Ma’am, please share with us how you first became interested in the field of law, and what inspired you to pursue it as a career?
I am a first-generation lawyer. So technically, there was no godfather figure to guide me or who I could look up to. Infact, I didn’t even have anyone in the legal fraternity in my immediate circle of friends and family. Law happened to me by fluke. I was pursuing Political Science (H) from Gargi (the course had a fair bit around constitution, international relations and jurisprudence) and during the final year, while all my colleagues were certain of their career path, I was so lost. I remember this friend of mine so kicked about pursuing law and sitting for entrances. Her enthusiasm, her passion, I think, in hindsight, inspired me to give it a shot. I just came home one fine day and told my parents I want to pursue LLB. I sat for the entrance exams at Jamia and Delhi University and as luck would have it – cleared both. Picked campus law centre at Delhi University and rest is history.
You have over 18 years of experience in M&A, private equity investments, and general corporate commercial law. What drew you to specialize in these areas within the legal field?
I probably chose corporate law over litigation because it offered economic/ financial stability very early in my career. Also, I was never inclined towards constitutional law, criminal law, evidence et al. Having said that, during my internships I did embark on a journey that involved exposure to various facets of law including litigation. But it was the corporate internships that always left a mark. The fast-paced transactions, intense negotiations, intricacies of corporate law gave me an adrenaline rush. The opportunity to work closely with some great minds, aspiring to be like them – their commitment to clients, challenges faced on each transaction, in-depth strategic considerations appealed to me greatly. By the final year of LLB I had pretty much zeroed in on corporate law and was lucky enough to break through with Trilegal.
You’ve represented both domestic and multinational companies in cross-border transactions. Could you tell us about a particularly challenging or memorable transaction that stands out in your career?
Each and every transaction that I have worked on till date has taught me something new which has played a role in my growth curve and developing my personality.
But I guess the very first transaction I did at the start of my professional career left an imprint – this was a joint venture between a USA conglomerate and a major Indian textile manufacturer with the objective to undertake, wholesale trading, designing, marketing, distributing, importing and exporting of branded apparel and related accessories in India. We were representing the overseas entity and it was their very first investment/ venture in India. Law around foreign investment and in particular the trading sector was still evolving. There were a lot of regulatory issues around structuring, approval requirements, company law issues. It was all so overwhelming. And to top it being new in the profession the zeal to take it heads on and impress your boss! Fortunately, or unfortunately, I had a tough boss- but with his guidance, I was able to grasp onto stuff fast and then one fine day he walked up to my workstation and said that I will have to go for negotiations on the matter to Bangalore alone. I did not know what hit me at that time- I completely blanked out. Just the thought of sharing space with the GC, counterparty and its advisors was scary. But somewhere I was thrilled too– I had earned his confidence in a short span. The negotiations stretched for almost a week, besides legal issues the exposure to commercial/ business issues was great. Honestly, not everyone gets this kind of exposure at such an early stage. We signed and closed in record time. This was the most remarkable experience ever! And reaffirmed my passion for corporate law.
Before joining DMD Advocates, you worked with prestigious firms like Trilegal, AZB, and JSA. How did these experiences shape your legal career and the way you approach your work today?
Each of the firms I have been with has helped me grow as a professional. Trilegal was the first. When you are just out of law school what really helps is finding the right mentor and platform to realise your potential. Trilegal offered both. Working with one of the founders from the start, getting that first-hand experience and exposure is rare. My stint at Trilegal laid the foundation of my knowledge of law. All the seniors I worked with at Trilegal were extremely helpful but there was no nepotism. We all learnt it the hard way and I think that’s the best way! AZB was no different – challenging work, high stake transactions, excellent exposure, no spoon feeding and an amazing boss. I think these initial 5-6 years shaped most of me. JSA – my longest stint, offered the platform required to excel and develop the required skill set.
One of your notable deals was advising Prestige Estates Projects Limited on the sale of a $1.5 billion real estate portfolio to Blackstone. Can you share some insights into the complexities of that transaction and how you navigated them?
