In Conversation with Dr Sanjeev Gemawat, Executive Director & Group Company Secretary, Dalmia Bharat Group

Dr Gemawat, please take us down the memory lane. Please share with us the formative years of your exceptional journey. What motivated you to study law? How was your first year after college like?

I grew up in Rajasthan and studied at various schools both government and private. I was extremely passionate about reading. So good academic results and insights followed. Our childhood activities were very different from what kids nowadays do. There was no social media, no television and no internet. We played in open grounds, went for picnics and played a variety of indoor and outdoor games. We learnt as much from books as by experience and life in general.

As a student, I was extremely fond of reading biographies. I was highly motivated by freedom fighters, politicians and thinkers, all of whom as a matter of coincidence happened to have a background in law.

I went on to acquire one professional degree after another. Besides law, I am also a chartered accountant, company secretary, cost accountant etc. Law as a discipline intrigued me as it is a requisite for all businesses. In my view, the thoughts of a lawyer start from where the thinking of other people ends. As I see, law as a career helps you in appreciating things from that point of view which probably others may not even consider. Coupled with this was the fact that during my student days, liberalization started in the Indian economy. MNCs made a foray into Indian market. New avenues opened for legal work in the corporate sector. It was the time when change was welcomed and to do something new or different was motivating. This new opportunity because of the changing economic scenario coupled with my zest for utilization of my analytical skills made me choose law as a career. I got interesting offers from business houses. And so began my journey as an In-house counsel.

Did you have any role models in the legal fraternity or outside of it? If so, what impact did they make in your career and how?

The biggest influence during my formative years were Mahatma Gandhi and Nelson Mandela. I read a lot about these two. Both have so many similarities and embedded in my young mind as to how a single person with conviction, mental strength and determination can shape the course of a nation. They were both a shining example of how genius and greatness is born out of adversity.

Besides people, I found the greatest inspiration in nature. Nature continues to inspire me even today. Resilient, perseverant, dynamic and everlasting. There is so much we can learn from all aspects of nature around us. Even after thousands of years and hundreds of calamities, it reinvents itself and continues to sustain.

Please give our readers a sneak peek into your job profile. What does a day as Executive Director and Group Company Secretary, Dalmia Bharat Group look like? What are your roles and responsibilities?

I am currently employed with Dalmia Bharat Group as Executive Director (Legal) & Group Company Secretary. It is a Business house that carries a legacy of 75 years and more. I look after legal, secretarial, regulatory & compliance affairs of the Group.

My day starts with planning and making brief sketching for the entire day. This happens at home before I leave for the office. The sketching works in my mind during my morning walk and at times stretches till the breakfast table also. As I have a long commute to the office, my office work starts with taking a few calls enroute. Once I reach office, on any normal day, my routine would be like – review of preparation for the day with the teams, meetings with other functional colleagues & CEO/MD, attending court/ arbitration proceedings, and of course conferences with external lawyers.

My work profile includes litigation/arbitration, corporate restructuring, mergers and acquisitions, regulatory and public policy issues, compliances, contracting, documentation and day to day advisory.

How did your team at Dalmia respond to Covid19? What are some of the operational issues in-house departments are facing today because of the pandemic? From LMS to document management systems. Is there a tech toolkit every company can adopt?

Pandemic and lockdown, unprecedented and unchartered territories took the entire world and humanity by storm. We at Dalmia rose up to the situation and handled these new challenges very efficiently, I must say. The communication and implementation of the directives issued by Central & State Governments and local bodies as well as the interpretation of the Disaster Management Act and the Epidemic Act was the key aspect for legal teams during the initial phase of lockdown. “People first” has always been our approach and it helped us a lot during pandemic in understanding and responding to their expectations and their well-being. The teams started working from home for longer working hours addressing the issues arising out of supply chain disruption and interpretation of force majeure clauses in various contracts. The pandemic also brought in us significant transformation towards digitization. Virtual meetings are the new norm. While in the short term, the operational issues which in-house departments are facing because of the pandemic mainly default in contractual obligations and interpretation of force majeure and doctrine of frustration; besides in the medium term, the in-house department would have to face issues arising out of disruption in supply chain and consequent defaults including bankruptcies.

While the future role of the in-house legal departments would continue to be that of a Strategiser, Enabler & Protector of the business and technology would be the epicentre of this role. The role would be largely driven by technology in various forms from automation and digitisation of the processes & documentation, to use of artificial intelligence & analytics and application of various machine learning models to legal tasks. I am sure, innovation in technology and its use in legal functions is a matter of time, and very shortly we would see a sea change in the functioning of the in-house legal departments which includes not only LMS but also documents management system but also customised toolkits for different industries depending upon the extent of automation and use of AI.

What are the peculiar governance and compliance complexities/risks pertaining to your industry?

