June 2003 | Sujata Agrawal

Legal eagle

Mr Vasani plans to make the legal department of the Tata group a role model for India's corporate sector


Bharat Vasani

Bharat Vasani, general counsel of the Tata group, is a very busy man. Being in charge of the legal business of the Tata group is not for the fainthearted.

"I don't think there is a parallel role anywhere in India's corporate sector because groups or big companies are usually focused in specific sectors. The Tata group's aggregate turnover of $10.4 billion is the equivalent of 2.4 per cent of India's GDP. The group is present in widely diverse business areas. This makes the task of lawyers, operating at a group level, very difficult," says Mr Vasani.

Mr Vasani has gained substantial knowledge from his stints with Philips, Nocil and Dow Chemical Company of USA, where he handled the South Asia and South East Asia regions. The experience helps him in his current position, where he is often required to know the regulations of other countries.

Bharat Vasani (seated), with (from left) Vikram Munje, Sandhya Kudtarkar and Sarita Kamath

When he joined the Tata group in 2000, he undertook the restructuring of the legal department. The department today comprises a four-strong team, including Sandhya Kudtarkar, Vikram Munje and Sarita Kamath. There are now processes in place and a databank has been created that companies can tap into. A platform is being developed where legal managers can have access to legal opinions obtained by different companies in situations similar to those they are faced with.

Currently, the department is developing certain standard templates and drafts of agreements and documents that all companies can use. It also issues informative circulars on regulatory changes. These are sent to over 250 legal entities in the Tata group.

The areas that Mr Vasani handles personally are the direct assignments from the group Executive Office and the group Corporate Centre. Some of these relate to advice on deal structures in mergers and amalgamations, tax and stamp duty implications, etc. Last year, his office assisted in the conclusion of a deal on the sale of the pharma division of Rallis and the CMC acquisition.

Although the job, by its very nature, is tough, Mr Vasani says his problem is compounded by the challenge of getting the legal managers and company secretaries of the group to leverage the strengths of his department for their own needs. "We are well equipped to add value to their own strengths," he says.

Sometimes, Mr Vasani has to deal with situations where two Tata companies, involved in an issue, consult him for a decision or ask him to represent them. "We have to be objective in such cases," he says. "Sometimes, we ask them to go to a third party."

In recent times, the legal department has been playing a significant role in dealing with the Tata Finance issue. "We were required to deal with a situation which was unprecedented in the group or anywhere in India's corporate sector. It was not something that would normally have been handled by the in-house legal department of a corporate. Besides, none of us in the department had specialised in criminal law," says Mr Vasani.

Mr Vasani's team was called upon to investigate and initiate legal action against some of the former senior executives of Tata Finance. The team collated and evaluated a large number of documents and papers to prepare the case. On the basis of the expert advice received, they filed several first information reports (FIRs) with the Mumbai and the Delhi police and also lodged complaints with the Securities and Exchange Board of India (Sebi).

"There are two primary aspects to this issue which highlight the Tata group's commitment to ethics and transparency in business and concern for all its stakeholders. The first was informing the regulatory authorities of the financial irregularities committed. The second was ensuring that no depositor lost his money," says Mr Vasani.

He takes the opportunity to clear a popular misconception. "People believe that we have filed FIRs only because Tata Finance lost money in the stock market, but that is not correct. The FIRs were not limited only to this issue. Evidence was unearthed to suggest that several transactions executed in the name of the company and its subsidiaries were undertaken with a view to making personal gains and were to the detriment of the company. The management of Tata Finance, therefore, took a conscious decision to legally pursue the matter to its logical conclusion."

The legal action was based on detailed analysis of the material collected by the legal department from Tata Finance and its subsidiaries, and on the advice of professionals in accountancy and law.

That the group regards ethics and transparency highly was seen in its readiness to voluntarily keep the regulatory authorities aware of the happenings in Tata Finance. As soon as the group became aware of the irregularities, it immediately kept regulatory authorities such as the Reserve Bank of India and Sebi aware of all the facts. It also made a commitment that the group would stand by the company. The Government of India was also kept apprised.

"It is very gratifying to note that the company's voluntary disclosure of all the irregularities to the various regulatory authorities was appreciated by the government as well as the corporate sector," says Mr Vasani.

According to Mr Vasani, the group committed a huge sum of Rs675 crore to Tata Finance in order to protect the interests of all its depositors and stakeholders. Its concern was to ensure that those who had put their faith in a Tata company did not feel let down.

"It was an unprecedented action and one that I have never come across in my career," Mr Vasani states. What was heartening was that very few depositors asked for their money back. This, says Mr Vasani, shows the high reputation and confidence enjoyed by the Tata group.

Steps were taken by the group to ensure that such an incident does not recur in any other company. A system of strong internal controls was put into place by the group Executive Office. A 'group assurance cell' was set up to review the internal control system in each company with the help of audit firms.

The legal department has recently articulated the insider trading code for Tata employees. This code lays down standards which are more stringent than those prescribed by regulations.

Such issues vex Mr Vasani, encouraging him to expand his legal knowledge. He says, "A good lawyer can never say: 'I know it all'." He has to be a student all his life as law is a very dynamic subject. Mr Vasani himself spends Saturdays poring through the contents of law journals and judgements of the High Courts and the Supreme Court.

"An efficient and effective legal counsel requires extensive knowledge. He must have an analytical mind, excellent drafting skills and a razor sharp, elephantine memory. Often he may be asked for a clarification which he needs to respond to instantly," says Mr Vasani. He also believes that a successful corporate lawyer needs to understand business nuances.

For such a busy man, Mr Vasani still finds time to pursue other interests. He is a passionate Hindi film music enthusiast and has a collection of more than 700 CDs and audiocassettes, catalogued according to the singer and music director. His favourite singer is Lata Mangeshkar. He says, "I listen to particular songs, depending upon my mood. Music keeps me calm and improves the quality of my analysis."

He also loves travelling and uses the opportunity to understand the legal systems of different countries. When he visits a new country, he first makes an in-depth assessment of the legal system in that particular country. Interestingly, says Mr Vasani, the Malaysian legal system is very similar to that of India and they also use some books by Indian authors.

Mr Vasani plans to make the legal department of the Tata group a role model for India's corporate sector. When his plans come to fruition, the legal department will provide a gamut of legal services in diverse corporate and tax laws.

The demands on a general counsel will only increase in the future. There will be a globalisation of the legal system. Skill sets will have to change constantly to be relevant. Re-training will be crucial in the post-WTO age, especially for the Tata group.

The desire to know more and more about his profession will enable Mr Vasani to cope with the demands of this post-WTO age. And if there is any inspiration needed, there is always Lata to sing the right mood song.

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