This Interview has been published by Pragya Chandni and The SuperLawyer Team
Can you walk us through your journey from starting as an in-house counsel at HUL to your current role as General Counsel & Company Secretary at Greaves Cotton Ltd? What pivotal moments or experiences shaped your career path along the way?
22 + years of experience as an inhouse counsel – both an amazing journey and also a humbling experience. Immediately from the campus joining HUL was like a dream come true for any freshman. I have thoroughly enjoyed and immersed myself into an amazing experience of managing litigation, marketing schemes, sales promotion, labour issues, crises management et al working with a group of highly intelligent legal species, some of them continue to be my mentor. Post HUL, I have enriched myself in some short but interesting stints in Abbott and Marico before joining Johnson & Johnson where I spent a good 4 plus years in partnering the consumer business to witness its enormous growth. Post J&J and after a small stint in Jyothi Laboratories, joined GSK Consumer where from supporting supply chain business, got into the acquisition of Novartis OTC business, which going forward paved the way for its new GSK Consumer business. After being in GSK for 4 odd years, had a short stint in Cipla before joining Greaves Cotton. All my experiences before Greaves seem to be sublime in comparison with Greaves. My learning curve keeps going true north with exposure in – acquisitions, divestments, corporate structuring, compliance, brand management, managing litigation, handling crisis situations, investigations and on and on.
Your profile highlights extensive experience in mergers, acquisitions, and corporate restructuring. Could you share some insights into your approach to these strategic transactions and how they have contributed to the transformation of the businesses you’ve worked with?
Inorganic growth is the easy target of every organisation but at the same time it’s difficult to achieve for multiple reasons which can cover cultural fitment to financial aspirations of both the investor and investor. As an inhouse lawyer our responsibility extends beyond documentation, from the commencement of hunting the target till the completion of all the condition precedents, my role encompasses every dimension of the transaction. From structuring transactions to negotiation of the commercials, I have been able to successfully complete around 7 transactions in a span of the last 5 years in Greaves and counting. All these transactions have completely transformed the company over the years – from one engine B2B play to multi dimensional, fuel agnostic B2C company.
With your background in legal operations, including advisory, litigation, and contract management, how do you balance the need for legal compliance with the broader business objectives of the company?
To help the business to be compliant, one needs to be rooted in the business of the company very strongly and enforce the need to have a compliant framework in order to make the business growth sustainable. Compliance framework in order to be effective, need to be robust and look into not only the current state of affairs but should be able to capture the future business growth. It should also be able to detect and diagnose the problems early in order to take corrective actions before the system falls apart. Thus, an effective compliance framework should be futuristic and proactive.
You’ve been involved in numerous high-stakes litigations and dispute management scenarios throughout your career. Can you share a particularly challenging case you’ve encountered and how you navigated through it to achieve a favorable outcome for the company?
I have been fortunate enough to be part of numerous litigation which continues to be relevant. But I enjoyed the most litigation with the Government and one such litigation was challenging an order of the National Pharmaceutical Pricing Authority under DPCO 2013 before the Delhi High Court through a writ petition. The stake was very high in the litigation, but some of our competitors decided to take the route of filing a revision application under DPCO, but we distinguished that no alternative remedy is available and filed a writ straightaway. While getting a stay immediately and ultimately it was disposed of in our favour. The impact of the judgement was very high not only for us but for the industry overall.
Your expertise extends to real estate matters, including land acquisitions and liquidations across India. What are some key considerations or challenges you face in these transactions, and how do you ensure legal compliance and mitigate risks effectively?
Any land transactions whether acquisition or disposition is highly complex in India because of applicability of various state laws as well as from retrieving documentation. I have faced various challenges including classification of land, claiming of ownership, trust land, mutation entries etc. In my view it is very important to ensure we have digitised the entire documentation of the land bank and tagging all the original documents for quick retrieval. Any missing documents, need to be restored to ensure we have a complete chain of title with respect to each of the land document. For any acquisition we need to ensure we have a complete traceability of title at least for a period of 50 years to avoid any future litigation. Another important aspect is the public notice which needs to be as comprehensive as possible and needs to be published by at least three to 4 newspapers with a decent coverage. Unfortunately whatever steps one take real estate continues to be a grey area and prone to litigation.
In terms of influencing the external environment, how do you engage with influencers and industry associations to advocate for your company’s interests while staying within legal boundaries?
Influencing the external environment is a very difficult job considering that there is always a conflict of interest. The way I approach it is to understand the areas of focus of the government and help the government in order to achieve its objectives either by helping them through CSR initiatives like skilling, engaging with them to create awareness in some of the initiatives we strongly believe in or even helping them through professional advice pro bono. To summarise, influencing the external environment is possible only by demonstrating a strong purpose benefiting the society at large including the organisation.
As both a General Counsel and Company Secretary, how do you assist the Board of Directors in understanding and navigating the complex landscape of corporate compliance and governance? What strategies do you employ to ensure effective decision-making at the highest level?
I think the most important area of focus is to have a robust corporate governance mechanism to ensure that the Board is transparently privy to all the relevant information which can help them to make a decision. At the same time to ensure that the Board should not get into the executive role. The balance is difficult to maintain but as the GC and Company Secretary that has always been my endeavour.
Drawing from your rich experience, what advice would you give to fresh graduates aspiring to pursue a career in law, particularly those interested in corporate law and company secretarial roles?
The freshers I have interacted with are very intelligent, promising and talented. One word of caution to them is not to get swayed away by external perception, they need to understand the business at the grass root level like any other management trainee joining in any other function, show perseverance and wait for the opportune moment to flourish and not to rush. I am confident that the next generation is going to take the in house counsel role to the next zenith.
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