Due to confidentiality reasons I can’t divulge much, all I can say it was one of the largest real estate portfolio transactions ever done in the country, both in terms of number of assets and deal value. It was quite a complex deal in terms of structuring, kinds of instruments that were issued, and ensuring foreign direct investment and corporate law compliances. CCI approvals were obtained, hold backs structured around NCLT approvals etc. The transaction lasted over a year and the deal size was approx. USD 1.5 billion
In your career, you’ve advised a diverse range of companies, from online exam preparation platforms to hospitality chains. How do you approach legal challenges in different industry sectors, and what skills do you find most valuable for adapting to various clients’ needs?
Advising clients can be very challenging as there is a lot at stake when you are working on transactions. Like I mentioned earlier, each mandate I worked on taught me something new and different. Even if you do repeat transactions, they come with their own set of nuances. Managing expectations, value add, in depth knowledge of the subject, bringing on the table that expertise and maturity are some of the key skills required.
Initially, when we all start our careers, we are very head strong – want to prove our point and in the bargain rationalising becomes difficult. One thing I have learnt over the years is to keep your calm during negotiations- don’t let things get out of control. I know it’s easier said than done- but it is important to get this sorted in initial stages of growth, else it can become a roadblock.
Know when to stop speaking, be patient and focus on your growth.
Like the famous saying goes “It is better to be unique than the best. Because, being the best makes you the number one, but being unique makes you the only one.”
As a final question, what advice would you like to give to fresh graduates or young professionals entering the legal field today? What qualities or strategies should they focus on to succeed and make a positive impact?
There is enough of this advice out there. I would just say stay focused on GROWTH:
G- Gain practical experience;
R- Resilience is the key;
O- Objective approach at all times;
W- Wisdom plays an important role;
T- Teamwork and time management will take you a long way;
Ma’am, please tell us about your journey and how you ended up pursuing a career in law? What motivated you to choose this profession?
I come from a non-lawyer background. After finishing school, I was almost about to join Delhi University for a degree in economics when my mother suggested me to attempt giving entrance for law. I went ahead, gave a few entrance exams (no CLAT back then), got admission in a couple of law schools and joined Amity Law School (GGSIP University) as it was in my hometown Delhi. It took a few semesters to know ‘law’ as a subject and then internships to know how it is practiced. Back in law school my subjects of interest were company law and IP, and when I started writing blogs while in law school, I started enjoying these subjects so much so I pursued corporate laws since then, with an inclination towards commercial contracts.
Your field of practice includes general corporate, M&A, and corporate advisory. Can you explain your role and core practice areas in more detail? What kind of work do you typically handle within these areas?
General corporate as a practice area is vast. My core practice areas are handling acquisition transactions, domestic as well as cross border, both from sell side and buy side – this would include conducting due diligence (on the target or a vendor diligence), handling transaction documentation; handling disinvestment transactions; advisory and structuring foreign investments; advisory on a wide range of corporate and commercial law matters for listed and private companies, including company law and SEBI regulations with core focus on regulations on listing, insider trading, and takeovers.
Transaction structuring and drafting transaction documentation seem to be a significant part of your expertise. Could you elaborate on the types of agreements and documents you typically deal with?
Each transaction involves detailed structuring, which depends on a lot of factors such as the objective of the transaction, funding methodology, residency status of parties, legal restrictions including permits from regulatory authorities, tax implications etc. Once the transaction framework is finalised, parties proceed to execute the transaction documents (commonly referred as definitive agreements). It is preferable to first negotiate and execute a term sheet wherein the parties agree broadly on the terms and conditions, and follow up the same with detailed definitive agreements. The type of definitive agreements to be executed depends on the transaction – whether a share transfer, share subscription, asset transfer, business transfer, merger, demerger etc. I primarily handle transaction documentation for acquisitions and restructuring, for listed and private companies, and have also handled prominent disinvestment deals involving public sector companies. Transaction documents I usually draft include share purchase agreements, share subscription agreements, asset purchase agreements, business transfer agreements, joint venture agreements, business cooperation agreements, framework agreements etc., along with several ancillary documentation. The drafting style varies based on who you are representing, the objective, facts and circumstances of the matter, and seek protective provisions accordingly.
Due diligence is an essential task when evaluating a transaction. Which sectors have you conducted due diligence reviews for, and what are the key aspects you look for during the process?
