"GC is a strategic partner to the business."Jatin Kumar Jalundhwala, C.S.& Joint President (Legal), Adani Group

Evolving role of a General Counsel over the years

Let me share that when I joined Adani Group 15 years ago, I was having a team of only five people with me. Today, we are more than 70 people in the legal team. This clearly indicates not only the development of the group, but also the importance of the legal fraternity. If you see in the last five years there has been a 360 degree change in the business patterns, these are the legal complexities. We are seeing tremendous jump both on the litigation sides as well as non- litigation sides. For example, merger and acquisition activities have gone up substantially and rapidly. Such mergers and acquisitions are taking place either through joint ventures, mergers, acquisitions of new business or acquisition through IBC rules. So, in last five years, that is a paradigm shift as far as legal world is concerned, and in- house General Counsel has become more of a statistical adviser than only an implementer. The role of the General Counsel has substantially grown up and become more like a strategic partner. 

I've seen the last five years, if I know the law, it's not enough for me. I may say or some general counsel may say, I know a lot of laws, I know the amendments, but that is not going to fulfill the objective of a general counsel unless and until he understands the business because we have to be careful about the business need, what business requires and how as a general counsel or as a legal person, I will be helpful to the business. So, it is a must that how to work hand in hand with the business, interact with the business, interact with the CEO every regular interval, know what development is there in the business, how the business is carried out what types of acts are applicable to a particular business. 

Multifarious and growing complexities of law

Adani Group has varieties of business, starting from trading to manufacturing and services also. Most of the people know that we are in infrastructure, renewable energy than other energy business, we are also in natural resources, in the real estate also. That means so many businesses are covered at one place, that it is a must for a general counsel to understand the business first and that is the need of the hour today to become a successful General Counsel. If you see in last five to seven years, even the legal world has also changed a lot. There has been new enactments and we have to be completely aware about such enactments. For example, mining acts, RERA, IBC, amendment to Arbitration Act, competition law, all of this has seeing the paradigm shift and changes in last five years. So, it is must for a legal person to be up to date on this and that is where you should be having a research team in your particular legal department. 

Every day you see so many complexities arising and no new law is established by a particular Supreme Court judgment or some judgment. So, your team and yourself shall be completely aware about such developments, including any new notification issued, any circulars new issued, any new judgment passed, how far it will be having an impact on the organization. 

Not only this but, when you come across certain such judgments, which has the impact on the business, it is a must for the general counsel or the team to also coordinate and communicate to the business that these are the new enactments which have come, this is the new judgment which has come, which has the impact on our business like this. So, last three to four years IBC is becoming a talk of town everywhere. Similarly, GST that's also an indirect tax, which has become evolving as a law that it is a must for a General Counsel to know about that act. 

Litigation is not a good result

What are the developments in that, what are the implications of this act. What my colleague Mr. Badri said I agree to him that litigation is not an end. Actually, we shall first try, how to minimize the litigation, how we can stop the litigation. The objective of a legal team today is how for best, we can trap the agreements, joint venture agreements or other contracts so, there may not be any litigation arising out of those portraits. Secondly, litigation is not a result because it takes number of years to decide which may be in your favor or against you. So, we should convince and try to find out a way with the business on how can we solve this problem? There are a number of examples which are I have been experiencing but I can give one example. One arbitration which started in the year 2012 and now in 2019 i.e. after seven years We got our money. First process of arbitration, then section 34 then it goes to the High Court then it goes to The Supreme Court and even when there is a government against it, then they may go for review and they may go for some other things. So, all of this takes number of years to complete the process and to get the money. So, it's very important that litigation is not a solution of any dispute. 

Compliance, Transparency and Corporate Governance is crucial for business

Apart from that, in today’s world it is necessary to comply with CTC, some people may say that I'm talking about my CTC or someone’s CTC, but it's not like that. C is Corporate governance, T is Transparency and another C is a Compliance. Today's world is of these three things and the people get or the organization get a good marking or rating when it adopts corporate governance, transparency and compliance. Compliance needs what? There are a number of things which are required in compliance. 

Automation is a must

One of the most important point is in automation because for example, in our infrastructure business, if I want to comply with all acts, there are 300+ acts covered in particular one business. If I do not do automation, then it will not be possible to comply with everything because there will be some human error in this. So, it is a must that any organization cell to have an automation as a basic requirement in today's scenario. You all have seen the COVID situation, what has happened in last one year. There is a vast change. Previously, the people were having a physical meeting, suppose I have some meeting in Delhi I just fly over from Ahmedabad to Delhi and have a meeting and come back. But, nowadays in last one year if you see, it’s work from home, talk over, talk virtually, I am doing the same today. So, this has become a need of the day. Therefore, there are certain points which even the legal team or the legal world has to see that work from home is a good system but, in that case, you have to find out a way along with our IT team about the data privacy and how you are in a position to protect your Data, that is very important. As work from home, people sitting everywhere at home, then data is transferred from X place to Y place then how we have to put it into a particular automation system that it is stored and put in a confidential way. So, these are the needs in today's world as far as General Counsel is concerned.