Reference: GILA/ID/PE-052/RENOV
Board seat: Independent Director, Non-Executive
Primary board location: Bengaluru with project and vendor visits
Meeting model: Seven boards, quarterly Audit/Risk and consumer-case 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 VC-backed managed marketplace for home interiors and renovation, combining design software, contractor networks, material procurement and project guarantees.
Annual booked value is ₹3,000–4,500 crore across major metros. Investors seek a path to profitability while founders propose faster city expansion and a larger warranty promise.
The board problem and strategic reason for appointment
The independent director must arbitrate growth, customer obligations, contractor economics and cash. Revenue timing, project delays, escrow-like customer collections and warranty liabilities need governance before the next round.
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
Contractual independent seat and Chair of voluntary Audit/Customer Risk Committee.
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
- Reconcile booked value, recognised revenue, cancellations and project cash by cohort; govern customer collections, milestone release and contractor solvency; test warranty provision and defect recurrence by material/vendor; set city-expansion gates based on project completion, contribution and complaint closure
- 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
- Consumer marketplace, construction services, project operations or finance leader with growth-board experience; customer and cash judgement
Differentiators
- Turnaround of a negative-working-capital service model; consumer redress or warranty operations; down-round governance
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: Vendor, contractor, investor, founder or competitor relationships; real-estate brokerage interests; personal projects with company vendors.
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:
- Cohort economics include delays and warranty; customer money and contractor exposure controlled; expansion follows evidence-based city gates
Commitment, protection and economics
- Expected load: 22–30 days annually.
- Terms: Three-year initial term; fixed cash fee; any option grant separately advised; strong consumer/professional D&O and 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.