As companies feel the impact of globalization, Priya Jaswani, Company Secretary and Legal Head of Bangalore based IT firm, Sonata Software Limited, expects the profession to keep up with the new found demands, says Dipta Joshi.
‘Strict disciplinarian’, ‘Responsible and dependable resource’, ‘Empathetic and understanding Boss’! These are just some of the attributes Priya Jaswani’s colleagues use to describe her. These qualities hold her in good stead in her job as Company Secretary (CS) and Legal Head of Bangalore basedIT firm, Sonata Software Limited. Priya is a through professional, yet is equally passionate about maintaining work-life balance not just for herself but also in case of those reporting to her.
Priya’s interest in the CS profession was piqued while she was still schooling. A few quick enquiries and she realised how easily she related to the requirements of the profession. She recalls, “All the skills like the ability to judge, integrity and confidentiality, communication skills and command over English language, meticulous administrative skills, interest in accounting with legal aptitude etc., matched with my own attributes. And I believed all of these were my forte.”
She started her professional career with a 15 month training stint at Sundaram Clayton Limited (SCL), a part of the TVS group. She then joined SIP Industries Limited as an Assistant CS. It was during her employment with The Investment Trust of India, a Non Banking Finance Company and HFCL Infotel Limited, a telecom service provider in Punjab, that she took one the role of a CS. Later, she handled both the Corporate legal and Group Secretarial portfolios for KDDL Limited, a company in the business of manufacturing watch components for Swiss labels. In 2011, she relocated to Bangalore. It was then that she got associated with the publicly listed company, Sonata Software Limited.
Priya considers herself to be in the league of the few lucky Company Secretaries who have had an opportunity to have been involved in interesting corporate actions such as public issues, rights issues, buy backs, mergers, corporate debt restructuring, ESOPs, etc. Every aspect was a new learning experience and a major milestone.
She remembers how her single handed efforts during her term at The Investment Trust of India paid off. She had joined the company in April 2001. During her tenure as CS, the company entered into a Scheme of Arrangement for a reverse merger, wherein the company which was a listed profit-making company in finance, acquired a larger unlisted telecom services company located at Mohali, Punjab. She managed the entire Merger activity on behalf of the Transferor Company and impressed with her work, the newly merged entity (HFCL Infotel Limited) offered her to continue to serve as CS.
According to her, what helps her to gun for the challenging roles is wearing the dual hat of a CS as well as a Legal Head. “It aids in multitasking roles with clear distinction,” adds she.
“A CS plays a multi-disciplinary role,” she observes. For instance, being closely updated with the industry and legal updates is an abject necessity of the profession but a CS also plays an advisory role to the Management and the Board. He or she ensures good governance practices for business’ operations, plays an executive role in matters relating to compliances and also does the policing as far as risks and legal matters are concerned.
With the importance of the profession steadily growing, the demand for competent and capable professionals is also on the increase. According to Priya, the charm of holding important portfolios while tackling challenges makes this profession a great opportunity for energetic and focused youth who want to get into the field.
The field has become even more lucrative after the introduction of the New Companies Act, 2013. “Today’s CS is no more a mere “glorified clerk” but is adorned with the title of being one of the ‘Key Managerial Personnel’ besides being an ‘Officer in Default’,” she reminds us.
Priya believes the new Act is also helping to build a more refined and cleaner corporate structure in India. The increased disclosure requirements have brought in more transparency in corporate reporting and self-governance. The need for obtaining Central Government approvals for certain transaction has been done away with. These transactions now need to be approved by shareholders through a special majority.
“With enhanced disclosure norms, regulators and shareholders are better placed in terms of the information with which they will be dealing. Greater stress on Related Party Transactions and Risk Management will limit the fraud and misuse of power for personal benefits in an organisation,” says she.
But despite the positive changes, the delay in bringing the new regime into effect in totality, has left much to be desired. Numerous provisions of the new Companies Act and many corresponding rules still remain unimplemented. As an example, Priya mentions those related to setting up of the National Company Law Tribunal and its appellate body. “Today, companies have to follow two rule books – the set of rules framed under the Companies Act 2013 and the rule under the Companies Act 1956,” says Priya.
She adds that the several inconsistencies existing between the Act, Rules and SEBI Regulations have only added to the confusion. Companies are forced to rely on the Ministry of Company Affair’s (MCA) circulars and clarifications. “Some of these have already been issued and some more are expected in due course,” says she.
As companies feel the impact of globalization, Priya expects the profession to keep up with the new-found demands. “More cross-border transactions are emerging, legal statues across the globe are getting integrated, new laws are being instituted, technological developments are taking place and the involvement of different stake holders in the administration and management of the companies is increasing. So now, the CS profession cannot merely perform roles constrained to the Indian judiciary. It should extend its scope to overseas compliances and extended legislations beyond the Companies Act and its related laws,” says she.
Priya ends on a positive note saying, “While this will make the job more demanding and challenging, it will also mean an increased demand for talented and multifaceted independent professionals.” That’s added good news for a profession which is on the go.
Priya enjoys being at the helm of affairs and taking responsibility for anticipating and addressing the company’s corporate governance needs. Ensuring round the clock regulatory and statutory compliances and being the focal point of communication between the Promoters, the Board of Directors, Senior Management officials and the various external stakeholders of the company keeps her invigorated.
“I strongly believe, the CS position evenly balances recognition with a fair deal of responsibilities and opportunities to showcase one’s potentials and make contributions which remain measurable to the Organization,” says Priya.
Despite being in the field for the past 17 odd years, Priya has successfully maintained, what she calls, her ‘precious’ work-life balance. This is probably the key to her being enthusiastic about her work.
Dipta Joshi
