Former Bharti Group General Counsel Sameer Chugh On His Illustrious Journey In Law

Mr Chugh, Would you please take our readers down memory lane and share about your illustrious journey.

I think it's been a long journey. It's been now nearly 25 years since I started off my journey in the legal field in a way that I am a lawyer, who, kind of decided to do law much earlier during my childhood and said, Okay, this is the field I want to do. So, started off my journey, initially in the criminal litigation side, joined a senior, of course, was told, after some months that this is not something that you will be able to do and this is something that you need to relook at. 

So, moved from criminal law into civil litigation, which was quite an interesting journey, did civil litigation before I moved into law firms, worked with with a couple of law firms starting with Singhania and Company which used to be one of the largest law firms, of course, and I had the opportunity to work under Mr. DC Singhania himself. 

That proved to be an interesting launchpad for me. It was something, which is very different, the law firms were a new phenomenon for India in those times. So, it was more around the fact that this is new, this is different, otherwise, it was all litigation in court. 

I got interesting exposure, insight and learning into arbitration world, which D.C. Singhania, himself used to do quite a bit. Then, of course, there was lot of corporate work with foreign investment along with strategizing. 

Moved on and joined another very good law firm. At Kochhar & Company. Of course, there was so much of interesting work. The firm was led by Rohit, who is a very dynamic person, no doubt. During that time, I think there was tons of work that we did for a Japanese client, we did a lot of work for the Americans, there was a whole lot of foreign investment that was coming in. 

My first experiences of really doing a detailed due diligence is what I learned over there. I realized that, it's not just about making agreements, it's also about going behind and understanding before you make the agreements. 

So, that was another interesting phase of my career. I did a lot of due diligence, did a lot of corporate, M&A and JV work. It helped me understand a company's side. 

The concept of General Counsel at that stage wasn't there, or it wasn't as popular as it is today. And General Counsel, today's treated like an essential person within the organization. 

But back then it was more like, you had legal people but not somebody who was really looking at it from an overall perspective. From there, I got my first opportunity to go and join NCR Corporation as their legal Counsel. So, I was the first in- house legal counsel that they actually employed in India. It was a very interesting learning for me, because, that's where I realized that there are a lot more things that go on internally. NCR was a company that used to manufacture and still does, ATM machines. In fact, at that stage, it was a very small company, therewere hardly any employees. It wasn't really gaining any market share. ATMs were not really a freely saleable commodity. These were equipment’s that could be only bought and used by banks and it still is the case.  So, in a way it was regulated. 

I remember the then General Counsel for NCR Corporation globally, John Hoke, extremely brilliant personality and an extremely excellent mentor talking to me and telling me that you have to look at it from the lens of how your managing director or your business looks at it. Do not see it as a lawyer because as a lawyer, you will tell him what the law is. And you will probably tell him, this is what we ought to do, but that may not be a solution that works for him. So, it was very interesting for me. And that was one of the initial lessons that I learned in my life. 

And that's when I said, the perspective has to be of the business, the solutions have to be mine, and the implementation has to be together. So, I started off looking at the business, and we realized that very quickly along with the managing director then, we realized that our customers were in Bombay, the regulator was in Bombay, our office was in and salespeople were in Bangalore, and therefore there was no way we were going to win in this market.  So, the first thing that we embarked upon as a journey was to turn around and move our offices to Bombay, get the sales team in Bombay, focus on the customer, focus on the business, so that took us about three months. The world changed, then suddenly, we were able to get in front of the customers faster, we were able to reach out to the regulator, we were able to reach out to the right people within the business and could turn out and provide the right solutions, we landed on our first ATM order of 100 ATMs which came from State Bank of India. Now getting to that order itself was a great learning because it also helped me negotiate with the government, SBI is a government bank, therefore negotiating with a bank like SBI, which was extremely bureaucratic back then was a learning because, for them, it was this is how we will do it, not realizing that ATMs are not their standard commodity. ATMs are not a product that's coming to you as a typewriter or for that matter as a cash turning machine. ATM has its functions, for us, cash was commodity, for them - cash was cash. So, that was a big learning to understand what the customer thought, what the business thought, where can we marry the two, which helped me to really negotiate understand and come up with a contract that allowed us to not only sell the ATM, but it also helped me to turn around and provide managed services which included the entire maintenance management of not just the ATM and the network piece but also of the cash which is a big thing when a bank turns around and gives you their cash and you handle the cash for them. It is something which is critical. 

