Reference: GILA/ID/URG-010/WARE
Board seat: Independent Director, Non-Executive
Primary board location: Mumbai with assets across NCR, Pune and Chennai
Meeting model: Risk Committee every six weeks during transition; five board meetings
Mandate type: Immediate Regulatory Vacancy Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed logistics-real-estate platform owning and operating large industrial and fulfilment parks through project SPVs, with domestic institutional capital and global tenant exposure.
Gross asset value is ₹9,000–12,000 crore. The incumbent Risk Chair exceeded the group’s revised overboarding policy and stepped down from committees with immediate effect.
The board problem and strategic reason for appointment
The vacancy coincides with refinancing, two large tenant renewals and monsoon remediation at a major park. The incoming director must understand both real-estate leverage and operational continuity; a generic finance seat will miss the asset-level risk.
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
Chair of Risk; member of Audit for SPV guarantees, valuations and covenants; attendance at investment-committee reviews for acquisitions.
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
- Take ownership of the open risk register and distinguish urgent safety/covenant issues from routine actions; review SPV debt, cross-defaults, guarantees and refinancing headroom; challenge valuation assumptions for lease renewal probability, cap rates and tenant incentives; oversee fire, flood, roof-load and business-continuity assurance at the largest assets
- Restore the affected board and committee composition on a documented timetable, while preserving decision validity and escalating any matter that should not proceed during the vacancy.
- Conduct a rapid handover review of open committee actions, whistleblower matters, regulatory correspondence and prior dissent so urgency does not erase institutional memory.
Decision profile sought
Essential evidence
- Logistics real estate, REIT/InvIT, infrastructure finance or asset-management executive; committee-chair capability; available immediately for site and lender work
Differentiators
- Property valuation and structured-debt literacy; operational loss or disaster-recovery experience across industrial assets
GILA will assess immediate availability, clean independence, calm judgement in a compressed appointment process, and the exact committee competence lost with the outgoing director. 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: Ties to valuers, lenders, anchor tenants, developers or sponsor funds; ownership in competing logistics parks; inability to attend near-term refinancing meetings.
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 compliant, fully functioning board without a rushed compromise on competence or independence. For this particular seat, the evidence will be:
- Risk ownership transferred with no overdue critical item; refinancing downside and asset covenants visible monthly; largest-site critical controls independently tested and closed
Commitment, protection and economics
- Expected load: 12–16 days in first quarter; 22–28 annually.
- Terms: Five-year or remainder term as advised; chair fee; asset and securities D&O cover with run-off.
- 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.