02.04.2018 Views

Legal Pros to Know - Abhijit Mukhopadhyay

Read the views of globally renowned legal professional and LexPronet's member Mr. Abhijit Mukhopadhyay. Abhijit is the President (legal) and General Counsel at the Hinduja Group and is based at the Group’s headquarters in London. Besides, being a lawyer, he is a Fellow of the Institute of Chartered Secretaries and Administrators of the UK and the Institute of Company Secretaries of India. In India, he has held both senior legal and secretarial roles in several multinationals, private and public sector companies. He is also a non-executive director on the boards of Group companies in five countries.

Read the views of globally renowned legal professional and LexPronet's member Mr. Abhijit Mukhopadhyay. Abhijit is the President (legal) and General Counsel at the Hinduja Group and is based at the Group’s headquarters in London. Besides, being a lawyer, he is a Fellow of the Institute of Chartered Secretaries and Administrators of the UK and the Institute of Company Secretaries of India. In India, he has held both senior legal and secretarial roles in several multinationals, private and public sector companies. He is also a non-executive director on the boards of Group companies in five countries.

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<strong>Legal</strong> <strong>Pros</strong> <strong>to</strong> <strong>Know</strong><br />

Professional Network for <strong>Legal</strong> Community<br />

<strong>Abhijit</strong> is the President (legal) and General Counsel at the Hinduja Group and is based<br />

at the Group’s headquarters in London. Besides, being a lawyer, he is a Fellow of the<br />

Institute of Chartered Secretaries and Administra<strong>to</strong>rs of the UK and the Institute of<br />

Company Secretaries of India. In India, he has held both senior legal and secretarial<br />

roles in several multinationals, private and public sec<strong>to</strong>r companies. He is also a nonexecutive<br />

direc<strong>to</strong>r on the boards of Group companies in five countries.<br />

In an exclusive discussion with LexPronet, <strong>Abhijit</strong> opened up about his career and the<br />

legal profession. Interview excerpts follow:<br />

www.lexpronet.com


www.lexpronet.com<br />

Question: You have had an illustrious career so far, please walk us through your<br />

career highlights.<br />

<strong>Abhijit</strong>: I did my graduation in B.com (Hons) and then completed my LL.B and<br />

eventually Company Secretaryship at an early age of 24. I also completed my<br />

Chartered Secretaryship course and a law course, when I came <strong>to</strong> London 16 years<br />

ago. Presently I am a fellow member of Chartered Secretaries and Administra<strong>to</strong>rs<br />

of the UK and Company Secretaries of India.<br />

I started my career as Assistant Company Secretary with Gestetner India Ltd., a<br />

British multinational company at that time in Calcutta and Delhi. Then I<br />

joined HMT Ltd., a public-sec<strong>to</strong>r conglomerate, in Bangalore, as a Company<br />

Secretary and Chief <strong>Legal</strong> Officer. Thereafter, I joined INDAL (Indian Aluminium)<br />

a Canadian multinational and a subsidiary of ALCAN (one of the world's largest<br />

producer of aluminium) in the capacity of Company Secretary and Chief <strong>Legal</strong><br />

Officer.<br />

<strong>Abhijit</strong> <strong>Mukhopadhyay</strong>’s Career Timeline<br />

HMT India Dunlop Ranbaxy<br />

Gestetner India INDAL (ALCAN Subsidiary) Maruti Udyog Hinduja Group<br />

I moved on <strong>to</strong> Dunlop as Vice president – Company Secretary and Chief <strong>Legal</strong><br />

Officer in Calcutta. I finally shifted <strong>to</strong> Delhi as Chief General Manager - <strong>Legal</strong><br />

and Company Secretary in Maruti Udyog which later on became Suzuki Mo<strong>to</strong>r<br />

India. These were all one step below Board level positions. The last company that<br />

I worked in India before moving <strong>to</strong> London was Ranbaxy as its Global Direc<strong>to</strong>r-<br />

<strong>Legal</strong> and Company Secretary.<br />

I was given the opportunity <strong>to</strong> work in London as President <strong>Legal</strong> and General<br />

Counsel of Hinduja Group, which has been my base for last 16 years in my<br />

career of 30 years. In my present role, I advise and work very closely with our<br />

Group worldwide and also India operations.<br />

Despite the work pressure, I love taking up extracurricular activities. I had been<br />

the Global Vice Chair of International Chamber of Commerce Commission (ICC) on<br />

Arbitration and Alternative Dispute Resolution as well as a part of its steering<br />

committee (2014-2017). It is a prominent and a leading arbitration body in the<br />

world. I am in the advisory council of the post-graduate/doc<strong>to</strong>ral studies in law<br />

faculty of Queen Mary University, London. I am also a part of Executive<br />

Committee of Confederation of Indian Industries in the UK.