So, big learning for me there was that you got to understand what the customer wants, the customer necessarily may not know the process, the customer necessarily may not know how your solution works, but your solution needs to work towards the end result of the customer. Post NCR, of course, I had the chance to move back to Delhi. It was a choice that I made because I wanted to go into my LLM. I decided to quit and apply for LLM, life had a different thought for me. I turned around and actually ended up joining British Telecom and had around exciting five years of journey with them. I was employee number four or five. And similar thing we used to sit in a small business center where it was more about planning to start our office but at the same time we didn’t  have time to keep planning these things, put an office together, put things together and then start sales or start work that happened alongside. In fact, all that started even before we started to think about what to do about an office. British Telecom was an exciting journey. First time in a telecom world for me to get into and understand the various telecom jargons was a big challenge. 

A lawyer can understand law but to then turn around and understand telecom jargons, what an MPLS meant and what an IPLC meant, I think was another big, big learning that and taught me the fact that, there are so many nuances in a business, that sometimes it's not what you see in front, there's a whole lot of things at the back. British Telecom was very exciting time that I had. We then move to an office, a much bigger office, globally, we decided to turn around and also do what we call a global resource team, which was basically a team that we put together saying that while the world is working in whole lot of contracts and things, and I'm talking with the other lawyers within the within the legal system of British Telecom. 

We realised that we don't need an external lawyer to come and help us in doing what I would call is very simple drafting work, research work, etc, when we can probably do that at much, much lower cost, and in a more efficient manner and in a more confidential manner within the country or within the system. 

That's when I came up with the idea and indicated to the management saying that why don't we start this team, we will hire a set of people in India, these people when for example, if you are into a contract, and the contract needs to be now amended on basis of the conversations while you have negotiated it, and they've been, listening to it, or if you brief them. We will work it here and we will turn it around and give it to you so that in the morning, you can be back in front of the customer negotiating the contract to achieve a faster closure. The faster you close a contract the faster, you are able to deliver a solution faster, you get revenues, which is the critical key for a business as well. So essentially we set up the global resource team at a variable rate and did a whole lot of M&A, did a whole lot of other transactions including outsourcing contracts.

I was pulled to the London office as a consequence of the  good stuff that happened in India. This led to another exciting journey for me.

I worked on major contracts and deals, major contracts or transactions. These transactions were essentially to the tune of  $50 million across the globe. It helped me to actually work in an environment outside of India. 

It showed me the world is one and one can actually turn around and utilize his learnings from one jurisdiction to another. You has to be mindful of essentially what the culture or the custom of that country is and if you don't offend that, they will understand what you're saying. That was an exciting, period of two and a half years in the London office till I got called by the SR group. 

The S.R. had big plans, they wanted to set up a telecom business, they thought I was fine to be the general counsel for the telecom business. So therefore, moved back to India. I was based in Bombay. SR as a group is very dynamic, always on the go. 

I wanted to do something that was my first stint working for a huge promoter organization. So, I started off the journey.  We, at that time, were bidding for the Africa assets, that we wanted to acquire, which eventually got acquired by Airtel. There was a  whole lot of M&A happening. So, they made me the head of legal for M&A across the globe, across the group. And that was a journey, which was again, extremely, extremely exciting, because of various transactions. 

