Reference: GILA/ID/DEBT-080/ROADSPV
Board seat: Independent Director, Non-Executive
Primary board location: Mumbai with corridor asset reviews
Meeting model: Five boards, quarterly Audit/Risk and annual lender/asset deep dive
Mandate type: HVDLE and Debt-Listed Governance Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A debt-listed road holding company owning multiple operational toll-road SPVs with project debt, upstreaming restrictions and sponsor-level listed bonds.
Consolidated enterprise debt exceeds ₹10,000 crore. Traffic mix, major maintenance, concession extensions and refinancing determine holding-company liquidity.
The board problem and strategic reason for appointment
The board must prevent consolidated averages from concealing an SPV unable to upstream cash. Security, distribution tests, maintenance reserves, traffic leakage and related O&M contracts need creditor-grade oversight.
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 Audit/Risk; member of Related-Party Committee where constituted; interfaces with debenture trustees and traffic/technical advisers.
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 waterfall from toll gate to bond service; review concession, debt and distribution lock-ups at each SPV; validate traffic, tariff, major-maintenance and lifecycle assumptions; independently review sponsor/group O&M, management fees, guarantees and asset transfers
- Treat debt investors as governance stakeholders: establish oversight of covenant headroom, security perfection, cash waterfalls, rating sensitivities, asset-liability mismatches and disclosure of payment risk.
- Build the Chapter VA/other applicable debt-listing governance calendar around the entity’s actual classification, with related-party, committee, D&O and disclosure requirements legally validated at appointment.
Decision profile sought
Essential evidence
- Road/infrastructure finance, project lender, InvIT or treasury leader; HVDLE/debt governance; entity-level cash and RPT judgement
Differentiators
- Traffic forecasting, trustee or stressed project-debt experience; portfolio refinancing
GILA will assess treasury and creditor judgement, debt-capital-markets literacy, related-party independence and the ability to challenge a sponsor whose equity incentives differ from creditor protection. 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: Sponsor, O&M vendor, lender, trustee, traffic adviser or competing road fund interests; bond holdings creating bias.
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 predictable debt governance, defensible related-party decisions and early board visibility of any threat to servicing or security. For this particular seat, the evidence will be:
- No hidden upstreaming dependency; maintenance and debt reserves funded; related transactions and rating sensitivities reported with independent evidence
Commitment, protection and economics
- Expected load: 22–28 days annually.
- Terms: Five-year/tailored term; chair differential; debt-securities and D&O cover.
- 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.