Like any other core sector industry, the cement industry is also a highly regulated industry at all levels of its manufacturing cycle. From limestone extraction to cement, at every stage, one or the other legal and regulatory mechanism would be impacting the industry. Besides, general commercial, industrial and labour laws; industry-specific legal framework, whether in the form of Mining Law to Environmental Law poses various governance and compliance complexities. Moreover, manufacturing plants are generally located at different remote locations depending upon the proximity with the limestone reserves. Of course, frequent changes in policies of the Government at various levels and our ecosystem which allows frivolous and vexatious litigations are also major challenges and risks which the Industry has to cope up.

How did you see the corporate governance and compliance regime-changing during the pandemic? Do you see it evolving drastically post pandemic?

The Covid-19 pandemic and the resultant health and economic crises led to difficulties for many companies to meet their obligations and compliances whether they be contractual, statutory or regulatory. The Governments and regulators across the jurisdictions including

India was quick in responding to these challenges. Steps have been taken to adjust certain regulatory requirements like holding of AGM, disclosure requirements, no bankruptcy proceedings on account of payment defaults due to Covid-19 crises and so on. During this crisis, companies and boards realised the importance of Risk Management and today there is an increasing focus on three ‘M’s i.e. Man, Money & Material. The learnings due to Covid- 19 coupled with the advent of 4th Industrial Revolution forcing companies across the globe to redefine the Corporate Governance frameworks keeping in view the objective of Stakeholder value enhancement and consequently increased focus on environmental, social and governance goals.

How do you see legal compliance frameworks changing with the emergence of AI?

With the emergence of AI, while businesses can drive operational and cost efficiencies, benefits to consumers in the form of better services & products and strategic transformation of businesses; at the same time, the potential risks and unintended consequences including concerns about cybersecurity, data protection, unfair treatment of customers and anti-competitive outcomes may be immense. Besides, there is a fear that AI in an unregulated environment may lead to ethical and legal issues like transparent decision making, bias, procedural fairness, accountability. Also, the possibility that management may not fully understand how the decisions have been made by the complex AI models and difficulty in justifying to regulators. These challenges certainly pose problems for the legal and regulatory compliance frameworks and we will have to see how the law will evolve in response to AI. Even the concept of strict liability and vicarious liability would have to be redefined. Businesses would have to evolve their compliance framework and it is important for both the industry and regulators to work together and contribute towards addressing the potential risks and unintended consequences of the use of AI.

What is your take on the notion of Work-Life Balance? What keeps you busy other than work?

We, Indians are infamous over the world as workaholics. But during the recent few years, work-life balance is much talked about and also worked upon. It is important to spend after-work hours in such a way that it provides a physical and mental balance to the highly demanding and strenuous office life. One should devote quality time to family, hobbies and society. Other than work, I enjoy reading, going out with my family for drives and dinners and holidays. I spend almost 60-90 minutes reading, rejuvenating, writing or some research work.

I strongly believe that one should give back to society what we gain from it. I regularly go for conferences/seminars etc. and interact with professionals and students. Not only do I share my perspectives with them and answer their questions but in the process, I also learn and feel motivated by them. One does not have to wait till retirement to give back to society. It should go parallel with life.

Do you still find time to pursue your hobbies? Would you please recommend any movies or books that have had a profound impact on you?

Yes, of course. I read a lot. I practice yoga, meditation and pranayama regularly. I also love travelling to places of historical interest. Richard Attenborough’s Oscar-winning movie Gandhi is my all-time favourite. I read lots of books on a variety of topics. I have a great interest in Jainism, History, Temple Architecture and Mythology.

Dr Gemawat, would you please briefly share your views on the multifaceted role of today’s General Counsel – What do businesses need in current times?

The contemporary role of General Counsel is of STRATEGISER, ENABLER AND PROTECTOR in business. This contemporary role has taken precedence over the traditional support function of litigation and documentation. This transformation of GC’s role resulted in they becoming now much more business-oriented and proactive in dealing with the challenges businesses are facing. Risk and reputation management, regulatory and compliance issues are equally important for GCs as their traditional key responsibilities for documentation and litigation.

In current times where the legal and regulatory environment is highly prescriptive and challenging, and business models are changing and becoming more complex and more global, businesses look for GC as their business partners and this is what is paving way for GCs to head businesses.

What to your mind has helped you get to where you are and what advice would you have for others who want to achieve success in the legal profession?

The single most important matra which I follow is “Never Stop Learning because Life Never Stops Teaching”. My advice to others in the legal profession or for that matter any other profession would always be to pay attention to detail, there is no substitute for hard work, keep yourself abreast with the latest developments and changes in your field and above all never lose the connection with your family, your country and your roots. For legal professionals particularly, my advice would be: “Never say ‘NO’ and Keep all doors open, many times, even wild ideas get sold.

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