So, we bought oil companies, we bought mines, we bought luxury companies, we bought telecom companies and then of course, as a whole lot of standard run of the mill acquisitions of various companies like retail, and electronics, etc. Those things were, of course there. So that was another journey, which then told me how a promoter thinks. 

What to your mind, is the difference between working for a promoter driven company and working for a MNC?

Working for MNC is a very different world. It's a very, very process- oriented place. Whereas in a promoter driven company, you need to have a process, but at the same time, you need to be far more agile. The big difference between an MNC and a promoter driven organization is that in an MNC, you have a process and therefore, unless and until you get a whole lot of sign offs, of course, you maneuver and manage your way to ensure that the sign offs come quicker, and sometimes you take sign offs later. But the sign offs are a mandatory requirement, versus a promoter driven company where there's a decision to take a decision, the promoter confirms that you just go ahead, the rest of it will follow but you turn around and achieve the objective. That was a very Exciting three- year journey, working on major transactions across the globe, doing new things every day, getting into contracts, getting into disputes, getting into joint ventures, breaking joint ventures or rather exiting joint ventures. 

So, post which after that I got approached by Cummins, an extremely excellent organization to work for. Cummins is an American company in the business of manufacturing generators. So, Cummins is also is a listed entity in India and lasted for more than 50 plus years. In fact, now they're just about 55 odd years old. Again, a company, which is culturally, ethically, morally, in every sense, top of the board. They will never turn around and do anything, which is even remotely questionable. And that's the high integrity and culture of that organization. It felt home more so, because coming from a promoter organization, sometimes, there are shortcuts that you feel need not have been done. Having said that, it was an excellent place to move into.

I had the big fortune of then getting into how manufacturing was done, because earlier, of course, it was way back in NCR days when I had kind of set up a manufacturing plant for them in India. But, then really the understanding of manufacturing, the understanding of how a plant runs and setting up several manufacturing plants was an experience of a lifetime that I got in Cummins. We set up about, 14-15 plants, a whole lot of plants that were shifted there, some are pretty brand new from scratch, it's now 450 acre facility, state of the art, I still remember that, post the first few plants that were put up, we had the global CEO, Tom come in and say, 

This is better than what we do in the US. 

From there I moved on to Airtel. 

Airtel was in a bitter battle with Jio, when they launched, being through the thick and thin of the litigations, again, very exciting place, as well as a place again from a compliance ethic point of view is way higher. Working with the promoters again, gave me an opportunity to be more agile, think more agile, and really get to a different level. I spent about five years in Airtel and then over the last two years moved as a group General Counsel for the Bharti group looking at all of the various places. So, it's been an exciting journey. And of course, there's always new things that you do, learn and find.

I have had some interesting learnings at Airtel and as Group GC, for Bharti Group where in a fiercely regulated environment, and a fiercely competitive environment again, you have to keep your guards up, you have to turn around, keep your antennas up, and you have to turn around and predict or rather pre-empt or prevent, rather than turn around and, really play the ball when it comes. You got to be the one driving the ball rather being driven by the actions of others. 

So that's been an exciting journey till now. And it's been a been a been a great learning. So that's been the about 25 years of my life filled with great learning and  interesting experiences.

Thank you so much for sharing that illustrious journey with such great examples of your ATM setting up and other things, which are the practical things that one needs to know of. Before you leave, Sameer we'd like to ask you that one thing that takes to be a group General Counsel? 

Understand your consumer. So essentially, as a group General Counsel, remember, you are for the business and if you are not for the business, you can't be a group General Counsel or a general counsel for that matter. Remember that you are the advisor, you are the strategist and you are the go- to person that the business must see. If you are not seeing their perspective, If you are not with them, then it doesn't work. 

Thank you so much, Sameer! That's some great takeaway for all of us. Thank you so much for joining us today and sharing your great journey with us. 

Note: The automatic transcription from BW Legal World GC conference  2021 has been lightly edited for a better reading experience. Some names and parts of the transcription may carry inadvertent errors that we are in the process of editing. Thank you for your understanding.