Mr Kapoor, would you please take us down the memory lane and share about your illustrious journey in law 

I started my career in 1993. Unlike today where students choose to pursue law as a career choice and compete for a seat in country’s best law schools. Back then, among career choices, there were only engineers, doctors, CA, and then there was everything else. Becoming a lawyer was not at least in the first three career choices for any common student, unless you were motivated by someone you trusted or were compelled to join ‘family’ profession. I had no lawyers in my family nor anyone persuading me; choosing law as a profession did not, therefore, come to me as a first choice. I attribute my becoming a lawyer more towards an interesting play of life experiences and opportunities that my jobs provided me early in my career. Of course, guidance and motivation from my family, near ones and seniors helped me lead way then and all along taking me where I am today.  

When I started my career in 1993, the country had opened itself up through the liberalization and policy announcements of 1991 which allowed participation from foreign entities in its industries.  India was at its early stages of globalizing. The program for economic policy reform had yielded amazing results and had the stock markets buzzing.  But soon, in 1992, we faced a backlash of the Harshad Mehta scam, which rocked the capital market and had a ripple effect on the then-emerging economy. It had led to the Government of India providing power to SEBI through an act of 1992 and give the autonomy to regulate the stock market.  

During that period, there was so much being written, spoken and discussed about the capital markets, the flood of IPOs and how people became millionaires overnight. These stories had taken the imagination of many middle-class Indians by storm. But it was also a time when there were transformational changes in the stock markets. Stricter laws were introduced to widen the regulatory powers of the SEBI. We would read about them every day in the newspapers and listen to them on TV news channels. This discourse and the buzz of those times also (in hindsight) seem to have positively influenced me and my career choice of becoming a company secretary. As many of you would have experienced doing law is a natural progression for many of the company secretaries. That’s what happened to me as well as soon as I completed my CS in 1995. Also, I was fortunate to be working while I was studying and the early assignments that came my way also created interest and my liking towards law.  

Reference to 1993 was necessary as one I wanted to set a context on factors that influenced my career choice but more importantly, I also wanted to share that I feel a similar buzz also exists in present times; as we go through a next-level change in the country and we transform into   Atamanirbhar Bharat. In spite of the present adversity and the country fighting its battle against the pandemic, the spirit of adopting change and winning is as strong as it existed then.  

What also seems to have inspired me to pursue a career as an in-house counsel was my early brushes with the Delhi High Court and interactions with seniors in the profession. As a young person just starting a career, I was blown away by the ‘glamour and power’ quotient of the court. The judges and the senior lawyers who in their flying and flowing black gowns, looked like Supermen of the court(s), cruising across the courtrooms.  They were saving the people and providing them justice by navigating through web of laws and complex litigations. In hindsight I think it all seemed to look larger than life to me and left me excited to pursue a career in law – a decision I have never regretted through the thick and thin of my career so far.  

It’s been more than 28 years I have been in this profession and there has never been a dull day. I have only learnt new things with each passing day that has left me more experienced and enriched.  Right from the start I was more attracted towards the business side of things and that probably explains my choice to be an in-house corporate lawyer. I was fortunate that I had the opportunity to work with many large corporates across many industries like manufacturing, automotive, aerospace, banking and food. This experience gave me a very wide exposure and an opportunity to understand different facets of law, for example how the same laws play out differently in different industries and how companies in different industries use them or not use them to grow and navigate through the complex business environment. It provided me with a very deep experience of understanding business policies, practices and processes and implement them.  

As the Indian companies become more globalized the people who were in the legal profession as in-house counsels, became more influential and more powerful in terms of their roles within the organizations. Globalization meant Indian companies were exposed to complex transactions like M&A, technology transfers & licensing, strategic cross border alliances, joint ventures to name a few. Handling such transactions required them to understand and deal with cross-cultural and integration issues which developed them as global managers and at the same time exposed them to different facets of law and practice in foreign countries. And looking back I can confidently say that the General Counsel(s) and in general the in-house counsel community has come a long way in the last 25 years. I think that flavor has completely changed over the period of time when in-house counsels were not considered mainstream in the legal profession and were differentiated by their practising counterparts. I have witnessed a change happen and the globalization of the Indian corporates has added many dimensions to the in-house counsel’s/GC’s role. GC’s have earned a place for themselves on the table among the C suit over the years with their deep understanding of the business. General Counsels today aren’t just handling legal matters such as contracts, regulation and litigation they’re now balancing the concerns of both the business and of the law.  

