Reference: GILA/ID/TRN-078/DAIRY
Board seat: Independent Director, Non-Executive
Primary board location: Ahmedabad with milk-shed and plant visits
Meeting model: Monthly boards for six months, weekly cash and seasonal operations reviews
Mandate type: Distress, Restructuring & Turnaround Board Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A family-controlled public dairy processor selling liquid milk, value-added products and ingredients through farmer procurement and distributor networks.
Revenue is ₹3,000–4,500 crore. A new powder plant, weak ingredient prices and distributor credit have strained cash and delayed farmer/vendor payments.
The board problem and strategic reason for appointment
The turnaround must protect milk procurement trust and food safety while correcting product mix, inventory and capex. Blanket working-capital cuts would destroy the supply base.
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; Chair of Turnaround/Risk and Audit member; interfaces with lenders, procurement and quality.
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
- Create 13-week cash prioritising farmer, safety and critical utility obligations; re-underwrite SKU/channel contribution including cold-chain and returns; decide powder-plant run, mothball or contract-processing options; review distributor credit, milk procurement incentives and related-party logistics/property
- Establish a rolling 13-week cash view, decision rights for constrained liquidity, covenant and security visibility, and a board protocol for transactions that could prejudice creditors or minority shareholders.
- Challenge the turnaround thesis plant by plant, contract by contract or route by route; separate reversible operating underperformance from structural value destruction and preserve optionality.
Decision profile sought
Essential evidence
- Dairy/food operations, turnaround CEO/CFO, lender or supply-chain leader; cash control; farmer and food-safety judgement
Differentiators
- Commodity dairy cycle, plant ramp recovery or distributor-credit reset; family-business stress governance
GILA will assess cash-led turnaround judgement, creditor and insolvency awareness, personal composure under liability risk, and a record of making defensible decisions with incomplete information. 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: Farmer organisation, distributor, lender, related logistics, buyer or competitor ties; commodity trading interests; success fee.
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 liquidity control, a credible restructuring path and a board record demonstrating informed, conflict-aware decisions in the company’s interest. For this particular seat, the evidence will be:
- Payment and procurement stability restored; SKU/plant decisions improve cash; quality and farmer trust remain within agreed indicators
Commitment, protection and economics
- Expected load: 35–45 days in first year.
- Terms: Short renewable term; enhanced fixed fee; food/product, environmental and D&O/indemnity.
- 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.