Deepak Dhawan — Executive Director, Corporate Affairs & Law, Indian Oil Corporation Ltd.
On a sunny winter afternoon, Ankita Goyal of Lawz gets him to say a few words on his favourite subject — Law.
Deepak Dhawan is working with Indian Oil Corporation for last 30 years and is presently posted in Corporate Office, New Delhi as Executive Director (Corporate Affairs & Law) and is the functional legal head of the entire Corporation. Before joining Indian Oil Corporation he was a practising Lawyer in the High Court of Allahabad during 1981-1984 having specialisation in Income Tax matters before Tribunal and High Court of Allahabad. He completed his graduation in Law from the University of Allahabad in the year 1980.
In IOC during this 30 years tenure, he has handled a number of litigations, arbitrations (domestic and international) and contractual matters and has been instrumental in earning revenue and prestige for the Corporation in India and abroad. He is the Nodal Officer in monitoring and implementing RTI Act in the Corporation. He is also handling the legal aspects pertaining to Mergers & Acquisitions and creation of Joint Ventures and Subsidiaries for the Corporation. He is also a Director in one of Wholly Owned Subsidiaries of IOCL in Sweden. He is also a member of Standing Legal Committee of Standing Conference of Public Enterprises (SCOPE) and a member of Steering Committee on RTI, SCOPE.
Please tell us about your professional background? Did you join law by choice or you had a family backing you to join the profession?
After having completed my Bachelors in Commerce in 1977, I did my graduation in Law from the University of Allahabad, in the year 1980. Thereafter, I joined Chamber of (Rtd.) Justice Shri R.K. Gulati, who was practicing Advocate at the relevant time, in the field of Direct Taxation and Civil Laws.
As a child, I was always fascinated by lawyers and all along knew that I would be associated with the field in some form. I opted for this profession of my own volition. Though, my father was a businessman and perhaps had some expectation of me carrying on with family business, but he supported me on my choice of career.
Since how long have you been associated with Indian Oil Corporation Limited? Can you share with us your experience over these years? Which other organizations have you also worked with?
I joined Indian Oil Corporation Limited (IndianOil) in May, 1984 as an Assistant Law Officer through a competitive selection procedure on an all-India basis and was posted in Marketing Division of IndianOil, at Mumbai. Over a period of years I came to Head the Western Region of Marketing Division.
How big is your in-house legal team in IOCL?
At present, we have a team of around 60 in-house legal officials in IndianOil. Recently, 22 more Officers have been recruited and are likely to join the Corporation in the first week of December, 2014.
Did you ever consider switching to practicing law or being a legal consultant?
During my working with the Corporation, it has never come to my mind to switch over to private legal practice or become a Legal Consultant. In future after superannuating from the Corporation, I may consider to commence private practice/Consultancy/or any other work in legal field to utilize the knowledge and expertise and rich experience, I have gained during all these years with IndianOil.
How has your career progressed to date, culminating in your role as head of legal at IOCL?
My career in IndianOil till date has progressed very smoothly. Having joined as an Assistant Law Officer, I have risen in the career ladder progressively, to reach the post of Executive Director. This is the highest rank that an individual can rise in an organization, below Board level. I have had diverse portfolios during this period, ranging from small selection and termination contractual issues of marketing dealers to very complex international gas and upstream acquisition projects.
At every step, I have learnt and endeavoured to train and teach my sub-ordinates from my experiences.
What do you enjoy most about your role?
Being head of the Corporate Affairs Department at Corporate Office, I am handling issues related to almost all fields of the law. Whether it is Company Laws or Taxation Laws, Service Laws or Commercial Laws, RTI or Competition Laws. If contracts and arbitrations are staple food, acquisitions, competition matters and due diligence for projects are the delicacies worth enjoying.
However, what I have enjoyed most has been the brain storming sessions with Senior Management on any legal-commercial complexities in a Project. In the course of performing my duties I have to interact with top most legal luminaries of the country and also with foreign legal experts. This gives me immense pleasure to understand the issues in broader perspective and apply the same for the benefit of the Corporation.
