In Conversation with Rajendra Misra, Executive Vice President & General Counsel | The Indian Hotels Company

Mr Misra, would you please tell our readers what motivated you to pursue law. You started your career at the Calcutta High Court. What pulled you towards an In-house role? What were the formative years of your professional career like?

I come from a family of lawyers. Perhaps the discussions in my family on myriad legal issues got me interested in the field. Over time, my interest in the field grew, I decided to make it my career, and began studying law. 

After obtaining my law degree, I began practising law as a Counsel in the Calcutta High Court. While I thoroughly enjoyed the practice days, I soon realised that there were two sides to any legal issue, viz. (i). Preventive, and (ii). Curative. As a practising counsel, one was only associated with the Curative aspect, whereas the Preventive aspect, which is an extremely important aspect, is beyond the purview. 

Later, in 1993, Indian Aluminium Company Limited (‘Indal’), a subsidiary of Alcan, Canada, was looking for an in-house Counsel primarily to manage its major legal cases in the Supreme Court and various High Courts across the country. I recall it was my father who suggested that I should consider experiencing the inhouse role as well, and then decide if I wanted to come back to the profession or wanted to continue in the inhouse role. I remember going for the interview straight from court, with no preparation, wearing my black coat and no tie – only to find to my horror several candidates immaculately dressed in suits and ties, seriously reading business newspapers and waiting at the office reception to be called for the interview. I don’t know what my interviewer and future boss saw in me, because out of the many candidates, he chose a greenhorn like me. God bless him for that choice because thus began my journey as inhouse counsel in some of the top-notch companies.

A few months after my joining, I was introduced to the files relating to major legal cases of Indal. These were high-value litigations relating to electricity laws and mining laws. The top-most Counsel were appearing in these matters, and very early in my inhouse career, I came to interact with them. Initially with a sense of awe, but followed quickly by confidence. I learnt from their discipline for this great profession. Several months later, Indal launched an Euro issue, and that placed me in front of US lawyers, defending the major litigations and assuring the lawyers that Indal had good merits in these cases and all was under control – something which I did with confidence, earning the Managing Director’s special award in the process. I also handled my first merger transaction at Indal, when we merged a captive power generation company, which was a subsidiary of Indal, with the parent company.

At Indal, not only did I learn about corporate law but also learnt the corporate language which is very different from the language used in pleadings, corporate behaviour and corporate dynamics. When I look back today, I marvel at those early days, and at the transformation which has occurred over the years. The early experiences transformed me from a Counsel to a Corporate counsel; made me appreciate the importance of dispensing with legal jargon and talking/writing in simple language which is understood by non-lawyers; and instilled in me the work-discipline which I follow till this date. My early days also brought about an appreciation that as in-house counsel, I should be looking at the business aspect of any issue apart from its legal aspects. That made me understand that a legal manager has to consider both legal and business aspects while arriving at an optimal balance, facilitating the business of the organization while always remaining compliant.

You have had a thriving career of close to 3 decades in the legal industry. You have worked across multiple industries, including personal care, home care, tobacco, food, lifestyle retailing, aluminium and tyre industry. What does it take to be a legal professional of your stature? 

Yes, I have indeed been fortunate to have acquired experience of working across several industries. I am of the firm belief that keenness to keep learning is a critical factor to success. Development stops the day a person begins to feel that there is nothing more to learn. The second crucial aspect is that one should enjoy what one is doing. Doing what one enjoys leads to amazing results. The other crucial aspect is to have the courage to take on a challenge, give it your best shot, and to have a positive approach while one is at it. It is equally important to have the inclination to understand varied businesses, and the laws relating to them. This may seem difficult, but never let it become overwhelming. Success does not come easy – so one should be prepared to work hard and work honestly. My movements to different organizations gave me the opportunity to expand my knowledge and experience. Over time, I have learnt that change is constant. There is always a risk in change; however, as they say, A ship in harbour is safe, but that is not what ships are meant for.

