Podcast with Rukmini Sinha, Legal Counsel, Aditya Birla Finance Limited

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Ladies and gentlemen, welcome to the LexDiscuss Cafe.

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I am your host Avinash and today we have got a guest who can draft contracts faster than

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you can say force majeure.

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She is the legal dynamo behind the scenes, the queen of compliance and the undisputed

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champion octodiligence.

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So drum roll please, her name is Rukmini Sinha.

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So Rukmini, thanks a lot for joining us on the podcast.

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Thank you so much for having me on the podcast.

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Awesome.

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So let me start by asking you a professional story from studying at the law college Dehradun

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to becoming a legal counsel at Piramal Finance.

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If I sum it up, it's a journey of almost 2008, I got into the college.

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So it's 24, so around 16, 17 years.

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It's been a wonderful journey, not just in terms of learning, but also in terms of my

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professional and personal growth.

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I always wanted to get into the field of law and administration, although I was a science

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student, my father always wanted me to be an engineer, but to his disappointment, I

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became a lawyer.

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My parents also wanted me to be an engineer.

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Yes, and unfortunately, all of us, like all three of us, my siblings, none of us are engineers

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being in a steel city since our childhood.

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So we are all in a profession which is off the track in those days.

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Suddenly, I feel I'm very old, but yes, in those days.

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So after 12, I think I have done really well in my career in terms of academics, in terms

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of my professional space, in terms of learning, in terms of experiencing various aspects and

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nuances of being in the legal profession, because I started my career as a human rights

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lawyer, and then I moved on to corporate field, where in the corporate space, I worked in

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different sectors, initially in general contracts for a telecom company, and then I moved on

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to defense equipment and defense manufacturing company.

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Slowly and steadily as and when I moved, I realized that I can do more than what I think

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about myself.

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Also, that I was very fortunate to undertake this profession because it is a very interesting,

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I mean, lucrative, of course, but it is a very interesting profession.

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It gives you an ample space and opportunity to grow, to experiment, and to sustain at

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the same time.

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So that's been my journey, and I think I'm enjoying it thoroughly.

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I feel very proud to say that I'm a lawyer, and I think I've almost tried to take the

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flavor of this profession in various, you know, aspects.

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I've been in a litigation kind of a role.

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I have been in an academic kind of a role, where for a very short period of time, I was

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associated with a college where I was teaching the students of fourth year and fifth year

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of law college.

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Then I have been associated in the corporate world, where I have learned not just to grow

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within the department, but also work in a multidisciplinary kind of a setup.

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So yes, it's been quite a journey, and I think it's been a great journey so far.

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Wow.

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Thanks for sharing that story.

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But what, in your opinion, was the most pivotal moment in this?

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I think the most pivotal moment also because it was my first job, so I was very enthusiastic

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about it.

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But I think the most highlighting or striking journey or the portion of my journey of this

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professional space was my stint with justice and care as a human rights lawyer, where I

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not only got the thrill and the compassion and the satisfaction of being a lawyer, but

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at the same time it gave me satisfaction because I was very directly interacting with human

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emotions and I was dealing with something wherein I was contributing something to the

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society.

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So it was an organization which worked against human trafficking, and they had two motives,

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which was breaking the cycle of crime and saving lives.

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We not only had the idea of rescuing the victims or survivors of human trafficking, but at

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the same time giving them a proper representation in the court and also ensuring that eventually

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they become a part of the mainstream of the society.

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So the entire through and through process, end-to-end strategy and my involvement in

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the strategy as a lawyer and sometimes also as a human being, it was phenomenal, and I

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think that has been the most striking, most satisfying and most liberating portion of

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my career.

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Any memorable case from your time at Justice and Care?

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I think there are lots, but I would like to share one, or rather I take the privilege

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of sharing two cases.

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We had got a referral case in Rajasthan where the survivors were already rescued by the

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police, and the survivors were not Indian national, cross-border trafficking had happened,

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and they were brought to Jaipur, and when they were brought to Jaipur, they were 9 years

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and 11 years respectively.