How have Businesses benefited from having In-House Counsel? 

The companies have benefited quite a bit from their in-house legal teams because they bring in business perspective which results in superior advice in a timely and cost-efficient way. As an example, COVID-19 pandemic caused unprecedented disruption for businesses everywhere. The pandemic crisis brought in challenges that were unique in many ways for the in-house counsels and pressure tested them in more than one way. The  legal teams played a very crucial role in managing the legal compliances, undertaking contractual risk assessment & developing mitigation plans, tracking government lockdown notifications, and more;  so as to enable a more predictable business operations and in some companies, even enabling alternate strategic business opportunities.  As the sheer scale of COVID-19 unfolded companies faced unprecedented challenges on every front—employees, customers, capital, insurance, supply chains, state and local government orders, reassessment of mission critical demands and contracts—to name a few and many continue to do so. GC have been at the center stage of this crisis as they were expected to handle all sorts of crisis scenarios with flexibility while also planning for the future.  The uniqueness of this challenge was such that it was not only about interpreting the law correctly or about knowing your business but involved some of the ethical and moral dilemmas including the commitment of the corporates towards the communities in which they operated. I am pleased to say that the inhouse legal teams and GC played a very important role during those discussions and came out with flying colors with many corporate leaders acknowledging their contributions during the prolonged challenging period.  

Most say the general counsels have risen to the challenge of balancing business and legal concerns however, many also want their GCs to do even more to help the business grow. It is expected that GC should manage legal risk as part of the business and not as an isolated activity. A GC should be familiar with and ready to contribute to the company’s operations outside of the law department. A GC should be a business partner that can translate business strategy into a workable framework within our regulatory environment. GCs must use their legal expertise to add commercial value rather than stifling it. Perhaps most important, GCs cannot make impartial, purely legalistic decisions from the sidelines. They must exercise judgment on risk and opportunity from the front, harmonizing legal insight with business acumen to help guide their company through the big decisions.  

Would you briefly talk about the challenges the economy is currently facing and the role of GC in taking the economy forward? 

Indian economy is growing fast and there are significant challenges as well. Issues of regulatory complexity, delays, combined with frequent policy changes and corruption raise concern about getting business done. We are also at the cusp of fueling our next level of growth and becoming Atamanirbhar. We are also embracing a very fast-changing legislative regime. The new Consumer Protection Act has just come in; I think we will soon be embracing the new labour codes; we are hoping the privacy bills will be brought in soon. India could also be the first country in the world to bring in legislation in terms of personal and non-personal information as well. The emission norms, electrification in automotive sector and products related compliances are moving at a very fast pace. I am sure GCs will continue to support and navigate through the complex business environment and play a strategic role by leading from the front for the companies that work for.   

GC can play a very important role to be the builders of the corporate culture. GC given their position set a tone of trust at the top and lead the change in mindset by communicating to various stakeholders including Board, senior management employees, regulators, investors. GC can constructively help build an ethical culture and sets a high level of corporate conduct and governance. That makes the GC both protector and enabler of the company’s value. This balance is the fulcrum of the GC’s role today in the emerging economy and challenging business environment.  

I think to be a successful GC, one requires passion and strategic thinking. Positive attitude, execution excellence and leadership qualities give the confidence to the companies that GC will continue to be truthful to their mission and serve as professional partners to fuel their growth and lead them to success. Thank you so much. 

Note: The automatic transcription has been lightly edited for a better reading experience. Some names and parts of the transcription may carry inadvertent errors that we are in the process of editing. Thank you for your understanding.