Yes, due diligence is an essential part of an M&A transaction and is highly recommended. It is only when a due diligence review is conducted, that an investor gets to know the target closely and can help negotiate the deal and include protective measures in the transaction documents. I have conducted diligence review on several companies engaged in sectors such as manufacturing, power, healthcare, FMCG; services; hospitality; IT etc. A legal diligence report is an encyclopaedia on the target’s legal compliance status, and typically involves a review of the target’s corporate compliance, contracts, licenses, employees, properties, intellectual property, litigations etc. Transaction document negotiations depend a lot on the outcome of the diligence. In a diligence, one highlights to the client any risks they may face if they into the transaction. It is very important to highlight solutions/ mitigation for each risk highlighted in the report without which the report is certainly incomplete. It is also necessary to ensure that diligence is completed in a time bound manner so that the definitive agreements are negotiated and executed taking into account any risks.
What advice would you give to fresh law graduates who are just starting their careers? What are some key qualities or skills they should focus on developing?
Fresh law graduates must remember that first and foremost it is important to be and remain focused. Spend the initial years of your career in developing a deep understanding of your practice area and the laws relating to it. I know that in the initial few years, there are many lawyers who get confused on which practice area to choose. Now here comes the role of your seniors and also your patience. Be willing to explore, but be patient to learn and put in 100% effort. If you still think you need a change, do that, provided you again put in 100% effort. In law, never comes a day, when you can say ‘I know it all’ – and so is probably in every field, so keep learning everyday and keep updating yourselves. What is also important is to never get disappointed. It is a long journey and there is space for all. Some key qualities or skills if you ask me are: discipline, willingness to learn, updating yourself every day, hard work (also smartwork), being a team player, and time management. To all the fresh law graduates – keep up the enthusiasm and yes, you have chosen a great profession and you are going to get into a great professional journey.
How would you like to introduce yourself to our readers?
Hi, I am Ashirbad, and I am currently a Lecturer at O P Jindal Global University. I love to paint and sketch. You would always find me humming to Sufi music or Eminem, there is no in between. I have a black belt in karate, I used to run 10Ks during my Masters, and most of my free time during the work week is spent watching Instagram reels about puppies, or NFL and UFC matches. And, when I have vacations, I backpack across remote but picturesque destinations.
Why did you choose to pursue a degree in law after your Class 12 Boards?
Didn’t really have much of a choice. I was a PCMB student during my 11th and 12th. It was not my cup of tea. I had a disastrous JEE and AIPMT. The only option that I had was CLAT. AIPMT ended on 3rd May, CLAT was on 10th May. I prepared what I could within that and showed up for the exam. Quite fortunately, things have been on a upward trajectory ever since.
Tell us a little about your days in NLU Odisha?
I had the time of my life in NLUO. When I joined there really were no campus placements, only a few batches had graduated, no one really gave us guys a shot. So, we as the students, had to build up a fair bit of the institution that it has become, ourselves. Beyond the professional or academic front, I met my closest friends there, I am very fortunate that the friends I had in first year of law school, are still my friends.
I learnt karate from Akshay, who used to live in the room next to me. I learnt how to write papers from some of my seniors there. Vegadarshi taught me a lot about how to be a Speaker for a moot. More than anything, everyday was a laugh riot in the place. I wouldn’t trade those days for anything
How did you narrow down on NLU Odisha specifically to pursue your undergraduate legal studies?
Again, didn’t really have much of a choice. I got through to TNNLS in the third round of CLAT counselling. Two and a half months later, there was a vacancy at NLUO, I applied and got through. The first two months were ludicrously challenging. I was the last guy in, I had joined after the mid-sems had gotten over, I had no clue what to do. Fortunately, I persisted, and things worked themselves out. I often say that the greatest things in my life have happened to me by accident, CLAT, NLUO, my friends, St Catharine’s, and they have had the best impact on me.
What were the activities, academic or otherwise, that you undertook in your law school days which in your opinion have shaped you and your career?
Plenty of them. I had a finger in every pie. From college committees, to moots, to papers, conferences, academics, debates, MUNS, I was involved with everything. I am generally quite outgoing, and I made full use of whatever avenues NLUO offered. It went beyond just building a career, and the academic knowledge I gained from them.
I have always prided on being able to don multiple hats at the same time and juggle multiple things successfully. They have proved to be quite beneficial in life, in general. I knew everyone on campus from the Vice Chancellor to the guards manning the gate.
Quite fortunately, they all got to know pretty well. That kind of connection is invaluable. It teaches you a lot about fostering and maintaining relationships with people from all walks of life and being a reliable person for them.