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So they came here under the guise of getting a job, but they were pushed into this commercial

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sexual exploitation business, and we got a referral through one of the arms or the agencies

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of UNICEF, and we went there, we studied the case, we met the girls in the shelter home.

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We understood the fact, but we realized that in the case, it was pending in the district

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and sessions judge court because it was a case related to minors, so it was a POXO case.

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So the case was pending at the stage of investigation for almost two and a half years.

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So the girls were not allowed to go home because of the reason that they had to testify in

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the court.

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And since it was a POXO court, the legislature has very clearly given a guideline that if

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it's a POXO case, then a certain time frame has to be maintained in order to complete

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the investigation and the evidence recording of the victims.

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So that was not being taken care of because of kind of hostility and retaliation from

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the defence councils, and the PP could do only as much because he had multiple cases

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and honestly on a humanitarian level and also on a professional level, he could not be that

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much invested in each and every case, but still he was a very genuine public prosecutor.

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So we went there and I filed a petition in the sessions court for a speedy trial.

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And in a span of six to eight months, the evidence was completed.

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And those boy girls, they kept on asking me, did they will we be able to go for our festival

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this time because they had been missing their festivals every year for past two, three years.

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So I told them that I'm trying my best and have faith on me, but just be very confident

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of how you perform in the court.

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They were brilliant and they testified very brilliantly, laying down all the facts of

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the case as in how it happened to them.

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And after that, with proper respect and dignity, they were repatriated back to their country.

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And later on, we figured out that we got a conviction in that case.

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Unfortunately, because of certain health reasons, I was not present at the time when

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they were being repatriated.

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So you know, they went to their country and we had our colleagues working in that country.

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And it was a very overwhelming moment for me when I got a call from my colleague saying

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that these girls were informing me that didi ki tabhe thik nahi thi, didi isule nahi aapai

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varna didi bhi aapne chod me aati.

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I mean, that kind of gave me a satisfaction, not just as a lawyer, but also as a human

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being and also as a woman.

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So that was one great experience or memory I have from that case.

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And a similar kind of case was for a victim where we had a very strong language barrier

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because the victim was not from India again.

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We got this referral through the ministry and we had to make sure that the evidence

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happens in a time-bound manner and she can go back to her country.

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She was a major, so the criticalities and the legal implications with respect to a minor

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being trafficked through the borders or a major being trafficked through the borders

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are different.

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So she did not even have her passport and visa.

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So in order to complete that process, her testification was an important step.

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So I still remember, both of us didn't understand the language that we spoke, but we did understand

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the feeling behind it.

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And I was with the survivor in in-camera proceeding for almost seven hours in the court.

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And that day after the evidence was completed, when the judge pronounced that she can go

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back to her country and he passed an order to that effect, I think that was something

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which was interpreted to her and by the interpreter or the translator.

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And she just came and hugged me and she started crying.

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So I think even that was very beautiful because even if language or the country or border

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is a barrier, but if it's a connect of human to human, that's a very satisfying thing.

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So yes, of course, these two incidences.

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Wow.

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Thanks for sharing that story with our listeners.

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It was really inspiring.

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A lot of listeners we have are from non-legal backgrounds.

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So just can you give us a two minute brief of what is a POSCO Act?

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What are the main highlights of it and what is like the general procedure followed there?

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OK, I will give this explanation in a very layman kind of explanation.

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So POCSO is an acronym which is used for prevention of children against sexual offences act.

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This was formulated by the government to create a sort of penal provisions and have a kind

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of a preventive mechanism where minors, so minors are children under the age of 18 who

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are sexually exploited by the perpetrators in various means and forms.

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It includes not just the act of having a sexual intercourse with the child, but also incidences

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like showing pornography, penetrative sexual assault, aggravated penetrative sexual assault,

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even something with a child, you know, considers very unwelcoming.

