The Professional You

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

Have been a passionate and ardent believer and follower of legal profession since my graduation days way back in the 1980s. Always dreamt of being a successful Criminal Lawyer (the late Ram Jethmalani was my idol). But then in those days of 1990s there were not too many opportunities with law firms and I had no god fathers in criminal law. Being also fond of company law I also completed my C.S which enabled me to get decent jobs in legal and company secretarial functions over the last 28 years of my career.

Briefly, Tell Us About Your Role in The Organization And The Mandates You Handle

I am currently the Head- Legal & Company Secretary of NOCIL Ltd- which is the largest rubber chemical manufacture in the country catering to the top Tyre manufacturers of India and abroad. and listed on BSE & NSE. I oversee the entire gamut of corporate legal, secretarial and governance functions including ESG, Risk Mgt, Corporate Governance, CSR, Overall compliance with all applicable laws, litigation, legal advisory and Stakeholder/ Investor servicing. A bird’s eye view of the prominent functions which I handle are as under: A defacto and dejure function as the chief legal advisor to the CEO and Board, apart from being a Key Managerial Personnel (KMP) as the Company Secretary. Apart from my statutory role which includes ensuring compliance with the Corporate and Securities laws and reporting status thereon to the company’s Board, I also discharge the onerous responsibilities of advising the CEO on legal implications of business issues, proactively spotting prospective legal issues, counselling the executive management on legal and regulatory aspects etc.

From A Micro-viewpoint:

ESG- Sustainability and preparation of BRSR Report for the F.Y 2022-23; Strategic Litigation planning & Litigation Management - Instrumental in developing specialized software for tracking of litigation status and overseeing overall corporate compliance (including the Plants) and exercising control thereon with timely action and intervention; Installation and control over a robust compliance monitoring and mgt dedicated software tool covering the HO plants and the regional offices; Development of robust mechanism of Corporate Social Responsibility (CSR) and ensuring 100% compliance with the requirement of minimum contribution (under Cos Act & CSR Rules) to the CSR activities for the F.Y 2021-22 Risk minimization and Risk management, developing a Compliance culture, corporate governance, process improvements, using technology as a tool for efficient management of the function, and developing and managing the legal team;

Company Secretarial Function & Responsibilities:

Overall compliance with the Companies Act, 2013 (and the Rules & Regulations made thereunder), SEBI Listing Regulations, SEBI Take Over Regulations, Secretarial Stds issued by ICSI in respect of Board meetings Dividend payment and Statutory Records smooth conduct of Board and Committee meetings and AGM/ Postal Ballot, Investor servicing (about 3 Lakh public shareholders). Maintenance of statutory Records.

Custodian and controller of all original Legal documents:

Repository of all original title deeds, digitalization of legal records and documents like POAs, MOU, Contracts with Suppliers and Customers, Contracts with service providers Drafting reviewing, negotiating and advising internal stakeholders and negotiating with external counterparts on a variety of commercial agreements, including third party agreements, operations agreements, services agreements, partnerships, and marketing agreements; Identifying and consulting on legal risks in connection with the development of new products; Liaisoning with specialist external counsel in relation to original new products, expansion into new market verticals and areas relating to compliance, privacy, or security; Developing and maintaining form agreements, contract management systems, and other databases Providing time-sensitive support on a wide array of legal inquiries in connection with all aspects of my company’s operations

DO YOU FEEL THAT THE ROLE OF GENERAL COUNSELS IS EVOLVING IN TODAY’S BUSINESS SCENARIO? AND IF SO, HOW?

The role of a General Counsel in leading Legal teams in Corporate India is paramount: In the shortest of terms, the role is ‘paramount’ or even fit to be called as ‘ indispensable’. Today no corporate (whether MNC or Indian) can survive without a sound legal team There are many reasons for this:

- the ever-increasing compliance requirements under a plethora of laws in India and their even increasing numbers;
- the sudden awakening of the regulators to take action against non-compliant companies
- the daring kind of business threatening moves taken by business competitors and resultant corporate wars;
- ever increasing ‘vigilante’ consumerism and judicial adventurism
- shareholder activism
- the ever-threatening actions of the ‘environmentalists and conservationists
- the ever-increasing public interest litigation
- the rampant media trials and many more factors

Business today needs the legal function for:

- - ensuring compliance with the tons of applicable laws and thereby avoid any adverse regulatory action which could endanger the directors and other top brass of the company besides exposing the company to the risk of adverse media publicity. In absence of a strong legal and compliance function any such regulatory action can seriously threaten/ jeopardize the business prospects of the company besides erosion of confidence of the investors, lenders, banks, financial institutions, investment companies, mutual funds, private equity investors etc.;
  - ensuring safety of the business by proper drafting, management and custody of critical legal instruments. In absence of a good legal function the company would be at the mercy of the external lawyers, who may have the expertise but not the time and dedication which are normally the hall marks of an in-house legal team. Only a vibrant in-house legal team can properly advise the company on drafting of contracts, registration (in respect of Real estate), payment of stamp duties, etc.