What does a day as EVP & General Counsel, IHCL look like? What are your roles and responsibilities?

My day usually begins with some work calls while on the way to the office, as a follow-up on earlier discussions or on issues of the day. Once in office, I tend to keep the first few minutes to myself, contemplating and deciding on things to be done during the day. A typical day has several meetings spread out through it – with my team, as well as internal and external stakeholders. As much as possible, I try to keep my meetings in the second half, to make time in the first half for studying files and papers, and for reading law etc. As principal legal advisor to the CEO and top management, my role requires me to be involved in issues of strategic importance to the organization and advising on legal aspects to facilitate the conduct of business in a compliant manner. A big part of my day goes in handling such strategic matters. I also spend time reviewing and guiding my team members on other legal issues which they may be handling. 

I try not to be in office till very late, though one makes exceptions sometimes if the situation so demands. On the way back home, sometimes I may get on to calls. And finally, given that we have operations across the globe, there are days when I get on to global calls at night from home.

Your legal career has been nothing short of an inspiration for many aspiring and young legal professionals. Would you please tell us about your mentors? Who have been your guiding light in your career? 

My first mentors were my parents, who instilled in us good values and also taught us the importance of working hard. I have tried to live up to their values and teachings. During my career, I have also had the opportunity to learn from several other people, viz. my teachers, my bosses, as well as Senior Counsel, each of whom have been an inspiration to me in their own way. In fact, I have found learning opportunities also with young professionals with whom I have worked during my career. Their energy and their fresh perspective towards issues have been infectious. Everyone has taught me something or the other, which has remained with me long after they have gone and has helped me become a better professional.

How did your team at IHCL respond to Covid-19? What are some of the operational issues in-house company departments are facing today because of the pandemic? 

The spread of the pandemic suddenly turned the world topsy-turvy. The sudden restriction on access to files and papers due to imposition of Lockdown has posed a challenge to all inhouse teams during this period. Further, in-house legal teams have found it challenging to keep track of the several Lockdown and Unlock notifications issued by Central and State governments. However, it was crucial to track them because they directly impacted the business, and business teams were looking towards inhouse legal departments for guidance. 

Technology has played a critical role in keeping things going during this period. My team and I started our journey of deploying Technology in the Legal function five years’ back, and that played a life-saving role for us during the pandemic. For example, during these times it was critical for us to control costs. One of the measures we came up with was to decrease lease costs by seeking lease rent waivers invoking force majeure provisions in the leases. For achieving this, it was crucial for the team to analyse our leases and identify those where we could invoke force majeure. Fortunately, all our contracts had been scanned by us in the past and were available on the Contract Management software. As such, even though hard copies of the leases were inaccessible, it was possible for us to access the contracts from our homes with ease, analyse them and then seek waivers in all cases where force majeure could be invoked under the terms of the contract. Consequently, we were able to make substantial savings in lease costs for the organization during these challenging times; and, as they say – every penny saved is a penny earned. Imagine, if we had not adopted Technology to keep digital copies of our contracts on the Contract Management platform, it would have been a near-impossible task to access the leases, study them and seek rental waivers during the times of the Lockdown when the offices were shut.

Again, Technology played a crucial role in helping us keep track of the various Lockdown and Unlock notifications issued by the Central and State governments, and in making them available to the business teams for their reference and guidance. We collected soft copies of the notifications from various sources, including government websites, GC Whatsapp groups etc., and then uploaded them onto a common digital platform, where these were available for reference by all relevant stakeholders. This happened almost on a real-time basis, making the life of the business colleagues a lot easier, and also enabled the Legal team to freely access the notifications for issuing any clarifications to our business folks. 

