This Interview has been published by Pragya Chandni and The SuperLawyer Team
You’ve had an illustrious career spanning various industries and companies. What initially drew you towards the legal profession, and how did you navigate your way through different sectors over the years?
I finished my banking qualification because I wanted to pursue a career in banking operations. While studying for the same I fell in love with the laws governing forex transactions and the legal decisions made by the courts that impact bankers. This motivated me to finish FCS after LLB. I kind of fell into the legal field by accident. Over time, I became permanently married to legal compliance due to complexities and problems.
I have experimented with a variety of business sectors because I love challenges and dislike things as they are. My courageous nature, which I developed by exposure to and experiences gained on the job, has also contributed to my success in adapting and delivering in several organizations. Yes, my wife has given me a lot of support throughout my endeavours, which has inspired me to keep going even now.
With your extensive experience in both civil and criminal legal matters, as well as crisis management, could you share some insights into how you approach handling high-stakes matters, or complex legal disputes?
There are three stages when GC gets involved (1) from the beginning (2) after trying all the methods to correct the situation (3) this may be part of legacy issues, when you join a new organisation.
Based on experiences, I have developed a procedure based strategic approach to handle high stake matters. Whatever may be the stage, when we get involved, the first step is always buying enough time from business or judiciary, under any pretext, to prepare well before getting into filing of legal proceedings or start proceedings before authority (when we got in the matter at proceedings stage) in a high-stakes, complex legal issues. Conduct a thorough internal evaluation review of the matter, not only on the basis of documents but also in consultation with the operational managers directly involved in the matter. Create a SWOT analysis of the situation. The matter’s advantages, disadvantages, opportunities, and threats. Create a plan of action and get going. Be flexible for a few surprises from the opposite side, which may provide threats or weaknesses. Remember to leave the door open for dialogue or informal mediation after filing for legal action.
Given your roles in compliance and governance, including ensuring statutory compliances for offices and factories pan India, what strategies have you found most effective in maintaining adherence to regulatory standards across diverse business environments?
There is no Strategy but a Process, for ensuring a satisfactory compliance system in the organisation. The written down process with identified process owners, has to be followed religiously. A repository of applicable laws and rules must be established, and when changes occur, one designated individual must be responsible for updating the repository. The repository must be updated with the modifications, and all affected process owners must be notified. Every month, the database must be updated to include compliances, delayed compliances, and failed compliances. The organisation has to promote a “Speak-Up” culture, and reliance and dependence on the same should be prioritized over database reports. The non-reporting, if any, should be dealt seriously and firmly. I am blessed to have good teammates in every organisation who followed the process religiously and helped me to be successful in managing compliances.
I will never forget 2010-11, when in one business sector there were more than 90 circulars in one year and only because of dependable team-mates, I could communicate and implement them successfully in the system.
You’ve been recognized as a leader in legal ethics and compliance. How do you instill a culture of integrity and ethical behavior within the organizations you’ve worked with, especially considering the diverse cultural and operational landscapes?
The basic rules of integrity and ethical behaviour does not defer with diverse businesses / operational landscapes or different sets of management. I am lucky to have worked with businesses, who respect ethical business practices.
“Yatha Raja, Tatha Praja’. The Integrity culture starts with tone from the top. Integrity is behaving right when no one watches. The employee follows the leaders. So, senior managers must be role models. The second important step is having a written down policy in the company, which clarifies and codifies the standards, rules and expectations. The third rule is dealing with violations, without making any exceptions, with warnings, sanctions and sometimes drastic sanctions like termination. Fourth and last rule is encouraging a speak-up culture. We also call it the whistle-blower system but it works well when it’s formal as well as informal. If we follow all these rules consistently, integrity and ethical behaviour becomes part of business operations.
Your expertise extends to transactions such as M&A and restructuring. What key factors do you consider when advising on such strategic decisions, and how do you balance legal requirements with business objectives?
M&A and restructuring are two big topics and very difficult to answer it together in short. I would prefer to share experiences on restructuring because it’s a common activity for a good number of companies and also aligning legal requirements with business objectives are more challenging in restructuring.