I am particularly proud of the work that I did as the Co-Convenor the College’s Internship Committee, along with Mridul, my Convenor. We lead a team of 10 students, and in our time span, we broke the record of the number of internships that NLUO had ever obtained in a calendar year by a wide margin. We took the total from 4 in the previous year to 59 in our term.
What kind of internships did you engage in during your undergraduate student years which you feel were invaluable to you in reaching your current position?
I interned at mostly data protection and general corporate teams of law firms. The most significant of them would be the two stints I had at Khaitan & Co, Kolkata, in the Corp A team with Mr Supratim Chakraborty. I had a blast working with him. I learnt so much from him, Shourya Da, Risa, Pratik Sir and a whole host of other people. I have really good memories of my time there.
You had been an all rounder in NLU Odisha, because of which you were bestowed with the ‘Shri Bichitrananda Mahanty Gold Medal’. How did you manage your academics, co-curricular and extra-curricular activities at the same time?
I used every available minute that I had, and I was as efficient I could be. It was a constant drive to be the very best version of myself. I was always occupied with something or the other. And I enjoyed doing it. No one forced me to do those things, I have always been naturally inclined to set high goals and see if I can achieve them. Being engaged in so many things also kept me focused and on track. That and an aptitude to work hard. There is no substitute for the latter. In a way, it was preparation for the future, beyond the limitations of law school. That being said, it was not all work though, I made sure to have enough time to kick back and relax with my friends.
You had been National Winner and Octa-Finalist of several Indian and International Moot Court Competition. Kindly share your experience as a successful mooter of NLU Odisha.
I have only done two moots the Oxford Price Media Moot Court and NUJS HSF Moot Court. Quite fortunately I performed well in them both. Price Media 2018 was the first moot that I ever did, and I spent a year working on it. Within that time span, I did not pick up any other assignment or co-curricular activity. We managed to reach the Octa-Finals of the World Rounds and were also adjudged as the Runners-up of the South Asian Rounds. We were the first team from NLUO to qualify for the Worlds in that competition.
The next year, I took part in HSF, and it was a month of pure sleeplessness. It had some of the most thrilling rounds I have ever been a part of, and we were adjudged as the Winners of the competition.
Again, we were the first team from our college to win the competition. Of course, along the way for both the competitions we received a tremendous amount of support from friends, alumni and college resources. The only thing I had in mind while preparing for Price Media was to be the very best Speaker I could possibly be, I had always been a debater and never a moot court Speaker, so the transition had some growing pains.
The secret sauce for success in a moot is to form a team with people you are comfortable working with. That, and a tremendous amount of hard work and sacrifice.
You had an accomplished record of publishing at renowned journals from publishers like Thomson Reuters, Eastern Book Company, Wolters Kluwer and famous dailies like that of The Indian Express, The Daily Guardian, The Statesman, Deccan Herald, just to name a few. Kindly share your experience of writing papers and articles for the journals and dailies.
I have always liked to write, so I expanded upon that in law school. I started off with nascent steps, publishing in online blogs and journals, until I garnered enough experience that I felt I could write for reputed publishers. Newspaper articles are always fun, as they are short, precise and reach a much larger audience.
The books or articles that I have published with the aforementioned publishers, were based on strenuous academic research, structured in a manner that was scholarly to merit publication, but, at the same time engaging enough to keep the reader hooked. I co-authored several articles with my Registrar at NLUO, Professor (Dr) Yogesh Pratap Singh, and, it was always a joy to write with him.
How important is it for the law students to write research papers while being at the law school?
It is definitely helpful, but, there is no hard and fast requirement as such. I have often heard stuff like publishing one article in a journal is equivalent to taking part in a moot. That is simply not true. These activities teach you different skills, and a lot depends on the quality of the paper and the journal it is being published in, which is the same as the quality of a moot court and your position in the competition.
A research paper would not only give you in-depth knowledge about the topic, but also streamline the manner in which you think and present your thoughts. A useful skill for a lawyer, for sure.
You had been a student researcher of important projects of NLU Odisha, won accolades in debate competitions, youth parliaments and MUNs’. How relevant do you believe are those achievements in your success story, so far?