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The second striking feature about this case is that not a lot of intricacies with respect

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to evidence and witness testifications is involved because there are umpteen cases by

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Supreme Court and a lot of introspection by the legislature and judiciary that a child's

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narration to the case should be of the prime importance, utmost importance.

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The third striking feature about this particular law is that the victim's interests are kept

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into consideration.

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So there is a provision of in-camera proceeding, there are provisions for victim compensation

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schemes which are attached to Boxer.

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And secondly, it's a general neutral legislation, so even boys under the age of 18 years who

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are sexually exploited or exploited as per this act are also protected under this act.

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And the computation of the punishment is also properly given under this law, so that's what

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it is.

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Thank you for that great explanation there.

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So what is it in-camera proceeding?

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So in-camera proceeding is a process where the witness is asked to testify or narrate

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the incidences that has happened with the witness in a closed room, meaning thereby

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that it is only the judge, it is only the prosecutor, public prosecutor, it is only the

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defense counsel who are allowed within the courtroom.

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And secondly, there is also a provision of the victim or the survivor or the testifier

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sitting in a separate room where you have the audio-visual provisions and the victim

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or the survivor testifying can see the accused, but the accused cannot see the victim because

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it was so observed that when this actually happened in a court, the victims being minors

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majorly and were sort of intimidated by these accused or apprehended people and the lawyers

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of the apprehended people.

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So in order to ensure that they are not intimidated, they don't turn hostile and the essence and

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the integrity of the statement given by the survivors is maintained, provision for in-camera

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proceeding was brought in place and it was to safeguard the interests of the witnesses.

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So that is what is in-camera proceeding.

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So after the amazing work Justice and Care has been doing and you being part of it, you

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moved on to Thomson and Reuters.

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How that transition happened and what was the intention?

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My transition from Justice and Care to Thomson Reuters and I would say also from Delhi to

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Bombay was A, because I was also growing in my personal space.

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So it was after my marriage in 2017 that I shifted to Bombay.

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And Bombay being the commercial capital of the country, although I had an option of continuing

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with a similar kind of a career, but I consciously and on my own willingness, I undertook this

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challenge because I always thought that corporate world is not meant for me because I do not

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have a knack for commerce or things related to numbers.

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So I thought maybe I can take it up as a challenge and also it would give me a kind of a head

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start towards progressing in commercial space and in the commercial capital of India.

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So yeah, that was it.

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So how was the difference in the work environment where you're working with humans and here

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you're working with just documents?

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And in one case, you would see the direct impact of the work you were doing, right?

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You could see that in a human life, but that won't be the case with your work in Thomson

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and Reuters.

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So I tell you, there are differences, but there is also a similarity.

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In one profession, I was actually, as you said, that I was having a direct interface

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with human lives and emotions.

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But in order to sustain those human lives and emotions, what you need is the resource.

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And I think that is a kind of similarity or rather a second step of achieving that where

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the commercial world or the corporate world comes into picture.

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So I was definitely not having a direct interjection with the human lives, but of course, the means

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required for the survivability and the sustenance of human lives is money and how to safeguard

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that interest for different companies, different parties or individuals, or can be addressed

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only through commercial space or corporate world.

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So that is how I convinced myself.

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That is how I explained it to myself.

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And that kind of gave me a continuity of my profession, I would say.

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Okay, so we will go into the detail of the kind of work you did at Thomson and Reuters

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a little later.

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I'm really interested in understanding that transition from Thomson and Reuters to Assistant

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Manager Lee Gill at Allenti Defense, because I know a lot of people who are working with

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companies like Thomson and Reuters and want to make this transition.

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So what should those guys be doing?

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So when I was working with Thomson Reuters, it was Thomson Reuters and LPO, so to say,

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which is a process outsourcing.

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And by the time I was leaving, I think it was already acquired by Ernst & Young.

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But the role that I was doing at Allenti Defense as an Assistant Manager, as you said, it was

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also into general corporate practice.

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And the role that I was required to perform or I was performing in Thomson Reuters was

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also related to general corporate practice.