Restructuring involves closing of branches / sale of factories / optimisation of labour force etc. Cost of such projects is perceived as a loss. Handling human angles and related risks and challenges is the first concern. Identifying the external support agencies is necessary to avoid last minute running around, when any angle needs care and cure. Confidentiality is the most important key factor and it starts from the stage of conceptualisation itself. I remember in one crucial transaction, we as a team didn’t attend the office for two weeks and even not used company cars and regular drivers. Complete detailed information about the project. Identification of risk/trouble pointers and resolution strategy to mitigate the same. Ensuring 100% compliance with the applicable regulatory provisions, to avoid any surprises from the Regulator. Handling tough decisions with human touch always helps to mitigate the pains. Focussed attention, 100% compliant process driven activity, taking care of surprises at the first stage.
Could you elaborate on your experience in crisis management, particularly in handling fatal accidents and other critical incidents? How do you approach these situations from a legal and strategic standpoint?
My first accident handling experience was a troublesome experience, but then I started developing a process based on learning. Strategy in theory and in real life situations differs vastly. My learning notes helped me to develop the process. Eventually later I also got training in crisis management, which helped me to excel in more careful handling of such situations.
In case of a fatal accident, the first three days are critical. Initial communication, immediate financial & emotional support to the victim’s family, cooperation with the regulatory authorities, Police and responses to the media are the major areas. Seven points, one has to keep in mind in the first 24 hours and then follow the same for another two days. (1) Minute verification of facts. Zero room for guess work / assumption on the incident background. (2) Emotional and financial support to family without any acceptance of fault- until the same is verified with the facts. (3) Responses to regulatory and media, only after double verification of facts. While handling media – Reading or releasing written statements- If we buy time, we strictly honour commitment. ‘No Response’ is an absolutely BAD response. (4) Review carefully the documents and responses submitted to Police (5) Complete the Incident report filing with the applicable regulatory authorities well within time. (normally it’s 24 hours) (6) Estimating loss, Insurance claim possibility. Intimation to Insurance companies. (7) Start parallelly root cause analysis and corrective action to avoid repetition.
As someone deeply involved in drafting and vetting agreements, what are some common pitfalls you’ve observed in contract negotiations, and how do you mitigate risks while ensuring favourable outcomes for your organization?
In any contract there are 5-6 clauses that need attention, discussion and negotiations to have a fair contract between both the parties. But a good number of times the Client has the upper hand and it becomes a difficult decision on whether to accept the project or not? And Management wants to go ahead with the business decision. Sometimes the project has strategic importance, too. In some cases, organisations want to accept the project with all the risks as a strategic plan. In such cases only option is risk evaluation, built in safety measures, estimate and include cost plus insurance. In simple terms when risks are not avoidable, the option is to accept, create buffers in terms of process as well as cost and transfer risk as a second buffer, to insurance. In terms of risk mitigation management, it’s necessary to have strong project management with an identified responsible person. We did wonders on many risky projects by this approach, yes with one or two exceptions where we mitigated risks through insurance claims.
Finally, with your wealth of experience, what advice would you offer to young law graduates aspiring to make a mark in the legal profession, especially in areas like compliance, crisis management, and strategic advisory?
All the three stages- compliance, crisis management and strategic advisory – can be achieved one after another with strategic advisory being the most important and comes last in the sequence.
First and foremost, even if all the youngsters know, but still would like to reiterate that now there will not be legal & compliance, without information & technology. So, whatever domain one choses, s/he has to keep updated with the technological advancements in the domain.
Second, I strongly believe in Brian Tracy’s 6-Ps rule – Prior Proper Planning Prevents Poor Performance. Never forget to plan ahead, ask for help when needed and be prepared before beginning any legal battle. As I said herein above while answering question no.2, that there is nothing wrong in requesting time for preparation and planning.
A leadership mindset is a must to reach the Top. Always remember that leadership begins with the letter L, which stands for lifelong learning. It’s a myth that only seniors have to be leaders, every person can be a leader at his/her level with the right mindset.
Last but not least, my all-time favourite saying is: “Know & go, always; there’s no such thing as NO-GO.” When there is no way to completely eliminate the risk, we should accept it, handle it carefully with continuous monitoring backed by insurance to cover it.
Best wishes for earning and claiming your share in one of the fastest growing economies, India.
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