerances and evidence standards, but does not become an executive or consultant.
First 12–18 month strategic charter
- Establish project-SPV cash, completion-cost and escrow reporting; independently review promoter/related land and service transactions; define investment gates for title, approvals, sales velocity and funding; oversee customer delivery, construction quality and downside options for slow projects
- Clarify how statutory-board duties interact with reserved matters, investor consent rights, founder control, information rights and the path to exit; record where the independent director must arbitrate rather than align.
- Build a board pack that reconciles growth narrative with cash, unit economics, customer concentration, control maturity and downside runway under a delayed fundraise or exit.
Decision profile sought
Essential evidence
- Real estate, housing finance, project investment, construction or audit leader with PE governance; related-party independence; project cash depth
Differentiators
- Distressed-project completion, fund exit or affordable-housing regulation; experience saying no to sponsor/promoter transaction
GILA will assess growth-stage or buyout governance, fluency in shareholder-agreement mechanics, independence from both fund and founder, and experience when the plan did not work. Candidates should expect a case discussion based on an ambiguous board decision from this mandate, not a career-history interview alone.
Independence, suitability and downside diligence
The search will apply Section 149(6), Sections 164–165, Schedule IV and the applicable listing or sector rules to the entity’s legally verified status at the appointment date. Databank/proficiency status, listed-entity directorship and committee ceilings, pecuniary relationships, relatives’ interests, recent audit/advisory work and interlocking directorships will be checked. The appointment is subject to formal legal and secretarial confirmation; this posting is not a substitute for that determination.
Mandate-specific screens: Sponsor, promoter, landowner, broker, contractor or lender relationships; investment in project catchments; transaction-linked compensation.
Before accepting the seat, the candidate will receive under NDA the latest board composition, committee charters, material litigation/regulatory schedule, related-party map, last audited accounts, current D&O policy and the specific risk papers necessary to make an informed liability assessment.
Twelve-month outcomes
The board expects a board that can make difficult financing, founder and scaling decisions without confusing investor preference with company interest. For this particular seat, the evidence will be:
- SPV cash and completion exposure controlled; related transactions independently benchmarked; investment/exit choices record company interest and customer obligations
Commitment, protection and economics
- Expected load: 22–28 days annually.
- Terms: Three-year appointment; cash fee and chair differential; no transaction success fee; D&O and indemnity mandatory.
- Protection: Appointment letter, deed of indemnity where legally available, appropriate D&O cover including discovery/run-off terms, access to independent advice under the board-approved protocol, and complete minuting of dissent.
- Equity: No stock options where the appointment is legally an independent-director seat subject to Section 149(9). Any private-company structure outside that perimeter will be expressly classified and separately advised; no equity is implied by this posting.
Search process
Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.