Reference: GILA/ID/TRN-075/INFRA
Board seat: Independent Director, Non-Executive
Primary board location: New Delhi with project and lender reviews
Meeting model: Monthly boards, weekly cash dashboard and project deep dives
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 listed roads and civil-infrastructure contractor with EPC and legacy build-operate-transfer SPVs, significant arbitration claims and equipment assets.
Revenue is ₹5,000–7,000 crore. Delayed receivables, guarantee devolvement risk and several underperforming projects have triggered a consortium restructuring discussion.
The board problem and strategic reason for appointment
The board must separate recoverable claims and viable projects from optimistic accounting. Cash, guarantees, related-party subcontracting, asset monetisation and creditor equality require independent challenge.
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 Restructuring Committee and Audit/Risk member; direct access to project monitors, claims counsel and lenders.
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 legal-entity cash, security and guarantee map; validate project completion cost and claims probability independent of management targets; triage projects into complete, renegotiate, exit or litigate; govern asset sale, promoter support, intercompany flows and lender disclosures on equal information
- 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
- Infrastructure turnaround, project finance, claims, banking or insolvency leader; 13-week cash and guarantee expertise; independent-director liability awareness
Differentiators
- Consortium restructuring, arbitration monetisation or stressed BOT asset resolution; operational project completion
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: Lender, authority, claims funder, buyer, subcontractor or promoter interests; contingent transaction remuneration; adverse dispute representation.
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:
- Entity cash and guarantees fully mapped; project/claim estimates withstand independent review; restructuring milestones and conflicts documented
Commitment, protection and economics
- Expected load: 40–55 days in restructuring year.
- Terms: Short renewable term; enhanced fixed fee; maximum D&O, indemnity and independent insolvency/project counsel.
- 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.