Independent Director — Agri & Food Supply Chain (Series A→B)

Reference: GILA/ID/SAB/2610 Board seat: Independent Director, Non-Executive — contractually constituted, not statutorily required Board meeting locations: Bengaluru, with a majority of meetings held virtually Term: Initial two years, renewable — deliberately shorter than a listed-company term Status: Live. Appointment intended to be in place before the Series B process commences.

Anonymised client snapshot

A private limited company in the agricultural and food supply chain sector, approximately five years old.

• Series A completed 18–30 months ago, in the USD 8–15 million range, led by an institutional venture fund with sector focus; a Series B raise is contemplated within the next three to five quarters.
• Revenue in the ₹150–400 crore range on a gross basis, with the gross-versus-net revenue question live and consequential — a recurring point of contention in this sector's diligence processes.
• Business model spans sourcing from farmer producer organisations and aggregators, quality grading, warehousing and distribution to institutional and modern-trade buyers, with a technology layer for traceability, procurement and working capital.
• Two founders, both operational, with a combined holding still comfortably above the investor stake; a small ESOP pool with grants outstanding to roughly twenty employees.
• Physical footprint across several states, involving mandi and non-mandi procurement, leased warehousing, and a mix of own and third-party logistics.
• Approximately 200–450 employees, plus a substantially larger contracted field and warehouse workforce.
• Burn-funded, with a runway that the board reviews monthly.

Why this seat exists — and what it is not

There is no statutory requirement for this company to have an independent director. Section 149(4) applies to listed public companies, and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 extends the obligation only to prescribed classes of public companies. This is a private limited company and falls outside both.

This seat exists because the shareholders' agreement executed at Series A provides for an independent director, to be appointed by mutual agreement between the founders and the lead investor. It has remained unfilled for over a year — which is itself the normal pattern, and the reason it is being run as a proper search now rather than filled by an introduction.

Candidates should be clear about what this means in practice:

• The board is small and consequential. Five seats: two founders, one investor nominee, one investor observer without vote, and this seat. Every meeting matters in a way that a nine-person listed board meeting does not.
• The independent director is frequently the swing voice on matters where founder and investor interests diverge — valuation of the Series B, the ESOP pool top-up and its dilution incidence, founder secondary sale, the terms of any bridge, and the treatment of departing employees' vested options.
• The liability profile is real but differently shaped. Section 149(12)'s protective limitation applies to independent directors of any company, but the SEBI LODR architecture does not apply at all. Protection here comes from the Articles, the SHA, the indemnity deed and the D&O policy — and candidates must read all four rather than assuming a regulatory floor exists.
• This is not a résumé line. The company is at the stage where the independent director's judgement on two or three decisions will materially affect whether it survives the Series B window.

The governance work, honestly stated

The company does not yet have governance. It has a board that meets, a CFO who has been in role eleven months, an audit that is compliant rather than probing, and processes that were adequate at a quarter of the current scale. The first year of this seat is institution-building, not oversight.

Charter — first twelve months

1. Establish a board operating rhythm. Papers circulated a defined number of days in advance; a standing pack format; minutes that record dissent; a decision log. This sounds trivial. It is the single highest-return intervention available at this stage, and no one else on the board will do it.
2. Constitute an audit committee, voluntarily. Not required by statute. Required by any credible Series B diligence. Chairing it, and making it real before a diligence team asks for its minutes, is a specific deliverable of this seat.
3. Resolve the revenue recognition question before the term sheet, not during it. Principal versus agent under Ind AS 115 / AS 9 as applicable, and the gross-versus-net presentation. In agricultural supply chain businesses this determines the headline revenue number by a factor of several, and having it challenged mid-diligence by an incoming investor's accountants is a valuation event. Get an independent view now.
4. Cap table and ESOP hygiene. Fully diluted cap table reconciled to the statutory registers; all grants documented with board approval, exercise price and vesting schedule; the treatment of leavers unambiguous; the pool sized realistically for the post-Series-B hiring plan rather than topped up under pressure at closing.
5. Statutory and secretarial cleanup. Filings current; board and shareholder resolutions properly recorded; Section 179 and 180 matters approved where required; SHA reserved matters actually being routed through the board; charge registrations accurate; and any historic act ratified before it appears in a diligence report.
6. The regulatory perimeter of a food and agri business. FSSAI licensing across every location and product category and the state of renewals; the applicability of state APMC and market committee legislation across each procurement geography, which varies materially state to state; Essential Commodities Act stock limits where a notified commodity is held; Legal Metrology packaging obligations; Warehousing (Development and Regulation) Act registration where warehouse receipts are involved; and pesticide residue and food safety testing discipline. A single FSSAI or residue incident is an existential event for this business and the board currently has no line of sight into it.
7. Contracted workforce compliance. Contract labour registration, PF and ESI on the contracted field and warehouse workforce, and POSH constitution across locations. This is the most commonly discovered liability in growth-stage diligence and the cheapest to fix in advance.
8. Working capital and commodity risk. Inventory position by commodity and vintage, price exposure on unhedged stock, receivables concentration and ageing with institutional buyers, and the honest runway calculation under a Series B delay of two quarters.
9. Founder dynamics. Role clarity between the two founders, decision rights, and — the question no one on this board will raise unprompted — what happens if one of them leaves. Founder vesting, restrictive covenants and the succession position should be examined while relations are good.