The Hospitality industry has been one of the worst-hit by this pandemic. With the imposition of the Lockdown and consequent travel restrictions, all traditional modes of revenue-earning dried up for the industry. During these challenging times, IHCL came up with alternate means of earning revenue, in the form of Qmin app for home delivery of our food to our patrons, conceptualising the 4D travel experience, listing Taj-branded products on the Tata Cliq platform for retail sale etc. All contractual aspects, intellectual property aspects, and other statutory aspects of these alternate streams of revenue were facilitated by Legal, enabling the organisation to continue to earn revenue through these alternate revenue channels when the traditional revenue streams had dried up.

Thus, while traditional methods of working as well as revenue-earning got severely impacted by the spread of COVID-19, we leveraged Technology and out-of-the-box thinking in order to continue sailing.

Sir, you have been a catalyst in transforming in-house operational style by introducing digital efficiency measures, automation and standardisation. Would you please throw some light on legal tech solutions that are a must-have!

I firmly believe that Technology can improve the efficiencies of the inhouse legal team, particularly in today’s day and age when the whole world is going digital. Technology does not just make life easier, it is imperative in today’s digital world. The spread of the pandemic and the consequent Lockdowns have also made it abundantly clear that Technology can be a life-saver in this VUCA world. Any efficient Legal department should be deploying technology for the management of its Litigations, Contracts, Compliance and Intellectual Property. An efficient Litigation management system helps one to keep track of the progress of litigations, as well as create a digital repository of pleadings. Other digital platforms today track Cause lists of courts across the country, enabling organizations to know whenever a new case is filed against them in courts, or whenever their existing cases get listed for hearing. For organizations dealing with a large, or large number of, contracts, a contract management platform is an essential tool to track their contracts, maintain a digital library of their contracts, as well as develop standard drafts. All in-house teams should strive to achieve standardization of their important formats in order to promote uniformity and to mitigate risks. Especially for a multi-locational / multi-unit organization, a Compliance management platform facilitates ease of compliance tracking, mitigating legal risks for the company and its senior management. One other important aspect of our role as in-house counsel is to spread legal awareness within the organization. This makes people aware of the legal implications their actions may have on the organization and on themselves, leading to risk mitigation. Here too, I have leveraged Technology in order to create e-learning modules (LMS) for spreading legal awareness amongst the Business teams and other Corporate functions, by presenting legal knowledge in simple terms in AV format.

I believe these are some basic tools that every inhouse Legal team should be deploying. Of course, as the world increasingly adopts digital technologies, in addition to the above, we will see more of online billing/reporting systems, AI-based GRC systems etc. being deployed across organizations.

What are the governance and compliance risks unique to working in the hospitality sector? How do you see governance and compliance frameworks changing with the emergence of AI? 

One fact not very commonly known is that for setting up and running a hotel in India, many licenses and permissions are required. Each hotel has to comply with Central, State and local-level laws and regulations. That in itself is a huge compliance risk. If you add to that the fact that hospitality chains are multi-locational, with hotels set up in different parts of the country, then the complexity and risk multiply manifold times. Now add to that the ever-changing regulatory landscape. As one can imagine, the complexities and the risks are simply mind-boggling.  

The world of Artificial Intelligence is rife with fantastic possibilities. AI can be very useful in helping organizations keep track of changing laws and regulations by navigating through websites of regulatory authorities, media articles, and other sources. AI and machine learning tools are capable of processing large amounts of data with speed and accuracy, assisting organizations in ascertaining compliance requirements and in taking requisite action. AI can also interpret regulations and provide organizations with concise, easy-to-read documents consisting of relevant parts of regulations. This facilitates speedy action to be taken. Tech-enabled solutions can also more broadly help in combating corruption. They can break silos in processes and data, proactively identify, predict, and/or monitor bad behaviour and bad actors. Technology that is predictive results in better visibility into the risk landscape, identifying potential risk areas for an organization and helping mitigate risks. Given the obvious benefits of AI, I can see that it would be increasingly used by organizations in the fields of governance and compliance. It will allow organizations to make more informed decisions and then allocate resources to mitigate risks. 

