In Conversation with Kaushik Mukherjee, President, Legal, Indiabulls Housing Finance Ltd

Mr Mukherjee, you have 17+ years of diverse experience in the legal industry. Did you face any challenges, if so, how did you overcome them?

Response: I started my career with AZB & Partners; and thereafter, moved on to certain other notable domestic and international law firms practising corporate commercial and securities laws. After a prolonged period of working (including as a partner) with leading law firms, I moved to an in-house position at Indiabulls Housing, an erstwhile external client. Indiabulls, subject to regulatory and other approvals, was in-turn seeking to become a board run company with its promoter at the verge of declassification. Accordingly, I moved in-house at a time of transition that posed several challenges. I had to shepherd my employer Company to the next stage of its corporate evolution in which transparency and disclosures, along with robust compliances; were the requirements of the hour. The challenges were further enhanced by the on-set of Covid-19, which brought forth its own set of liquidity challenges to the financial sector. So my move to in-house was a bit of a trial by fire. But you know the saying – what doesn’t kill you only makes you stronger!      

You started your career at a prominent law firm in London. What made you gravitate toward an in-house role from a law firm career?

Response: My experiences at White & Case (and all of the other law firms that I’ve had the good fortune of working with) has moulded me into the lawyer that I am today. At the end of the day, lawyering, in my view, is the most important pre-requisite for becoming any sort of counsel including an in-house one. So my confidence in my ability to deal with legal issues (based on my training) and the excitement of shepherding my employer into its next stage of promoter-less existence is what attracted me towards an in-house position.     

What is your team size and what is the array of work you handle in your organisation?

Response: My team comprises 25 members across locations and is responsible for all matters involving corporate laws at Indiabulls Housing (IBH), as well at its subsidiaries including a non-banking financial company and an asset management company managing one of the largest real estate funds in India.  

I head the corporate legal function at IBH, one of the largest non-bank mortgage lenders in India. As a result, I look over all corporate transactional matters ranging from public and private, mergers and acquisitions, and capital markets transactions; in addition to structured finance transactions including under various senior/junior securitisation structures by way of which IBH co-invests with global PEs and others.

Additionally, I oversee all regulatory matters ranging from simple advisory in relation to compliance to strategizing (with external counsel or otherwise) in relation to investigations and disputes. Being in a highly regulated sector, IBH is periodically inspected by the National Housing Board and the Reserve Bank of India. This is in addition to being subjected to inspections by the Ministry of Corporate affairs and investigations by the Securities and Exchange Board of India and other regulatory bodies. As a result, my role entails significant involvement in regulatory matters comprising overseeing compliance policy matters to handling investigations and disputes along with external counsel.

What are the top challenges in terms of board management and governance in 2023? 

Response: As mentioned above, my employer is transitioning from a management-controlled promoter-run company to a board-run company headed by an independent chairman. Accordingly, the governance policies were required to be rewritten bearing in mind this change. Adapting to a new set of policies and compliance set-up is a challenge that I can think of at the top of my head in 2023.

In relation to governance and board policies in general, I don’t think 2023 has brought about any new significant changes to the governance regime that may become challenging.    

In your opinion, how does Budget 2023 fare for your sector?

Response: The Pradhan Mantri Awas Yojana that provides for housing subsidy continues with this budget thus incentivising home purchasers. Further, deductions of principal and interest with respect to home loans also continue thereby reducing the effective home loan rates and encouraging people to acquire property. Further, the raising of the slabs in relation to taxable income may also positively affect the housing sector as it results in more disposable income in the hands of mid-income consumers. This may usher in more investments in house property.       

Reactive or proactive, how would you rate SEBI’s performance as a market regulator? While the emphasis has been on a disclosure-based regime, do you see any grey areas in the overall regulatory framework?

Response: Securities laws are usually enacted in order to plug a mischief. Accordingly, as has been the experience the world over including in the United States, securities laws are invariably enacted bearing a situation in mind. This is as much a reality in India. Experiences like the one with Sahara for instance resulted in a lot of changes to the public issue and private placement regimes in India. So I wouldn’t really read too much into whether the measures adopted by SEBI were in-fact proactive or reactive but would only say that I have personally witnessed the evolution of various securities laws and disclosure regimes in India, and the regulator has continually raised the bar. Securities laws in India have also been proactively put in place based on the experiences of other jurisdictions in which securities laws were ostensibly more evolved. 

What trends are you witnessing in terms of ESG reporting and compliance?

Response: I see investments in ESG-compliant businesses increasing in the near to medium term. SEBI too has recently initiated a reporting regime based on ESG parameters. I see a lot of businesses in India that would look to periodic ESG reporting in the near future in order to access ESG-compliant investment funds.    

What would be your message to aspiring and young in-house counsel who are looking to tread a similar path?

Response: Focus on the study of laws. Follow all new rulings relevant to your sector and ensure that every change in the law is well-researched and understood. That and inculcating solid drafting skills through regular practice shall go a long way in establishing one as an in-house counsel.