Describe your role as group general counsel of Tata Sons Limited.
It is one of the most challenging legal roles in India today. The total legal entities in the Tata Group are 292. We have many diversified portfolios. Our turnover constitutes 3.8% of India's GDP. That's a huge presence. We've always existed purely on our merits, which is very difficult in a country that is regarded as the eighth most corrupt in the world. We have managed to survive in spite of this.
What is your background?
I was at Dow Chemicals for about four years. Prior to that, I was with the Shell joint venture in India for 15 years. This is one of the most demanding and challenging jobs I have had so far.
How is Tata's legal team constituted?
The operating companies have their own legal teams. There are about 85 group lawyers. My own team is in the central office in Bombay House. I have a very small team of just seven who are involved full-time in mergers and acquisitions and all major proposals, and we advise all the 80 operating companies on the issues they face. We charge them for the services rendered, so it's a law firm within the house of Tata. They [lawyers in the Group companies] have a choice: they can go to an outside counsel or they can come to me. Generally, they come to me.
There are reporting lines. The lawyers [in each of the companies] report to the CEOs of their respective companies. But they have a relationship with me in that they do approach me if there is a legal issue. Twice a year we meet. Every month, I also communicate [via email] five or six times on various policy issues - corporate governance, regulations on insider trading, the Takeover Code. In fact, last year, I issued something like 75 communications.
Are there any particular circumstances in which they tend to go to outside firms?
They have a choice. We have strategic tie-ups with certain law firms in India... Amarchand Mangaldas, Mulla & Mulla and Crawford Bayley. I negotiate an annual contract with these firms, and they [in-house lawyers] are free to go to them. They are not under any obligation to come to me for all these matters. But any corporate work - such as mergers and acquisitions - they are to come to me.
Are they obliged to go to those preferred firms?
They can go to any other firm. They are not under any obligation to refer a matter to a preferred firm.
What is most challenging about your role?
I was always a chemicals company lawyer. Here, you are supposed to be a specialist. In the morning, I have a Tata Power general counsel meeting on the electricity laws; in the afternoon, I have various companies talking to me about the Insecticides Act, and I have the Tata Steel general counsel speaking to me about mining laws. Then I have the head of telecommunications in to talk about regulatory problems they are facing with the government. It's a very diverse list. I am required to deal with - I made a list - about 125 different laws.
In India, we have 28 states. In each of the states, there are another 30,000 laws. If you take Tata Steel in Jamshedpur [Ed: where the company's manufacturing plant is based], they have something like 7,000 land disputes. So operating from Bombay House corporate headquarters, I cannot be expected to be familiar with each of the nuances of the local regulations.
In the last few years, a lot of legislation has been passed. Are laws being enacted at the same rate at which the economy is being opened up?
The legal reforms have not picked up the same momentum as the economic reforms. And now the government has realised that unless they gear the legal infrastructure properly, foreign investment will not be forthcoming.
Quite a lot of law firms are emerging in India. Can you envisage a time when the market is going to be opened up to foreign law firms?
I see it as inevitable. I see that the Indian law firms - unless they dramatically change their style of operations - won't be able to compete with the foreign law firms.
Response time is a major issue in India. The scale of fees in India has also gone up phenomenally in the last few years (to between US$350-500 an hour). But the major complaint is the response time. This is one area where I think they'll find it difficult to compete with the foreign law firms.
We in the corporate sector in India are looking forward to the foreign law firms coming to India.
When do you think that will be?
I expect it to happen by 2005 or 2006.
What is behind the rise in fees?
There was a combination of factors that led to the phenomenal rise. One was the entry of multinationals, and there were also a series of securities scams that led to a sudden spurt in the demand for lawyers.
The cost of litigation for all the companies has gone up phenomenally. For a general counsel like me, it's very difficult to contain the legal costs of group companies. So we have been reducing outsourcing and depending more on the in-house legal teams. There's a proposal to significantly augment my team, so that dependence on outside counsel is reduced very significantly.
Are their circumstances in which you will go to outside firms as well?
I consult outside law firms in India in an area where I don't think I have the required expertise - where issues are too complex, the stakes are very, very high, and I want to back up my opinion with an opinion of an outside counsel.
What would influence your decision to go to a particular firm? For example, why would you go to Mulla & Mulla or Crawford Bayley?
It's not a cost factor. It's essentially the response time and the expertise, because there is certain expertise that is available in Amarchand Mangaldas, which is not available in Mulla & Mulla and vice versa. If it's a litigation matter, I prefer to go to Mulla & Mulla, because they have a very strong litigation team. If I were to go for an international listing…then I would use Amarchand. If it were an intellectual property matter, then I would use another firm.
Which foreign law firms do you use?
We use Kelley Drye in New York for [NY] litigation matters, Bonningtons in the UK...In the US, also Cravath Swaine & Moore, White & Case, Baker & McKenzie and Sullivan & Cromwell.