www.lexpronet.com<br />

Question: You represent a diversified global group with over $15 billion annual<br />

revenues, 100,000+ employees and presence in over 50 countries. Please enlighten<br />

us about the challenges you face on a day-<strong>to</strong>-day basis and from a strategic<br />

perspective in context of litigation risk?<br />

<strong>Abhijit</strong>: The Hinduja Group is a $15 billion group with more than 127,000 people<br />

operating in 50 countries and business interests in 10 business verticals, like<br />

au<strong>to</strong>mobile, foundry, lubricant, banking, power, media, healthcare, chemicals and<br />

defence. It is indeed complicated in terms of businesses, complexities, reach, all<br />

continent presence, exporting in so many countries, with IPRs registered<br />

worldwide. My past experiences came handy when I decided <strong>to</strong> join this huge<br />

group.<br />

It is a private sec<strong>to</strong>r organisation and hence has an entrepreneurial mindset. We<br />

as a matter of policy avoid litigation since we believe that the hard-earned money<br />

of shareholders should not go in litigation. Fortunately, barring normal litigation<br />

we do not have any substantial ongoing litigation. In the organisation, we follow a<br />

policy that 'try <strong>to</strong> avoid any kind of litigation'. As a principle, I have been<br />

emphasising on extensive and appropriate documentation. Most of the times, the<br />

problem arises because of the insufficient, inadequate and poorly drafted<br />

documents. If we really prepare good documents, whether it is a contract, any<br />

general agreement, a JV agreement or any legal instrument, then most of the<br />

problems can be avoided.<br />

Another thing that I regularly mention <strong>to</strong> other colleagues is "try <strong>to</strong> understand<br />

the executed document and whenever you find that there are early warning<br />

signals, in terms of dispute and litigation risks, escalate it so that we can resolve<br />

the issues in time."<br />

So yes, do we have litigation? Of course, we have litigation. Do you spend <strong>to</strong>o<br />

much time on that? No, I don’t spend <strong>to</strong>o much time on that because compared<br />

<strong>to</strong> our size, scope of operation, etc., the number of litigations is pretty small<br />

thanks <strong>to</strong> the avoid litigation approach that we follow.


www.lexpronet.com<br />

Question: Your Group company – IndusInd Bank has enjoyed phenomenal growth.<br />

What are your views on banking sec<strong>to</strong>r reforms in India? What are your<br />

expectations from lawmakers and RBI with respect <strong>to</strong> banking sec<strong>to</strong>r regulations?<br />

<strong>Abhijit</strong>: Banks were in shambles a couple of years<br />

ago. I think long-time neglect is the main cause for<br />

creating banking mess in India. Other reason was<br />

manipulation of public sec<strong>to</strong>r banks for political<br />

gains caused by absence of enforceable<br />

regulations.<br />

For some reasons, the regula<strong>to</strong>rs, either don’t have<br />

the power or they don’t want <strong>to</strong> exercise it. Banks<br />

are sitting on large NPAs, which is very<br />

unfortunate.<br />

Having said that, I find that the present government<br />

is pretty professional in its approach and in line with<br />

International standards. It has taken steps <strong>to</strong>wards<br />

banking sec<strong>to</strong>r reform by re-capitalising the banks,<br />

and by focusing more on the NPAs.<br />

The government is framing new regulations, and<br />

new laws, for instance, the insolvency act. It is<br />

helping banks <strong>to</strong> move<br />

things <strong>to</strong> resolve within<br />

quicker. I do not expect<br />

days, but bringing a new<br />

outlook is refreshing.<br />

Because ultimately, at the end of the day,<br />

if you don’t have proper judicial system, bringing<br />

law in itself is not enough. In India, you have<br />

now got the commercial court and it takes a lot<br />

of time <strong>to</strong> resolve commercial issues.<br />

Now if you see outside India in places like the<br />

UK, the main advantage is that the judicial system<br />

is very quick. If you go in for adjudication or some<br />

kind of Dispute Redressal Mechanism in London,<br />

things are very fast compared with India. I am<br />

quite hopeful that things will improve if this kind of<br />

tempo and reform continues in India.


