In Conversation with Shilpa Sharma,Vice President Legal & Chairperson, Inox Leisure Limited

Ms Sharma, you were a student of English Literature. How did the idea of pursuing law as a career come about?

Post appearing for my graduation exams in English Literature and a Diploma in Travel & Tourism, I was all set to start a career in the 'Travel and Tourism field as I am a travel freak. But a summer job before my graduation resulted in a meeting with a stalwart lawyer in Indirect Tax as his assistant changed my decision from a career in tourism to a a serious career in law. I joined GLC, Mumbai and would attend classes in the morning and work post that with my senior. I still remember Sir taking my interview and asking me – “Do you know what Indirect Tax is”?  I answered, not really. I know it is some tax which has to do with math.” Then he asked me, “Do you read Economic Times” and I answered, “No I read Shakespeare.” He had also asked me “Why are you here?” I answered “I have terrific logical mind and have read a lot of Perry Mason and Sherlock Holmes. I want to be your Dr. Watson” And the rest is cliché’. I joined him as his assistant and simultaneously joined law and knew my mojo.

Did you have mentors in the profession? Tell us about the formative years of your legal career. 

I have had several mentors in the profession. Initially, as I mentioned how I started my career, so my senior was my first mentor. But of course, post that when you work in various places over the years, you unknowingly are mentored by so many people. I remember one such mentor in the early years of my career. In my first appearance in the court, I faced a two-member judge bench. I was too naïve, with butterflies in my tummy and all alone, when one of the judges gave me a tough time and I cried in the court. During recess, the other judge mentored me to face the courtroom with confidence, look into the eyes while arguing. There was no looking back post that. Even in your law firms, or offices, there are people to mentor you unknowingly who bring out the professional you turn out to be.

As an in-house lawyer, you must be dealing with documentation and contracts on a daily basis. What would be your suggestions to simplify contracts that nowadays run into hundreds of pages?

Yes, we do a lot of documentation and contracts on daily basis. Finding common ground between two or more parties is the essence of contract negotiation. Generally, the process includes both internal and external stakeholders. Negotiations require one to give and take, which means that over the course of conversations, proposed contract terms are likely to change many times. The drafts finally run in hundreds of pages. There are times, when the same thing is repeated again and again in different words. Sometimes, the language has to be read and re-read to understand the meaning.

Contracts need to be understood by their users, and not just the lawyers who prepare them.  There has been talk of using plain English for a long long time, yet still, we commonly get asked by commercial teams what clauses in contracts are talking about because they are working with a contract that makes no sense to them. Keep it simple and try and avoid legal jargon where possible.  Though I say this, sometimes we lawyers may want to condense the sentences and all this complexity can essentially be boiled down and condensed into two Latin words. If you have ever watched the Simpsons, you may recall Bart Simpson yelling about a force majeure, which is used to describe unforeseeable circumstances that prevent someone from fulfilling a contract. There is a lot more to the concept than just that, and lawyers are the best to switch between jargon and explain these legal terms simply for someone not in the law, and the in-house lawyer should know when to use which words and yet make it simple.

In my view, creating simple condensed templates covering all important clauses protecting all contemplated risks and commercials is important.  Also, you must identify certain things like, if you are unlikely to be sharing confidential information, do you really need a two-page confidentiality clause, or can this be addressed more simply? 

In fact, I would go one step further, which may not be relevant for commercial contracts, but for others why not use visual references or diagrams in a contract to make your point? These days people like visuals more than words. So why not?

The GST Law does not define online gaming. Therefore taxing online gaming portals has been a big challenge for the GST council. What to your mind is the most likely solution to the issue?

Online gaming is projected as a big thing in the digital industry today. The digital infrastructure, high-level smartphones, affordable internet, homestay during lockdown etc are reasons for the online gaming mania in India. In absence of a unified code on gaming, different courts have given different views on how the treatment should be given to online games.