Very relevant. I started off with MUNs. It laid the foundation for everything else that was to follow. As regards debates, I have been doing that since my childhood days. Debates taught me to think on my feet and marshal my arguments in a systematic and convincing manner. Debates also had a tremendous role to play in eliminating stage fright for me, and to be an engaging public speaker. My time
Between the time of your graduation and your post-graduation, you had briefly worked in a renowned law firm at their Gurgaon office. Kindly share your experience of working there in the role in the intervening period between your LL.B. and LL.M.
I was associated with the General Corporate team of JSA Gurgaon for the period between my undergraduate and my Masters. It was a great experience, and I learnt a lot about transactions. The responsibilities that you are entrusted with at the beginning are immense, and you have to adapt to the needs of the clients with alacrity. It was quite an enriching experience overall.
What prompted you to opt for LL.M. from University of Cambridge within a year of completing your BA. LL.B. from a renowned National Law University?
I always knew that I wanted to do a Masters, right from my first day of law school. And I was dead set on two places: Oxford and Cambridge. No other place ever held that charm for me. I wanted to study in a place which had history dating back to centuries, ensconced amongst picturesque medieval architecture and surrounded by the best minds in the world. Safe to say that I found that and much more at Cambridge.
How relevant would you say higher studies are for a career in law, be it working in law firms / companies or pursuing an academic career?
Its subjective. People do a LLM for various reasons. Some do it to satisfy their academic curiosity, others to transition into a foreign workforce, a few people I knew did a LLM as a break from their work. But, you do learn a lot during the year you spend studying for the program. Living in a different country, finding your feet amongst new friends and in a new culture teaches you a lot about yourself, and forces you to adapt to challenges. It opens your eyes to how people from different parts of the world live and the stories that they carry with them.
For an academic career, a LLM is always a big bonus. For law firms, I cannot offer an adequate comment. At the very least, the year you spend for your LLM, if it is at a sufficiently good University, is a year in which you gain a lot of knowledge, so its always a win-win.
What does the CV of a student seeking admission in a premier university offering an LL.M program have to look like? What are the factors you feel are looked into and what are the activities that the assessors regard favourably?
At the top of the list are your marks. To get into Oxbridge or relatively similar places, you need a good enough batch rank and marks. There is no substitute for that. Apart from it, excellence in a particular field is very helpful.
If your CV can demonstrate that you have a certain level of expertise in a particular area of law, you have worked on it extensively, and you are aiming to pursue your Masters in that particular area itself, it helps establish you as a strong candidate for the program. Apart from that, everyone’s CV is different. There is no hard and fast requirements as such.
You had been the Co-President of MCR (Postgraduate student body) Committee at St Catharine’s College for the Academic Year 2021 – 2022. How was your experience of leading a student body, that too outside the country?
It was incredible. I was admitted to St Catharine’s College at Cambridge and the college had elections for the position of the Co-President of the MCR Committee. I ran against a PhD candidate and was elected. As an Indian, being elected as the head of a British College was surreal keeping in mind the positions Indians had had in the British empire barely a hundred years ago or so.
The weight of it all was not lost on me. It was a tremendous amount of responsibility though, almost like a full time job. But, it gave a great opportunity to meet people from different streams: medicine, the sciences, humanities, finance, business; and also to work with the college authorities, and help them all in whatever issues that they had. It was truly a humbling experience.
You had been a gold medallist at NLU Odisha for Public International Law. Despite your command over the subject, what prompted you go for an LL.M. in Corporate Law?
I always wanted to work in Data Protection inter-mixed with commercial law. So, most of my internships and activities were geared on that front. I loved studying PIL in NLUO, primarily because of my Professor, Ananya Ma’am, who made the entire subject extremely engrossing. The fact that I got a medal in the subject, gives me immense joy, but my career trajectory has always been centred around commercial and technology laws.
Please share with our readers how did you narrow down on University of Cambridge for pursuing your LL.M. on Commercial Law along-with data-protection laws as your additional specialisation;
I have mentioned briefly earlier about my desire to study at Oxbridge. Of the two, Cambridge became an obvious choice because of Professor David Erdos, who teaches the module of Law and Information at Cambridge. He also heads CIPIL, which has done some remarkable work on European Data Protection Law. I knew I wanted to study from him, so, it was quite easy for me to decide to opt for Cambridge.