You led your team in successfully securing an “unconventional” trademark for the façade of Taj Mahal Palace Mumbai, an iconic flagship of IHCL and a defining structure of Mumbai’s skyline. Only a few iconic buildings across the world have been able to secure such registration. How did you manage to achieve such a unique milestone? Would you please briefly tell us about the challenges you faced in the process.

Over the years, I have registered many trademarks. I have always been intrigued by Unconventional trademarks. At IHCL, after reviewing the portfolio of trademarks, I wondered as to what more can be done to further ring-fence its IPR. I also had a burning desire to create value for the organization, because I believe that the Legal Department is not just a cost-centre, it can also create value for the organization. The Taj Mahal Palace, Mumbai is the iconic flagship of IHCL and a defining structure of Mumbai’s skyline. Since 16th December 1903, when the hotel first opened its doors to guests, it is widely recognised as the foremost temple of hospitality. We do not need a signboard on this iconic property for the public to know that it is the Taj hotel. To my mind, that is exactly what a Trademark is. Therefore, I went about securing this image trademark registration. We got the trademark applications filed through M/s. Anand & Anand, the top-notch IP firm. With vigorous follow-up, and working in tandem with the law firm, the registration was made possible in 7 months. One must commend the Indian Trademarks Registry too, who reviewed our applications, got convinced with the merits of our case and granted us the registration. It was a historic moment - the Hotel had become the first Indian building to have secured image trademark registration. Only a few iconic buildings across the world have been able to do so, eg. the Empire State Building, the Chrysler Building and the Sydney Opera House. With this image trademark registration, the iconic Taj Mahal Palace, Mumbai joined this unique and elite club. 

The India Business Law Journal reported this registration as one of the ten Star Deals in India in the year 2017. The IBLJ says that the criteria for such selection were “the novelty and complexity of the transaction or case and for any precedents that may have been established.” The development was also reported by the International Trademark Association (INTA) in its bulletin, was applauded by prominent IP lawyers and legal journals. 

Unconventional trademarks can become great USP and talking points for organizations. And, since they are unconventional, they at once attract attention. One of the most important requirements for Unconventional trademarks is that the mark should “distinctive”. We also had to deal with this aspect; however, the Taj Mahal Palace is quite famous and one of the most distinctive buildings in the country. As such, we could address the distinctiveness test quite easily. The other test is that the mark should be capable of being “represented graphically”. That also was quite easy for an image mark. However, in registering Unconventional trademarks, one should keep in mind these two critical tests which have to be passed. 

Mental Well-being: Work from home brings unique challenges. How is IHCL handling potential employee productivity and mental health issues? Are leaders, in the pandemic era, learning to be more flexible and sensitive towards their teams?

At IHCL, we appreciate the importance of mental well-being and realize the unique challenges this pandemic has thrown up for our people. To support our colleagues during these trying times, we partnered with a third-party service provider to ensure emotional wellbeing by extending psychological counselling support. Confidential professional services were offered with the help of 24/7 e-Counselling, telephonic, face-to-face counselling, Wellness coaching, Online Health Risk Assessment tools, Self-help Library/ Self-Assessment Tests, and E-workshops. These have gone a long way in supporting our people.

During this period, at IHCL we have regularly stayed in touch and supported each other. For example, especially during the Lockdown phase, the Legal team was having regular conversations over VC. Not only did we discuss work but we also laughed and joked with each other. Sometimes a simple conversation goes a long way to say that I am there for you, and such emotional support is crucial in comforting a person in the midst of challenging times. 