It is worth noting that any miss in complying with any of these steps can expose the company to the risk of litigation and make it vulnerable to action by regulators. This is apart from the major risk of business loss if the documents have not been given an evidential value by in house dedicated legal professionals. Even drafting of a basic contract requires careful vetting by in-house legal team since it could have implications under any of the laws viz Competition law, labor laws, environment protection laws, administrative laws, corporate laws, securities laws etc.

- - Protecting the company’s interests by taking legal action or defend legal proceedings in courts. Today a corporate face the threat of litigation from the competitors, shareholders, investors, workmen, consumers, debtors, lenders and regulatory bodies.

While the external law firms appear on behalf of the company before the various courts, it is only a strong in-house legal team which can keep track of the hearings, brief senior counsel and ensure that they attend (instead of taking adjournments) the hearings on the fixed dates. Unless the in-house legal team is strong the external lawyers may not understand the gravity of a legal matter from business point of view. A truly vigilant in-house legal counsel can only absorb the business pressure and strike a balance between the business needs and compliance with the law. In event of litigation, external lawyers take their own time to understand the matter since they do not closely understand the specific business of their client. However, a strong in-house legal counsel can guide the entire legal course basis his close understanding of business;

- Protecting the company’s I.P rights and taking action against infringers, counterfeiters. This also helps protect the society and consumers at large.

What Are The Key Challenges That General Counsels Must Deal With On A Regular Basis, Irrespective Of The Industry Sector?

Rapid changes and amendments in Laws and case laws (judicial precedents from Courts and quasi-judicial bodies) and keeping pace with the same particularly the laws relating to Privacy, Digital Data, E-contracts, E- proceedings, Cyber laws, Competition & Anti-Trust Laws.

Being Tech Savvy

You need not be an expert, but must have a good control and command over the basic software skills and the development of dedicated software tools to meet with your function’s objectives; Increasing Importance of dual role viz a company prefers a General Counsel to also function as the Company Secretary overseeing corporate governance, compliance, ESG and Litigation

What Are Your Thoughts on Improving Synergies Between Law Firms And Corporate Inhouse Legal Teams?

Legal Team should be Valued More

This is absolutely the need of the hour since given the indispensability of the legal function for the survival and success of a business, it should no longer be reckoned or treated as a ‘bottleneck’ in business or be called adept with its members using only ‘ may’, could be’ may not be’. This is absolutely the need of the hour since given the indispensability of the legal function for the survival and success of a business, it should no longer be reckoned or treated as a ‘bottleneck’ in business or be called adept with its members using only ‘ may’, could be’ may not be’. In fact, the in-house legal team has a much higher liability and responsibility to discharge. After business functions the legal function should stand the tallest vis. a vis. the other depts/functions in the company.

Any Advice For Someone Exploring A Legal Career As An In-house Counsel?

Always opt for the harder right then easier wrong: be business supportive without compromising on compliance and ethics Hold strong commercial awareness. This combination makes corporate commercial laws an area of interest to me. Have a clear understanding of the company’s objectives, goals, and risks. This is necessary for delivering the most effective legal solutions that align with the company’s business operations You need not be an expert, but must have a good control and command over the basic software skills and the development of dedicated software tools to meet with your function’s objectives

- Do not give up on reading habit which you developed during your student days. Study every case law and analysis and subscribe to the best legal websites and online case updates.
- Do not give up on reading habit which you developed during your student days. Study every case law and analysis and subscribe to the best legal websites and online case updates.
- Do not do a superficial reading for the sake of making a good presentation to your management. Focus more on substance rather than form

Develop excellent Communication skills & practice Teamwork (rather than being a one-man army) with all business functions: Effective communication is key for an in-house counsel to convey complex legal issues to non-legal stakeholders.

Teamwork and collaboration: An inhouse counsel’s role requires collaboration and interactions with various departments in an organization. It is necessary to work collaboratively with other teams within the company to provide legal guidance that supports the company’s goals and objectives.

Finally try to settle down and work in a principle-based organization that challenges you to evolve professionally, while contributing to the growth of the organization.

Role of a General Counsel is ‘Paramount’ or even ‘Indispensable’ – Amit Vyas, Asst V.P (Legal) & Company Secretary, NOCIL Ltd.

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