Reference: GILA/ID/AUD-025/MRO
Board seat: Independent Director, Non-Executive
Primary board location: Hyderabad and Nagpur maintenance facilities
Meeting model: Six Audit meetings, five board meetings and two hangar-control reviews
Mandate type: Audit Committee Chair & Financial Expert
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed maintenance, repair and overhaul provider servicing commercial aircraft, engines and components for domestic and overseas operators under civil-aviation approvals.
Revenue is ₹1,400–2,000 crore with high-value customer-owned inventory and long-cycle engine-shop visits. New capacity and foreign-currency material purchases are increasing accounting judgement.
The board problem and strategic reason for appointment
The Audit Committee needs a chair who understands work-in-progress, rotable parts, customer claims, warranty recoveries, foreign approvals and the gap between billed milestones and economic completion. A generic audit résumé is insufficient.
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
Audit Committee Chair; Risk member for safety, approvals and foreign exchange; private sessions with statutory audit, internal audit, quality and accountable manager.
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
- Rebuild WIP and revenue-recognition controls by work order, including customer-owned parts and teardown findings; review useful lives, impairment and traceability of rotables and tooling; test warranty, vendor-credit and customer-claim provisions against closure evidence; oversee segregation between production pressure and independent airworthiness/quality release
- Reset the Audit Committee agenda around judgement-heavy accounting, cash conversion, control exceptions, related parties, audit quality and closure evidence instead of receiving compliance presentations.
- Establish private sessions with the statutory auditor, internal auditor, CFO and whistleblower function; define escalation triggers and protect the independence of each control function.
Decision profile sought
Essential evidence
- Former CFO, audit partner or finance leader in aviation, engineering services or complex maintenance; Audit Chair experience; Ind AS 115 and inventory depth
Differentiators
- Civil-aviation approval, engine-MRO or foreign-currency procurement exposure; experience with customer-owned inventory
GILA will assess audit-chair temperament, forensic curiosity, accounting depth relevant to the business model, and the courage to slow a transaction or close when evidence is weak. 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: Current airline, lessor, OEM, parts broker or certification-body relationships; prior audit work inside look-back; financial interest in customer claims.
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 an Audit Committee that can explain the economic substance behind the numbers and prove that exceptions were closed, not narrated away. For this particular seat, the evidence will be:
- Work-order margins reconcile to physical completion; rotable inventory and traceability exceptions independently cleared; claim and warranty provisions track actual settlements
Commitment, protection and economics
- Expected load: 24–30 days annually with close-period peaks.
- Terms: Five-year term; Audit Chair differential; aviation product/professional and D&O cover.
- 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.