Perhaps for the first time, organizations and their employees have adopted ‘work from home’ at this scale. It is extremely important to maintain work time discipline during WFH, such that employees can reach each other during working hours, and regular work can continue smoothly. Maintaining work time discipline during WFH is important because while at home, each one’s time is under pressure from official as well as personal work. It is also important that the work gets reviewed periodically. One important aspect to remember is that while people are working from home, meetings and discussions are scheduled in advance and take into account the convenience of people. During these times, leaders have to be more flexible and understanding of their team members. The same household could have multiple persons working from home. Sometimes parents also have to supervise their children who may be attending classes or giving examinations. As such, the situation demands that leaders are more flexible and accommodating in their approach, understanding these aspects. No doubt, the pandemic and resultant WFH is making leaders more empathetic.  

Work-Life Balance: How do you make time for yourself in this busy world? What are your sources of creative outlet other than work? Any movies, work of art or books that left a lasting impression on you?

We live in an extremely competitive world today. Stress levels are high. Everyone is working harder to climb higher. In such times, the work-life balance assumes importance more than ever. While in office, I try to maximize use of time for work and tend to avoid working late, though sometimes I have to make exceptions for urgent work. Moreover, in this digitally connected world, and in a world where you are working across time zones, one is never really disconnected from work. However, it is important that in the midst of all this, one does disconnect once in a while and does other things. Apart from work, I am a regular speaker in Legal conferences and seminars, as a means of giving back to society. It is also a huge learning experience listening to other bright minds speaking at these conferences and seminars. Whenever the time has permitted, I have also written a few articles which have been published in the past. The pandemic gave me an opportunity of exploring the world of webinars, and I have spoken at a few. 

Apart from this, I enjoy listening to music – the range can vary from Hindustani classical to Ghazals to old and new Bollywood numbers. I also love books and read a few pages whenever I can take out some time. I have loved reading titles like Our Iceberg is Melting: Changing & Succeeding under Any Conditions, Who moved my Cheese? and Out of the Maze, and these have left a lasting impression. But my taste is varied, and I enjoy reading on a wide variety of subjects. And last but not the least, the Lockdown has opened a whole new world of OTT platforms to me, which I have been enjoying over the months. But above all, I love to spend time with my family, who have been my source of strength over the years. Nothing beats spending a weekend with them, enjoying some good food and good conversation.

Top General Counsel of India: What qualities are the most essential to be amongst the top 100 GCs of  India. A Business strategist or Jack of all trades—who is the best fit for in-house leadership of today? 

As I mentioned earlier, we live in an extremely competitive world. Only the best make it to the top. I believe that success is a result of a combination of many factors. Hard work, sincerity, having a positive approach, teamwork, ability to take measured risks, goods analytical skills – all play an important role in the journey. 

As a General Counsel, one may be called upon to advise on a wide variety of issues, ranging from M&A to contracting, from Intellectual Property to general legal issues etc. I believe that to be a top General Counsel, one needs to have a broad spectrum of knowledge so that one is able to advise on and handle such a wide variety of subjects. Further, an in-house legal role demands that a person has not just legal knowledge, but also a fair understanding of Business. A top GC should be solution-oriented, providing the business with solutions to their problems rather than raising red flags on everything. It is also extremely important that he should be able to speak out his mind without fear or favour, keeping the interest of the organization and all stakeholders over everything else. He should have the ability to balance both the Legal requirements and the Business requirements in order to facilitate the conduct of Business by his organization in a legally compliant manner. Thus, the ability to balance the two sides and the ability to play the role of a facilitator are extremely important. Besides these, a top General Counsel should also have his eyes and ears open to tracking the latest legal developments and industry best practices, so that he may deploy them for the benefit of his organization. 

Any words of wisdom from the treasure trove of your experiences for the future lawyers and young legal professionals of our country.

Knowledge is the most important asset of professionals. The field of Law is vast; Law is ever-evolving, and every day one is learning new things. The quest of knowledge is unending, and I would urge young professionals and future lawyers to never give up the desire to learn. Keep increasing your bandwidth of knowledge. It will always give you rich dividends. And, there is no substitute for hard work and sincerity. Whatever you are doing, give it your best shot. 

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