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So if somebody is wishing to take a transition from an LPO or similar kind of organization

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and get into the hardcore in-house role, there are certain basic laws, regulations or practices

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wherein you need to achieve some level of excellence and general contracts being one

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of them.

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Since I had a fair knowledge of general contracts, I would say, and that sort of helped me in

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creating a space for myself in Allenti Defense.

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And I think networking and always being a part of such kind of discussions, meetings

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or gatherings, it also helps because a lot of time being a lawyer, you cannot be a know-it-all.

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So how do we keep pace with how other industries are developing and coming to pace is by networking

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or talking to different kind of people.

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So I think that these two, three things actually helped me to take a transition from Thomson

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Reuters to Allenti Defense.

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And also sometimes you have to prioritize whether you actually want an exposure and

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versatility in your profile or you're actually looking for a good package.

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So I think that prioritization is also very important.

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So what happened in your case?

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How did you learn about the job at Allenti Defense and how did you make that switch?

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How was the interview?

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What kind of questions they were asking?

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At Allenti Defense, I think I was referred through some senior person who was known to

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my husband through some common connection.

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I'm still not sure about it.

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But the kind of questions that they asked me were, as I told you, very much centered

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around the basic corporate practices and basic contraction laws.

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And even at the time when I was with Justice in Care, I had a habit of reading case laws,

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recent judgments, how the court is interpreting different aspects, in general understanding,

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not with a specific subject matter, of course.

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So that kind of helped me in order to keep pace with what is happening, how the law is

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developing and being interpreted.

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Then there were concepts like what kinds of contracts are there?

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What is indemnity?

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What is liquidated damages?

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And how can we ensure a specific performance of a contract?

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Basically, you should know that if you're stepping into an industry, what are the kind

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of legal regulations and guidelines that will be attracted to that industry?

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But the basic premise is, of course, the contraction law, because whether you are an in-house counsel

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or you are working in a law firm, you have to see how you're able to contract, what

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are the basic principles, and then it gives you a kind of understanding for the specific

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legislations to cater to that business.

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So yeah, that's how it is.

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So you brought in the concept of contracts.

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So people who are currently working in LBOs, they get different types of works.

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One is litigation support, document review, and then there is contract abstraction work.

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So somebody who is planning to make this switch, switch from an LBO to a corporate department,

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should try to get more contract work?

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Would that be your advice?

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Rather than more contract work, I would say that variety of contract work, because contract

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is something which is now not just limited to the Indian jurisdiction.

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There are companies like my tent with L&T defense, where we were required to negotiate

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contracts with an international party also.

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So at that point in time, there were certain international concepts or concepts which were

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internationally recognized and accepted by various countries that came into picture.

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So at that point in time, you need to know how and by giving what kind of logic, legal

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logic you're going to safeguard the interest of the organization.

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So effectively, if anybody working in an LPO, whether it is in documentation support or

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litigation support or abstraction support, I think one should never deviate from the

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focus of understanding the basic nuances of a contract.

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So that can sort of help them to develop and progress further.

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Wow.

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So let's go into this little beaker.

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Could you walk us through the process of drafting and managing complex financial agreements,

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such as software license agreements and NDAs?

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I would first start with NDAs because it is considered to be a very trivial document.

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And we have seen that because of a lot of talks and jurisprudence on data protection

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and things like that, we are becoming more concerned and we want to safeguard those interests

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through NDAs.

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And it is considered that it is the most preliminary document when two parties are entering into

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a contractual discussion or thought of a business engagement.

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But I would have a different opinion.

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And I would like to say what I've learned that although it is the preliminary document

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or the most basic document, but it lays down a wide variety of entitlements rights.

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And it also gives us a threshold of how much risk we can take.

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So whenever we are negotiating our NDAs, we have to be very careful, we have to have a

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very clear understanding as to who is disclosing the information, what kind of information

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is being disclosed and what are the measures, mechanisms of safeguarding that confidential

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information.