www.lexpronet.com<br />

Question: What have been the standout projects that you’ve had involvement<br />

with at Hinduja Group?<br />

<strong>Abhijit</strong>: The group is primarily growing in two ways.<br />

Firstly, in existing verticals: with linear growth with new projects and fac<strong>to</strong>ries. For<br />

instance, Group's flagship company - Ashok Leyland, is putting up different plants<br />

not only in India but also abroad, particularly, in African countries.<br />

Secondly, by investing in greenfield projects. The new projects which I can talk<br />

about, are:<br />

• Power plant in Vizag in India. It is a two-billion-dollar plant and has started<br />

generating around 1040 MW of electricity.<br />

• An iconic hotel project in London. We have bought an iconic building which<br />

will be converted in<strong>to</strong> a hotel-cum-residential complex with an investment<br />

worth $1.4 billion.<br />

• Acquisition of Hough<strong>to</strong>n International in the US. It is one of the largest<br />

speciality chemical manufacturer in the world which is now merged with one<br />

of the largest chemical companies in the world – Quaker Chemical.<br />

I must also caution you that the Group’s growth is under leveraged. Hinduja family<br />

does not believe in borrowing and investing. Leverage is taken cautiously because<br />

the group does not want <strong>to</strong> jeopardize the interest of 127000 people working<br />

within the organisation. To just give an example of prudence followed within the<br />

group, there is not a single incident where any instalment of loan (business and<br />

commercial) was not paid in the last 100 years in the his<strong>to</strong>ry of the group. This is<br />

imbibed in the group’s culture. We may be going slow but we are going strong.<br />

Hinduja National Power Corporation Limited, set up a greenfield<br />

1,040 thermal power plant in Andhra Pradesh, India. The Hinduja<br />

Group has a vision <strong>to</strong> create generation capacity of 10,000 MW over<br />

the next few years with an expected investment of $12–14 billion<br />

Hinduja Group bought the iconic Wins<strong>to</strong>n Churchill's iconic old war<br />

office building in partnership with a Spanish industrial company<br />

Obrascon Huarte Lain Desarrollos (OHLD) <strong>to</strong> res<strong>to</strong>re and redevelop<br />

it in<strong>to</strong> a five-star hotel and residential apartments.<br />

Hinduja Group’s company, Gulf Oil acquired 100% stake in<br />

Hough<strong>to</strong>n International Inc for $1,045 million in 2012. In early 2017,<br />

Hough<strong>to</strong>n International entered in<strong>to</strong> a definitive agreement <strong>to</strong><br />

combine with Quaker Chemical <strong>to</strong> create a global leader in the<br />

process fluids and chemical specialties space.


www.lexpronet.com<br />

Question: How do you manage litigation in your organization?<br />

<strong>Abhijit</strong>: When compared <strong>to</strong> the size of the group, the proportion of litigation is<br />

quite small. Also, the current litigation is normal in nature. Considering that we<br />

operate in many countries, we have litigation in many countries, particularly in<br />

IPR.<br />

Whenever we require law firms for dispute redressal, I help the business verticals.<br />

At the Headquarters, we do not have any litigation. It is generally somewhere<br />

down the business. The businesses are independent entities and look for a good<br />

law firm. If the dispute is international or they need an international law firm, I<br />

help them selecting the law firm because I know many law firms around the world<br />

with whom I have daily contact. The day <strong>to</strong> day litigation is moni<strong>to</strong>red by the<br />

business group. I moni<strong>to</strong>r at the <strong>to</strong>p level as my reporting is directly <strong>to</strong> the<br />

Hinduja family. Having said that, I will be involved in moni<strong>to</strong>ring key matters or<br />

where moni<strong>to</strong>ring from headquarter is required. Otherwise the business groups<br />

are independent enough <strong>to</strong> take care of their matters.


www.lexpronet.com<br />

3<br />

Expectations from<br />

External Counsels<br />

1. Competency<br />

2. Care<br />

3. Costs (reasonable)<br />

Question: What are your expectations from an ideal external counsel/law firm?<br />

<strong>Abhijit</strong>: I have spoken and written on this <strong>to</strong>pic all over the world. Honestly<br />

speaking, this is a subject which keeps coming all the time. My expectations are<br />

very clear, I believe in 3 Cs – Competency, Care and Cost, in that order.<br />

Competency: Law firms should be business minded and should be able <strong>to</strong><br />

understand client’s commercial problems. They should come up with clear,<br />

commercial and practical solution. They should definitely think out of the box.<br />

Care: Law firm should work like a team. External counsels must work like an<br />

extended arm of the group's legal department. They shouldn’t work like an<br />

outsider. To quote an example, I am currently working with half a dozen global law<br />

Firms for our current issues. I talk <strong>to</strong> them on daily basis, providing all my<br />

resources and required<br />

information. They know where the shoe pinches. My modus operandi is <strong>to</strong> keep<br />

them informed, and then expect them <strong>to</strong> be a part of our success, solution or<br />

problem.<br />

Cost: With regards <strong>to</strong> fees, there are different variety of fee structures that we<br />

follow. Fortunately, we don’t have law firms on panel. We know a lot of law firms<br />

from across the globe. We scout for firms afresh whenever the requirement comes.<br />

This practice keeps us abreast with the changes in the fee structure and helps in<br />

negotiating fee. We have fixed fee or miles<strong>to</strong>ne-based fee even in litigation.<br />

About LexPronet<br />

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information, visit www.lexpronet.com

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