Competition Act: There is an urgent need to bring rules to India that are similar to the EU—Ajai Jain, GC, Godrej & Boyce

Many Congratulations on featuring in BW Legal World’s General Counsel 100 list for the year 2020. We’d love to know about your journey so far, most memorable experiences, and your thoughts on receiving this Award. 

It was a very modest start in 1984 as an Accounts clerk in a private limited company when I was also pursuing LL.B. and Company Secretary course. I had completed both the courses by 1990 and become Company Secretary & Legal Head of a listed company in Birla Group of companies. Next 30 years, working with various domestic and multinational companies, I gained experience handling public issues, private placement, open offer, M&A and restructuring transactions, and heading the accounts, tax and treasury functions in India, Mauritius, Sri Lanka & Bangladesh. 

An award or similar recognition is a motivator not only for oneself but for the whole legal team. It gives us new energy to work with innovative ideas, help business achieve targets, and provide a compliant atmosphere.

Memorable Experience:  Handling of multiple layers of M & A transactions, which is cashless, between USA, India and Mauritius entities, to increase the shareholding of the parent company of USA to 72.15% from 52% in Indian subsidiary. In this transaction, I handled cross border agreements, FIPB and RBI approvals for allotment of shares to Mauritius entity, opening of Demat accounts of overseas entities which enabled high savings on stamp duties on share transfer, merger of entities thru High court’s approval of different States, savings of stamp duties on assignments of debts etc., and similar savings on sales tax while transferring assets to other entities.

What do you attribute your success to? What would you say has helped you emerge as a top General Counsel in your industry?

To become successful, one needs to stretch oneself beyond one's ‘normal’ role in the organisation. In addition to my role as a lawyer, I stretched myself to pick up additional challenges in the area of tax, treasury and accounts, logistics, HR & IR, compliance processes, setting up new businesses in India and abroad.

I also strongly believe in grooming young lawyers and delegating intelligently. This helps ‘you’ focus on strategic matters and future needs of the organisation while also encouraging accountability and ownership in teammates and helping them grow as lawyers and future leaders. 

Another key contribution to your success is your team. It is of utmost importance to have a motivated, energetic, and happy team working towards a shared purpose and common goals.

What advice would you have for others who want to set off in a similar direction? 

I have followed a few basic principles in my professional life, and I feel these will be equally effective to all newcomers:

• Focus on softer skills (communication skills, people skills, analytical skills, pro-activeness, collaboration, delivering results, team management and mentoring, etc.). These will help you not only as a lawyer, but also as a team member, and someday as a leader. As you grow in your career, the softer skills will enhance your deliverables and competencies.
• Gain knowledge more than others, work harder than others and expect lesser than others - this makes you a ‘complete employee’ for any organization. It is important to keep learning and enhancing your knowledge at every stage.
• Always provide support and encouragement to your team members and be approachable. 
• Follow the principle, ‘beat the timeline instead of meet the timeline’.
• Do the background research. Understand the matter in detail. Try and find solutions to the problems. 
• Keep your managers informed and don’t give them surprises.
• Be a business enabler. Understand business perspective. Provide practical solutions to businesses.  Even as a lawyer, it is very important to understand the business of your own organization and also that of your competitors’ organization. Good business understanding will make you a well-rounded lawyer.
• Network. Share ideas with others and learn from others. 

Would you please share with our readers the array of work you handle at your organization? What is your in-house team size, and would you please allow us a little peek into your routine at work?

Corporate Advisory 

Commercial contracts 

M&A and other transactions

General advisory 

Real Estate and Dispute Resolution

Real estate-related matters

Commercial Litigations 

Intellectual Property

Patents, Designs, Trademarks & Copyrights

Quality Management System

Accrediting ISO-9001 to Legal Department

Creating Sustainable Value through EFQM (European Model) 

Legal Team

We have a team of 20 lawyers, 1 engineer + lawyer, 4 paralegal staff and 5 court clerks & support staff, totalling to 30 members.

SNEAK PEEK INTO MY DAY AT WORK

• Meetings with senior management and business heads on strategic matters.  
• Sharing new developments at the leadership level with my team to make them ready for new responsibilities/learnings.
• I follow an “open door” policy, wherein any team member or business colleague is free to discuss matters or their pain points with me. 
• Before calling it a day, I plan my next day in advance in my outlook calendar.
• With the onset of the pandemic, we have adopted work from home and now have completely adapted to the new normal. 

In what ways has your business sector/industry been impacted by the pandemic and the subsequent second wave? How long would it take for the industry to revive?

We are in the business of manufacturing industrial and consumer goods and both were adversely affected due to shutdown of manufacturing sites and logistic support in the first quarter of 2020-21. However, we faced the challenges head-on and have bounced back in the 2nd quarter and were able to close the year on a satisfactory note.

The second wave of pandemic is another blow to the normal operations, but we are well prepared to handle it and thus operations are running smoothly with some knee jerks in some parts of India. We are positive that we will be able to recover from this soon and business will be back on track. 

What have been your key learnings as the legal gatekeepers of your company from the year past and what are your predictions for the future?