Taxing of online gaming portals has been an issue before the GST Council. As you rightly mentioned, the GST law does not define online gaming. What constitutes ‘game of chance’ and a ‘game of skill’ has been a challenge before the council. 

While games of chance are taxed at 28 per cent GST, online games of skill like rummy or fantasy sports attract an 18 per cent GST. 

The government has been toying with the idea of considering online gaming as betting and hence, is looking at a 28 per cent tax on the gross gaming value. If implemented, it could ruffle the mushrooming industry as there could be an issue with the amount being taxed. 

In my view, of course, there has to be a clear definition of 'Online Gaming' along with an absolute need to define the value of these services for taxation including defining the methodology and procedure for deciding face value and bet amount. We must take a cue from European countries and the USA and charge GST on the amount collected by the platform in exchange for its services like admission fees, subscriptions, and in-game revenue.

What has been your experience with POSH compliance in corporate workplaces? Are there any grey areas that require fine-tuning in letter as well as spirit?

POSH (Prevention of Sexual Harassment Act) is empowerment to fight against sexual harassment at work. So first of all, obviously women in POSH complied corporates do feel safe, comfortable and confident at work. It does help women build their identity. Trainings in POSH have certainly helped women know their rights, as well as men know what are the limits they have to be in while speaking, making gestures, or otherwise. If such knowledge of POSH is provided time and again, I have noticed not many complaints are made. And if at all a complaint has to be made, the woman is aware of her rights and what is the process involved. 

According to me, strengthening enforcement mechanisms outlined in the POSH Act is essential, ensuring effective implementations across organized and unorganized sectors, developing a policy framework for challenging existing socio-cultural attitudes towards sexual harassment, holding public and private organizations accountable for creating an environment that allows victims of workplace sexual harassment to bring their claims forward with confidence and expanding the criteria of who can be considered a victim of sexual harassment by including other genders in legal frameworks addressing workplace sexual harassment.

Tell us about your life outside the law. Do you still get time to pursue your hobbies? Any book that you would like to recommend to the young lawyers reading this interview?

Post joining In-house, I certainly get a little more time now to pursue my hobbies vis-à-vis working in law firms. Every chance I get, I love travelling. I do a solo trip every year and of course a few trips with my family or friends. I have a YouTube Channel called “Chirpee Tales” which is a hobby channel of narratives of some funny incidents during travel or generally. I watch loads of movies. I curate paintings and art as a hobby.

As for reading books, lawyers read the entire day so my advise to young lawyers is to chuck those life funda wala books which give a lot of gyan and read whatever you enjoy the most it could be Archie’s or tinkle like what I love to read even today.

Tell us about your experience of working in law firms during your initial years. What simple changes helped you regain work-life balance?

Working in Law firms can be maddening. The initial years of your life are only work, work and work. I once tried an exercise. It was the allocation of time in terms of the percentage spent on certain activities and the result was a disaster. Family time was 15% and professional was 78%, personal time was only 5%, while the emotional and spiritual side was 1% each. I realised that had been living life as though it consisted of my professional time and a bit of family time. There were areas of my life that I was neglecting. This neglect was creating stress in my life. 

Then, thinking in an ordinal fashion, I joined a Gymnasium and started working out in the mornings. On weekends, I joined Bollywood dancing. During my two hours of drive to and fro from work, I switched off my emails and started listening to music, catching up on phone with old friends. Or if I travelled outside Mumbai for work, I started getting up early morning to do some sightseeing or take a stroll in that city and maybe catch up with old friends for dinner in the city.

So, I would say it is no different for a woman lawyer or a male lawyer in a city like Mumbai, we all need good family support and the person, he/or she, with an inclination to have a work-life balance by managing his/her life the way I did.

What has been your mantra for success and what advice would you give to young lawyers looking to build a career as an In house lawyer?

As an in-house lawyer, you need to have a combination of legal skills and Business knowledge. The mantra is to focus on the three Cs: confidence, competence and commercial sense.