You went to Cambridge on full scholarship. You have been a recipient of three scholarships – Prathiba M Singh Cambridge Trust Scholarship (through Cambridge Trust), J N Tata Endowment for Higher Education of Indians Abroad (through TATA Trusts), Kemp-Gooderson Law Award and other Bursary funds (through St Catharine’s College, University of Cambridge). What is the secret of securing three prestigious scholarship at the same point of time for pursuing your LL.M.?
All of these scholarships are merit-cum-means based, implying that they need a certain calibre of academic standard, and the candidate ought to be in need for financial resources to fund their LLM. I had one objective in mind upon conclusion of my undergraduate program, which was to not ask my family for any funding. And I have been quite fortunate to have achieved that through the cumulative financial commitments of these scholarships. There is no secret as such. Just know your area of law well, be confident, honest and straightforward in the interviews.
Please share your experience of applying at University of Cambridge and for the scholarships, you had secured. Kindly share your experience of the application process for the LL.M. and the scholarships.
It was a bit stressful. Balancing a firm job, along with applications is a tall order. I had prepared a table with the last dates for applications of various scholarships along with their required documents. That helped me keep things on track. I had also reached out to my referees well in advance, so, that helped in avoiding any last minute hiccups regarding letters of recommendation and as such.
My one tip would be, research the Universities you want to get into well in advance, ensure that you have your transcripts and references prepared, and know yourself well for writing the statements of purpose.
In the year 2022, just after completing your LL.M. from the University of Cambridge you have joined Jindal Global Law School, Sonipat as a Lecturer. What prompted you to take the plunge in the field of academics?
A: I have always liked academia, being surrounded by young, bright minds. It is always good to give back to the next generation of students. When I was in Cambridge, Jindal came for recruitment, I applied and got through, and here I am. I am still at an early stage of my career, so, lets see where I end up in the next few years-academia, firm, an organisation, or somewhere else.
Back in your student years, did you ever see yourself becoming an instructor at a prestigious law school, sometime in the future? What did it take to get here?
Absolutely. In fact I used to teach my batchmates prior to every examination. The night before each exam, there would be an assembly of boys in the Boys Hostel in front of my room, and I would teach them whatever limited things I had read myself. These classes became known in NLUO as ‘Ashirbad classes’, and in fact in my final year, some of my batchmates put up a poster titled ‘Ashirbad Classes’ all around the campus. That was the foundation of my career in academia. So, I knew I had a future in academia for sure.
Give us a brief capsule of the life of a lecturer in a prestigious law school.
A: Its an engaging day, comprising of classes and research. It is an important responsibility to instruct students, so, you always have to be prepared for the classes. Apart from that it is always good to be in a University set up where things are quite organised and orderly.
How is your experience of working with Jindal Global Law School’s legendary instructor, Professor. Arjya B. Majumdar?
I have learnt so much from Professor Majumdar. He is pioneer of when it comes to teaching commercial law. I cannot describe accurately how much I have enjoyed working with him at Jindal. Apart from being a great educator, he is also an incredible guy. I have sought his advice on quite a few things, and they have always been eye-opening.
How important are grades, in your opinion, for a student to be eligible for employment, be it in academia or in top tier law firms?
Quite important. Never mess them up. Grades show one important thing- consistency. And that is an invaluable quality that every employer of institution looks for in a prospective candidate. So, be sure to keep them on track.
If given an opportunity, what would you do differently in your career journey up to this point?
Nothing. Not a single thing.
Is there any other suggestion you would like to give to our budding lawyers?
Do everything that you want to do. Set high dreams and demand the highest standards of excellence from yourself. There is nothing quite like regret, so make sure that when you look back on your life, you don’t have regrets about anything.
And always remember these lines “Stick to the fight when you are hardest hit, it’s when things go wrong that you must not quit.”
How tough was pursuing C.A. with additional professional degrees like B. Com & LL.B.?
There are two parts to any academic journey, especially when it involves an extremely practical/on the ground kind of qualification such as pursuing CA – first is the academic or theoretical knowledge itself, which is not as tough as one would perceive since many concepts would overlap with B.Com and LLB. If the fundamentals of various topics are clear (at Foundation/Intermediate level), then the theoretical knowledge is relatively comfortable to maneuver.