Eligibility

Because no statutory independence requirement applies, the company has adopted Section 149(6) as a voluntary benchmark, and candidates will be assessed against it. In addition:

• Valid DIN, active with current KYC; no Section 164 disqualification.
• Within Section 165 limits.
• IICA databank registration is not required for a private company appointment and will not be a screening criterion, though candidates who hold it are welcome.
• No investment in, advisory relationship with, or board seat at, any competing agri-supply-chain or food distribution business, and no relationship with the Series A investor's portfolio in the same segment.
• Candidates must confirm they are not concurrently in a fundraising advisory or placement role that could create a conflict during the Series B process.

Profile sought

Essential

• Someone who has operated or governed a company through the Series A to Series C stretch — as founder, operating executive, board member or investor. The specific value is knowing what breaks at ₹100 crore that did not break at ₹30 crore.
• Domain grounding in agriculture, food, FMCG distribution or supply chain at an operating level. This is a physical business with perishability, quality variance, commodity price risk and a field workforce; a purely digital-economy background will not read it correctly.
• Financial literacy sufficient to chair an audit committee and to hold a position in a revenue-recognition argument with an incoming investor's advisors.

Strongly preferred

• Experience of a down round, a bridge, or a fundraise that failed — and of how the board conducted itself. This is weighted heavily.
• Prior experience as an independent or investor-nominee director on a private company board, with a working understanding of shareholders' agreement mechanics: reserved matters, anti-dilution, liquidation preference, drag and tag, information rights, and how they behave under stress.
• Familiarity with FPO structures, agri-financing and the practical realities of mandi procurement.

What we are screening against

Candidates seeking board-seat volume; candidates whose primary interest is deal flow or investment access; and candidates who have only ever served on well-resourced boards and will find this one frustrating. We will ask directly.

Time commitment

Board meetings 6–8 per year, of which most are virtual and two in person. Audit committee 4 per year once constituted. Founder access between meetings is an explicit part of this role — expect one to two calls a month, and materially more during the Series B window.

Realistic total: 14–20 days per annum in a normal year; 25–30 in the fundraise year.

Remuneration and terms

• A fixed annual fee, payable quarterly. Private companies are not bound by the Section 197 managerial remuneration ceilings applicable to public companies, and the fee will be set at a level reflecting the genuine time commitment. Indicative range shared at first interaction.
• Sitting fees for board and committee meetings.
• Equity participation is available and expected. Section 149(9)'s prohibition on stock options applies to independent directors of companies to which Section 149 applies; for a private company outside that perimeter, the company intends to offer a modest advisory equity or option grant with time-based vesting over the term. Candidates should form their own view on whether accepting equity affects the substance of their independence — the board's position is that a small, non-performance-linked grant does not, but it will be disclosed to the incoming Series B investor.
• A written indemnity deed and a D&O policy are conditions of appointment, and candidates should not accept the seat without both. The company has agreed to put a policy in place before appointment.
• Reimbursement of travel at actuals.

Process

Introductory conversation with both founders and the lead investor separately — deliberately separately → SYMPHONY™ assessment with a growth-stage governance module → review of the SHA, Articles and last four board packs under NDA, with the candidate's observations forming part of the assessment → reference triangulation including one reference from a company that struggled → joint session with founders and investor → appointment by board resolution under the SHA.