• Focus on Force Majeure (FM): More focus on drafting Force Majeure clause in all new agreements. Disputes related to FM to be dealt more through negotiation instead of litigation. 
• Importance of Collaboration: Frequent interaction with the board members, working with cross-functional teams such as HR / Operations, and inter-division collaboration. 
• Digital Savvy:  The pandemic has highlighted the need for all of us to be more tech-savvy. Collaboration tools have helped adapt to the work from home challenges.
• Development of a strong knowledge base: It is very important to create a strong legacy of knowledge material. We created various clause directories, FAQs, manuals, etc., covering topics that are frequent issues faced by the businesses.

Predictions for the future: In view of the second wave of Covid, I am expecting another tough year for the business and so too for the legal team. It will be interesting and challenging to think about new solutions, innovative ways to support business.

Any significant legislation or decision of the top court that has been a welcome change or has been rather mistimed in your opinion. 

There are many court cases, legal precedences that oscillated my thinking process in the last few months:

Labour Code 2020

This is a welcome move as it slows the use of technology, effective enforcement, and consolidation of the numerous codes/legislations. It improves transparency & accountability.

New Consumer Protection Act and E-commerce Rules 

Once again, a welcome move in the interest of the consumers by setting up a regulatory body and bringing the ‘product liability’ under the purview of this legislation.

Competition Act: 

• How is a habitual defaulter allowed to file a ‘leniency application’ again & again for the same offences in different cases? Law should be amended in this respect.

• There is an urgent need to bring rules to India that are similar to the EU as reality in India is at par with the European countries.

SC Judgements: 

• TRAI Case on AGR: It was unexpected that SC confirmed ‘all kinds of revenue’ shall be treated as AGR and companies shall be liable for royalty for ISP/TSP. On the other hand, in competition law, SC has taken a view that only ‘relevant’ turnover shall be considered for calculation of penalties under the Competition Act.

• Tata V/s Cyrus Mistry Case: It has really settled the position of ‘executive director’ that once you are in that position, you should be the custodian of the interest of ‘all the shareholders’ and cannot parallelly wear the hat of representative of the ‘minority shareholders’- you cannot wear two hats.

• Lockdown in U.P.: Negating the order of the Allahabad HC on imposing lockdown in the State of UP has really perturbed me.

• Acknowledgment of Debt: Asset Reconstruction Company (India) Ltd. V/s. Bishal Jaiswal & Ors. has held that entries in balance sheets can amount to acknowledgment of debt for the purpose of extending limitation under Section 18 of the Limitation Act.

• The IT Rules 2021 introduced several changes to the existing legal framework applicable to intermediaries and publishers of news or online content. The scope and validity of various aspects of the IT Rules 2021 have been challenged by various stakeholders before different courts. The outcome of these petitions will provide guidance with respect to how these Rules are to be interpreted. 

An experience, matter, or person that left a lasting impression on you.

LAWYER TURNS BUSINESSWOMAN

In these challenging times, one of my colleagues from the IPR team identified that it was important to offer solutions to customers to help them during the pandemic. She went beyond the role of a lawyer and scanned the global scenario and identified the Ultraviolet (UV) technology which has proven efficacy in killing germs, toxins, viruses and bacteria while sanitizing and cleaning air and surfaces. 

She proposed the idea of a sanitization box using UV technology. If done conventionally it was a time-consuming and effort-laden task. The idea was picked up by business and they launched a box fitted with UV technology and the same was well accepted by the consumers in the market.

Kudos to my colleague- Ms. Gitanjali Bhatnagar- Head of IPR (Patent & Design)

Company Law Departments of the future: Legal Tech tools that are transforming the traditional methods of in-house legal work in India. 

Use of technology has increased in all fields and the legal field is no different. Technology landscape in the legal field spans over various solutions. We have recently implemented a Contract Lifecycle Management Software and an IPR Management Software. Both these tools have helped us create visibility, mitigate business risks, and streamline our processes.

What keeps you busy when you’re not working? Any favourite book or movie/series that you'd like to recommend to our readers.

I love to read a lot. I read business magazines, which help me stay abreast with recent developments in the corporate world, management books - Harvard Business Review, Mckinsey Reports, Business Today, etc. This helps me gain perspective and insights into managing my function, team, and business. 

Recently read books are –

• Jim Collins: Good to Great
• Sarah Harvey: Kaizens
• Stephen Covey: Great Work, Great Career
• Devdutt  Pattnaik: Gita
• Shiv Khera: You Can Achieve More
• HBR: Management Tips

Other best use of leisure is watching cricket with my son, listening to old Hindi songs, and having a relaxed evening with the family over a cup of coffee.

Any CLD* initiatives highlighting the company's forethought for its employees, customers, suppliers during these turbulent times? (*CLD: Company Law Department)

At Godrej, we have taken several initiatives during Covid-19 in the interest of employees, customers, and suppliers.

• For the Legal Team: Frequent team meetings to ensure emotional management, greater bonding, improve collaboration and share experience and knowledge. 
• For Employees: The medical insurance amount has been doubled and a safety team has been created in every zone to provide support to the employees and their families in medical emergencies
• For Customers: Providing flexibility in payments terms
• For Suppliers: Considerate approach while negotiating commercial terms as we recognize that all of us are dealing with the same difficult time
• For the Community: Crowdfunding for various NGOs that cater to the needs of various sections of the society as per requirement.