However, the second one, which is more important and will result in long-lasting benefits is the “Articleship”. I started working when I was 17 and worked effectively, in three shifts – from 9 am to 11 am, in M&A/Corporate Tax Litigation, thereafter from 11 am to 6 pm in Audit and again from 6 pm to 9 pm in M&A/Corporate Tax Litigation. Of course, given the time commitment, one has to prioritize a lot and that does create additional pressure while pursuing other degrees. However, to manage the time and overall pressure, one does have to commit to a particular mission, and while on that the time management associated with it.
Many students feel that tax litigation is hard to follow, but the same amused you. How can corporate tax be learned in a fun way?
My stint with corporate tax litigation was during my Articleship/Internship period – in this context, I was new to the field and found the concept of litigation fascinating since it tests the technical prowess of corporates (and their advisors) on one hand, and the might of the Income-tax authorities on the other. Further, complex issues involving corporate restructuring, interpretation of a particular exemption/deduction, etc. would have required in-depth planning and analysis before taking such a position in the return of income, and therefore, the fascination lies in the fact that one would have to defend such a position during litigation, which would have been analysed thoroughly in the past. To me, the learning and the associated fascination comes from the fact that each position or stand is not taken on a stand alone basis, but after considering the previous stands, impact on the future financials of the company involved, interaction and interconnectedness with other regulatory laws (such as corporate law, securities law, FEMA, IndAS, etc.) and therefore, to understand a particular issue under litigation is to again understand that entire gamut of analysis undertaken in hindsight, and what could have been done at that time so that the litigation scenario could have been obviated.
Would you like to share your experience of any M&A transaction that shaped your career?
Initially, I had started my career with KPMG Mumbai in their M&A Team at the age of 20. Then when a part of the team transitioned to PwC Mumbai, I got an opportunity to directly work with the India M&A Head of PwC at the age of 22. And it was at that time, I was handed the responsibility of conceptualising and executing the merger of Cairn India with Vedanta in a $2.9 Bn all-share swap deal. The concept itself dealt with a gamut of laws and regulations owing to a complex ownership structure – tax, corporate law, FEMA, securities law, stamp duty, etc. At that time, IndAS was just taking shape, and we had to figure out the overall impact of IndAS on standalone as well as consolidated financial statements of Vedanta, and without any specific guidance, it was a challenge to apply IndAS 103 and IndAS 110, dealing with business combinations and consolidation/control assessment. Dovetailing and interconnecting all the laws was a task in itself at a conceptual level.
In addition to that, corporate India was transitioning from a High Court based jurisdiction to a National Company Law Tribunal based jurisdiction. So, from an execution perspective, we had to unlearn the old procedures, re-learn the new ones, and then present to the NCLT the merits of our case, which was one of the first few to be sanctioned by the NCLT post its formation.
I think the key takeaway from this is that the tax and regulatory landscape in India are ever-evolving and one cannot work in a static environment. And I have learnt to rely on my fundamentals while applying the fundamentals to the constantly changing dynamics in the M&A landscape.
You are a part of “Katalyst Advisors” (Mumbai), a boutique firm focusing on Mergers & Acquisitions. How has the journey been so far?
The journey has been fantastic so far, to answer in one line.
To elaborate – when I joined Katalyst Advisors since its inception, our vision has always been to be a boutique firm, focussing only on M&A and related aspects, and with a limited team so that we can do justice to the matters at hand, especially when it involves complex commercial, regulatory and tax matters.
Today, in the era of “accumulation”, quality has been overwhelmed by the quantity, and therefore, our vision, since its inception 4-5 years back, has been to focus only on the quality of our advice, rather than the quantity or volume of clients. This has worked well for us as we have worked on some major deals in the last couple of years – major family separation of the TVS Group, divestment of Eureka Forbes by Advent International, acquisition of Thyrocare by PharmEasy, private InvIT structure between Singapore based GIC and IRB Infra, major fundraising-related structure for the Shapoorji Pallonji Group, etc. This has added a lot of value to our learning in addition to us providing value addition to the client.
Apart from the client work, the notion of building a firm right from the beginning – designing the website, newsletter, etc. has excited me a lot and has given me immense satisfaction as compared to my previous endeavours.
How challenging has it been maintaining a work-life balance in this era of Work from Home?
