Reference: GILA/ID/AUD-026/EPC
Board seat: Independent Director, Non-Executive
Primary board location: New Delhi with project reviews in three cities
Meeting model: Seven Audit/project meetings, five boards and site-based assurance
Mandate type: Audit Committee Chair & Financial Expert
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed engineering contractor delivering metro systems, stations, electrical packages and signalling interfaces, usually within multi-party public infrastructure contracts.
Revenue exceeds ₹7,000 crore and unbilled revenue, retention money and claims are material. Several large projects are approaching testing and commissioning simultaneously.
The board problem and strategic reason for appointment
The Audit Committee must move beyond percentage-of-completion arithmetic to challenge design responsibility, access delays, interface claims, liquidated damages and whether unapproved variations are recoverable.
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
Audit Committee Chair and member of Project Risk; authority to commission independent quantity, schedule or legal-claim review above materiality thresholds.
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
- Review estimate-at-completion governance and independent schedule confidence on every material project; separate certified, submitted and internally assessed claims in financial reporting; test subcontractor back-to-back protection, retention and bank-guarantee exposure; govern testing/commissioning interface risk and provisioning for delay or performance deductions
- Reset the Audit Committee agenda around judgement-heavy accounting, cash conversion, control exceptions, related parties, audit quality and closure evidence instead of receiving compliance presentations.
- Establish private sessions with the statutory auditor, internal auditor, CFO and whistleblower function; define escalation triggers and protect the independence of each control function.
Decision profile sought
Essential evidence
- CFO, audit partner, project controls leader or infrastructure executive with contract-accounting authority; prior Audit Chair; ability to read schedules and claims
Differentiators
- Metro systems integration or public-contract arbitration experience; successful intervention in a loss-making project portfolio
GILA will assess audit-chair temperament, forensic curiosity, accounting depth relevant to the business model, and the courage to slow a transaction or close when evidence is weak. 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: Links to public authorities, JV partners, claims advisers, subcontractors or statutory auditors; current competitor project role; adverse arbitration interest.
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 an Audit Committee that can explain the economic substance behind the numbers and prove that exceptions were closed, not narrated away. For this particular seat, the evidence will be:
- Estimate-at-completion movements supported by named evidence; claims ageing and probability reconciled to cash; testing risks and guarantees visible before quarter close
Commitment, protection and economics
- Expected load: 28–34 days annually including project deep dives.
- Terms: Five-year term; enhanced chair fee; project, professional and securities D&O protection.
- 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.