Tell Us Something About Your Journey So Far As A General Counsel In India?

I started my career in the year 1997 as a Management Trainee with mid-size companies. Those were early days after the Indian economy had opened due to the 1991 liberalisation policy. The role of in-house counsel/ general counsels has evolved over the last two decades. Earlier corporates were more dependant on external law firms for most of the issues as the in-house talent was not available. Only leading MNCs such as Hindustan Unilever, Nestle, P&G, ITC etc had a decent in-house teams/ GCs. As the economy opened up and more and more large-scale investments was started by the private sector, the role of in-house counsel/ GCs also started shaping up. Earlier the role of most of the in-house lawyers was limited to going to courts, a bit of contracting and briefing the law firms. The strategy part mostly came from external solicitor firms.

Due to the opening of sector such as Telecom, mining, automobile, electronic, IT, large scale manufacturing (even cement was a sector was under the Cement Control Order), infrastructure, Banking, Finance & Insurance, Media & Entertainment, Logistics and Supply Chain, shipping etc., challenges in terms of contracting, bidding, public-private partnership etc. started coming on which the Management wanted a quick turnaround.

I am law graduate and additionally also a qualified Company Secretary. This made my position unique (so with many others professional) where they could advise the management not only on the traditional legal matters, but also on emerging matters such as Competition law, Insolvency etc.

After working for almost 8 years, my first major break came in the year 2005 when I was selected as Manager – Legal with flagship company of Vedanta Group, viz., Sterlite Industries (India) Limited. Sterlite had a large copper smelter at Tuticorin (Tamil Nadu). As a professional, first time I was exposed to such a large manufacturing location which housed one of the largest copper smelters, apart from one million-ton Sulphuric acid plant and phosphoric acid plant. I had the privilege to set the legal function and standardizing contracts and process including the first electronic-compliance management system. This was done 18 years ago. I also exposed to Indirect Tax matters as Sterlite used to import copper as well as export the same. There are few professionals / in-house counsel /GCs, who get exposed to Indirect Taxation. I was later transferred to the Madras Aluminium Company Limited (MALCO), which was also part of the Vedanta Group. I had the opportunity to resolve some of the high-stake electricity disputes, handle international arbitration, desilting of shares. Further, MALCO was also into bauxite mining and hence I also got exposed to mining laws and visited the mines to understand how a mine works and the interplay of law and business in the practical sense.

At Sterlite, I also handled one of the most high-stake environment litigation by successfully filing a SLP in the Hon’ble Supreme Court (within 24 hours of the adverse High Court order). The hearing in this case went continuously for 24 months with various visits and report by TNPCB, CPCB and NEERI. It was a great learning experience for me to handle an environment litigation which had multiple facets including legal issues regarding Wildlife Protection Act, CRZ Regulations, handling of solid wastes, Secured Landfills etc.

From 2009 to 2016, apart from GC role, I was also the designated Company Secretary for the flagship company of Sterlite/ Vedanta. I handled follow-up ADR issue of US$ 1.5 billion and listing at New York Stock Exchange (NYSE) and was exposed to SOX Compliance. We also did a US$ 500 million Foreign Currency Convertible Bonds (FCCBs). I was part of the team and was involved in the acquisition of American Smelting & Refining Company (ASARCO), one of the oldest (1899 Co.) and largest primary copper producers of the world. The acquisition bid was made under Chapter-11 of the US Bankruptcy Code. Unfortunately, due to global meltdown of 2009-10, the bids were revised and we lost the opportunity to acquire ASARCO.

In 2009, I was one of the key members for acquisition of US$ 1.2 billion zinc assets of Anglo-American Plc., (a leading natural resource company of the world) in South Africa, Namibia and Ireland. It involved structuring to financing to approval of RBI for Overseas Direct Investments (ODI).

In 2013-14, I was the key member and lead the legal team for implementing a massive restructuring exercise (M&A), wherein under a Scheme of Arrangement involving Vedanta Aluminium Limited,

MALCO, Sterlite Energy Limited, MALCO and including the flagship Sterlite Industries (India) Ltd. into Sesa Goa Limited (the listed iron-ore company). It led to the creation of the present-day Vedanta Limited. This was a massive exercise which involved hearings at two different High Courts, with objections from project creditors, who for vested interest did not want the Scheme of Arrangement to go through. Finally, we came out successful.

At my role as GC of the Aluminium & Power Business of Vedanta, my team resolved a very critical issue of Cross Subsidy Surcharge (CSS) for supply of power from the 2400 MW Independent Power Plant (IPP) (4*600 MW) to the Aluminium Smelter in Jharsuguda. It was one of the unique and first case in the country where, 3 units of 600 MW IPP was allowed to be converted into Captive Power Plant (CPP) and one unit of 600 MW remained IPP due to long term PPA (Power Purchase Agreement) with GRIDCO, a govt of Odisha undertaking.

There are multiple other legal issues, challenges during my eleven years stint at Vedanta, right for handling tariff issues, to an Indirect Tax litigation where one official was arrested due to high headedness of certain tax officials, to other arbitration, litigation including contesting multiple investor related cases. The list is endless. It was a great stint with immense learning curve. I was identified and awarded the coveted ‘Star of Business Award’ in the year 2007-08 and ‘Top 100 leaders of Vedanta’ in the year 2014-15. There were multiple occasions where I was recognized by different CEOs for my efforts. The point I am trying to drive is legal as a function was very well recognized by the Vedanta Management and I am very glad that the efforts by me and GCs of other business, as we speak, Vedanta has a strong empowered legal team. As a professional, I have the satisfaction that the talent which we identify and hire and today leading the function within and outside Vedanta.

Post Vedanta, I joined HCL Infosystems Limited as General Counsel. HCL again was a very interesting and challenging role as I had shifted from hard core manufacturing to IT / IT Services. As a GC I handled a large team of 20 in-house lawyers. Right from contracting to vetting bids for IT services, to litigation (which was primarily recovery suits, Sec.138 NI cases, consumer and arbitration cases). In my two stint at HCL I was able to recover / save liabilities and get cash of more than Rs.175 crs, which was duly appreciated by the Management. I also involved in sale side M&As as we divested HCL Services, HCL Care and HCL Learning business as part of strategic divestment of loss-making business.

After HCL, I had a four stint at ACC Limited and Ambuja Cements Ltd, which then was part of Holcim Limited, world’s largest cement company. At ACC / Ambuja, I was back to core manufacturing sector with issues like mining, environmental laws, part from commercial and litigation including arbitration

Currently, as Group GC at Dalmia Bharat Group and as member of the Executive Committee, I advise the management on entire gamut of business activities. It includes M&A, litigation governance and compliance. It’s a very dynamic and challenging role as Dalmia is one of the fastest growing cement company with a current capacity of 47 MTPA and with an ambition to achieve 75 MTPA by 2027. The role of legal as function is very critical in the path of organic and inorganic growth. The legal team handles all kind of legal issues right from advisory, to contracting, to litigation.