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I mean, I would suggest that one should not treat the NDAs with a sense of triviality,

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but they should consider it as an equally important document as any other document which

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comes subsequently in the discussion.

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Now moving on to the software agreements that you said, I have been taught by one of my

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seniors in one of the organizations and I shall be thankful to him forever for teaching

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me this.

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But before getting into any kind of a contract, one should understand the product and services

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with as much clarity as that of a salesperson or the product person.

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Because if as a lawyer we are not able to understand the product or the intricacies

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of the product or the nuances of the product, we will not be able to justify the language

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in the document.

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So it is very important that first step should be to understand the product or the line of

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the service that we are envisaging to undertake under that agreement.

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And thereafter prepare a skeleton or what we also call as a term sheet as to what kind

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of clauses we would want to have in this agreement.

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And then slowly and steadily building on that term sheet wherein we can put different kind

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of nuances.

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So for example, in software agreements or IT agreements, aspect of confidential information

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plus intellectual property is very important.

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So we'll have to understand what kind of intellectual property is being brought to the table, what

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kind of license are we taking, is it a SaaS model, is it a PaaS model or is it just a

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bill to print, is it a bill to spec or it's just a bought out item or is it commercially

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of the shelf item.

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So we'll have to understand that from the business team and the product team.

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And accordingly, we'll have to slowly and steadily build on the agreement.

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But sometimes we do not have that benefit of time.

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So in that case, we can have certain clauses or samples handy with us, which can in any

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kind of arrangement safeguard the interest of the organization.

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And also as a business enabling function, our job should not just to be highlighting

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the risks in the contract, but also trying to find out effective legal measures of mitigating

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them.

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Wow.

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Thanks for that explanation.

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Now is the rapid fire time.

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The first question is, if you could be any color, what would that color be and why?

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Blue because it signifies peace and flow.

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Great answer there.

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The next question is, if any animal could be a corporate lawyer, which species would

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best suit this role?

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I think tortoise.

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And why is that?

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Slow and steady wins the race.

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You have to be slow, you have to be steady.

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But at the same time, you have to be very mindful and observant of what is happening

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around you.

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And only speak when you're required.

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I think you are perpetuating the stereotype.

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Other than that, I have about corporate lawyers.

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Okay, moving on to the next question.

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What's the funniest thing you have ever heard or happened to you in your legal career?

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Funniest thing that has happened to me in my legal career is that while I was on a negotiation

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with another party, the other lawyer was not knowing as to I am from the legal background.

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He was telling me that he's in, I'm a lawyer and I'm telling you this.

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So that was very funny, initially, but got to know that it was a funny conversation.

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So I think, yeah, that was funny.

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That's a good one.

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So as we are running out of time, I have time for one more question.

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We noticed that you have posted a lot of content on hard facts of life or enlightening insights.

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How do these reflections contribute to your personal and professional growth?

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See, since my childhood, I have been very motivated and I mean, it has always inspired

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me reading quotations, books, writing quotations, reading some kind of books on spirituality

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or human behavior or, you know, different aspects and things related to it.

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So whenever I come across any such good thought or anything which has been shared by anyone,

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which is very thought provoking, and I really appreciate that, then I think it should be

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my duty to propagate that to like minded people.

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So, yeah.

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Wow. Thanks for sharing that and thanks for coming on this podcast.

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It was really entertaining and enlightening as well.

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Thank you so much for having me and giving me this opportunity.

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I really feel honored and I hope whatever I spoke would be of some benefit or it would

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be good for people to listen to and looking forward for any further association in any

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way possible to anybody.

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And thank you once again for having me and thank you.

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It was completely our pleasure.

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And there you have it.

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Dear listeners, our legal adventure with Rukmini Sinha has come to an end.

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Thank you for tuning in to LexDiscuss Cafe.

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This is your host signing off.

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Also, don't forget to subscribe, comment your thoughts and share within your community.

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Hame bhi popular hona yaar.

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Until next time, stay curious, stay caffeinated.