Well, we have been partially working from the office since June 2020 after the first complete lockdown – however, I must say that, as an M&A professional, the focus of clients on consummating any deal has increased, and in the last 1 year, as I mentioned, we managed to close three major deals – the TVS Family restructuring (a $7 Bn family separation), acquisition of Thyrocare by PharmEasy and acquisition of Eureka Forbes by Advent International, and therefore, the work pressure has certainly increased. Of course, with high stakes involved, the concept of 9 am to 6 pm workday, or Monday to Friday working week is not obliterated, but at the same time, I have consciously managed to take some time out to maintain my physical and mental health (through regular meditation and cardio), and the hobbies that I love (for example, playing the Tabla), given that in the times of such uncertainties and limited social interaction if one focuses on being mentally and physically fit, one has won half the battle.
I look forward to taking some mask-less vacations soon, but till then, the personal health regime that I have managed to maintain has helped me a lot over the last 15-20 months to cope up, and, be more effective at my work.
What is your current role? Could you walk us through how a normal day looks like in your life?
I am into Mergers & Acquisitions at Katalyst Advisors presently. I handle promoter-related issues, such as family settlements, succession planning, pre-IPO planning, etc. corporate restructuring and deal/ transaction advisory related issues, certain specific regulatory-related and corporate/ international tax-related issues and deal with a whole host of laws such as income-tax, FEMA (outbound/ inbound/ debt investment advisory), securities’ law (LODR, ICDR, Takeover Code, AIF/ InVITs/ REITs/ etc.), corporate law, stamp duty, IndAS, competition law, etc.
In this context, given that we deal with very interesting issues, involving interaction with a lot of tax and regulatory laws, a “normal” day differs from day to day, but largely, it involves conceptualisation of deals, which involves various laws mentioned above, and coming up with innovative ideas to achieve the commercial objective of the client, while keeping in mind the tax and regulatory fetters. Conceptualization becomes all the more challenging and interesting, if it involves listed entities or non-resident parties, etc.
From an execution perspective, given that any M&A deal would most likely have in place a Share Purchase/Subscription Agreement, Shareholders’ Agreement, Non-competes, etc. and if it involves a merger/ demerger, then the entire NCLT approval process in place for approval of a Scheme of Arrangement, it requires a thorough understanding of the commercial objectives of the client, and ensuring that the same is reflected in various transaction documents, as well as ensure that the regulatory approvals (NCLT/ RD/ RoC/ OL, etc.) come through based on the definitive agreement.
As a result, a “normal” day would involve interacting through meetings and calls with the clients, lawyers, valuers, regulators, etc., preparing decks, notes and emails capturing our advice, following through with the above to get our idea to the client, and finally negotiating and closing the deal with the other parties/ regulators to see the deal seeing the light of day!
You have authored several articles in relation to the M&A field, rendered several seminars, and co-authored “Impact of GAAR on Holding Structures” published in Compendium of GAAR published by the Bombay Chartered Accountants Society. How important is it to publish legal articles for law students fundraising-related in their career?
One needs to write articles. There are several reasons for this – firstly, providing an output in a limited number of words requires a combination of thorough research, understanding the issue at hand in-depth, and then paring out the “noise” to articulate in the best possible manner so that your readers understand the core issues. Therefore, writing articles not only help in the technical knowledge getting sharpened (through research) but also the articulation skills getting honed depending on the platform where one is publishing – for example, on a technical platform, one may want to discuss more intricate technical issues, while on a general platform (such as financial dailies), one may want to translate the technical issues into more commercial ones for a wider reach.
As you are an expert on Mergers and Acquisitions transactions, would you like to advise anything specific to the like-minded aspirants?
If one likes the M&A/deals space, then one needs to understand, in detail and thoroughly, the entire gamut of tax and regulatory laws, as mentioned previously. Once the fundamentals are cleared, one can easily traverse through the constantly changing tax and regulatory environment – however, if fundamentals are not clear, then one would be lost in a cyclone of the dynamic environment. In addition, and equally important, is for one to research the commercial aspects of a deal – what was the rationale of a particular deal, what were the valuation parameters, are there similar deals taking place in the same space, was it a distressed or a voluntary deal, what would be the impact on the overall group business as a result of the deal, what would be the impact on the promoters, etc. As I mentioned earlier, any deal is different from any other deal, a deal evolves constantly before its consummation, and therefore, each deal requires a “tailored fit”, which, in turn, requires one to understand the commercial, regulatory and tax matters in-depth and apply one’s knowledge to facilitate deal consummation.