How would you define the role of an in-house lawyer?
The main purpose of in-house Lawyer in any organization is to:
- Assist to speed up the decision making process in the organization,
- Provide the options to management for taking decisions, and
- Reduce legal risks,
- Developing tools and methodologies that optimize output.
Hence an in-house Lawyer must understand these roles and perform accordingly. Generally, the official duties of an in-house Lawyer in IndianOil include:
- Carrying out legal due diligence for new projects
- Drafting and vetting legal documents
- Negotiating legal and commercial terms for contracts
- Advising on the merger and acquisition issues
- Examining legal aspects of the Joint Ventures
- Providing legal opinions to management or other groups on aspects referred for advice
- Handling employment related issues
- Advising management on regulatory and compliance matters
- Identifying & avoiding risks in contracts and commercial ventures
- Handling arbitration and litigations
- Coordinating with external Advocates
- Representing organization before in-house arbitrations/Permanent Machinery of Arbitrations (PMA)
I believe that an in-house lawyer should be proactive while handling the issues and giving advice and project themselves as “Business Enablers” rather than “Business Blockers”. They should explore possibilities for arriving at an amicable settlement of legal disputes through negotiations, mediation and conciliation rather than undergo time consuming and costly litigation process before the courts. They should provide workable solutions in timely manner appropriate to the commercial contracts. They must understand the goals and realities of the business of the organization while dealing with the issues.
Is there true globalization of the Indian Corporate Counsel?
Now-a-days due to liberalization many organizations in India are dealing with international parties and to handle the legal issues, involvement of in-house legal counsels has become vital. Commercial terms and contracts are executed on the basis of internationally acceptable principles. Many a times international parties insist for applicability of laws of a neutral country to interpret the contract. Similarly, they insist for neutral dispute redressal forums like SIAC/ICC Arbitration Forum.
In my organization, Oil and Gas are imported from various countries like Middle East and African countries. We have a number of upcoming North American Projects. For import of oil and gas, various contracts are executed with suppliers and ship owners in which arbitration under SIAC / ICC rules is provided as dispute redressal forum. I have personally handled international arbitrations in India as well as out of India more particularly before ICC Arbitration Forum at London. But of course, such opportunities are not available to many Indian Corporate Counsels. So in my view Indian Corporate Counsels are globalised up to some extent.
Has the Indian Corporate Counsel evolved into a Business Lawyer? Your views.
A business lawyer is a lawyer who focuses his or her legal practice on issues that affect businesses, such as taxation, various types of business transactions, or intellectual property. A business lawyer gives advice, reviews business documents, and negotiates business agreements. A business lawyer should be familiar with business transactions and corporate issues, contract administration, including compliance instrument drafting, contract negotiation, strategy development, and analytical processes. They should have knowledge of contractual breaches under a contract and statutory violations.
Nowadays Corporate Counsel’s role is not only limited to advisory role sitting in his cabin but they are actively participating in the negotiations of the terms of the Contract. While handling legal issues, giving opinions or negotiating and finalizing the terms of the contract, business interest of the organization and not the purely legal technicalities, remains in the center of the mind of the Corporate Counsel. They are very much familiar with the requirement of the business of the Organization. Hence, I definitely feel that Indian Corporate Counsels has evolved into a Business Lawyers. These days with the nature of businesses, the Corporate houses deals and with the advent of multi-nationals, formation of Joint Ventures, the role of Corporate Counsels has evolved into a Business Lawyers.
What advice would you give to lawyers currently in private practice?
Now-a-days a large number of Private / Public Sector Companies are having their own in-house legal teams. With the economic liberalization many foreign companies are opening their offices in India. With the “MAKE IN INDIA” scheme recently launched in our country, in near future we may see opening of many manufacturing units by foreign entities in India. This is going to be a golden opportunity for the lawyers, including in-house lawyers.
So, if practicing Lawyers want to shift as in-house legal counsels, time is ripe for it. However, in PSUs generally mid-level recruitments do not take place and mostly entry level officers are recruited. Hence, for young lawyers moving in-house may be a good option.