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Your parents had distinguished careers, with your father being a banker and your mother an esteemed lecturer and poet. How did their careers and your early life in Madras and Bangalore influence your path to law?
Having a banker father and a lecturer and poet mother created a unique blend of influences that led me on a path to law. From my father I learnt the importance of strategic thinking and perhaps an understanding of dealing with clients. It is on account of my mother that I developed a love for language and reading, as also appreciation for the power of words, all of which are valuable assets in the legal profession.The ability to communicate effectively, analyse complex texts and craft persuasive arguments are all essential skills for a lawyer. Additionally, growing up in a household with diverse interests and perspectives helped foster a well rounded approach to problem solving and decision making, which are also invaluable traits in the legal field. Overall, the combination of influences from both parents provided a solid foundation for pursuing a career in law.
You had a diverse educational background, studying at various institutions across India. Can you share some pivotal moments from your time at Don Bosco Boys’ High School and Bishop Cotton Boys’ High School that shaped your future career?
Both Don Bosco Boys’ High School and Bishop Cottons Boys’ High School laid emphasis on the development of the whole person, integrating intellectual, physical, social, and spiritual dimensions, and the importance of values like kindness, respect, honesty, and responsibility. They also fostered traits such as integrity, perseverance, and leadership through various activities and mentoring, encouraging a spirit of service and compassion towards others, especially those in need.
After obtaining a BSc. in Microbiology, you pursued an LLB degree from Kerala University. What motivated this shift from science to law, and how did your scientific background benefit your legal studies and career?
Yes, transitioning from Microbiology to law is quite a departure. My uncle Prof. Krishnan Nair, who had been the Principal of several Government Law Colleges in Kerala and after retirement Principal of the Kerala Law Academy Law College at Thiruvanathapuram was instrumental in persuading me to take up law. He also presented me with copies of the many law books authored by him and reading through them, also got me interested. I think a science background promotes meticulous attention to detail and critical thinking and analytical skills, which are crucial in legal reasoning.
During your final year of LLB, you interned with Mr. K.K. Ayyappan Pillai, a renowned Tax Advocate. How did this internship shape your early career, and what were some key lessons you learned from Mr. Pillai?
Tax laws is a complex and specialised field. Mr K.K. Ayyappan Pillai, a renowned Tax advocate at Thiruvananthapuram proved to be a valuable mentor, being a stickler for minute details, with exceptional researching skills, an uncanny ability to immediately spot errors ,a staunch believer in “hands on training” and “thinking on your feet”. I remember while training under him, on one occasion he made me accompany a client and appear before an ITO on a question of Agricultural Income Tax. The ITO placed before me a document which was in Malayalam and asked me to read a portion of it. Not being able to read Malayalam I shot back – “I have read it, why don’t you do so?” The ITO then read out the relevant portion and I was able to make my submissions ! The client was overjoyed with the result that he treated all of us in Mr. Pillai’s chambers to cake and tea! Mr Pillai instilled in me a strong sense of professional skills emphasising the importance of integrity, confidentiality and ethical standards.
John & Co. was a significant milestone. Can you describe the challenges and triumphs you faced in the early years of establishing the firm?
I took over as Managing Partner of the law firm K.J.John & Co. when Mr K.J.John, a very respected and well known Advocate on Record of the Supreme Court decided to retire in 2001. Establishing a law firm comes with its share of challenges and triumphs, especially in the early years. Establishing credibility and a strong reputation in the legal community takes time and effort. Clients often prefer experienced firms, so proving competence early on can be challenging. Further, a law firm requires significant initial investment in office space, and personnel and managing cash flow and ensuring steady revenue in the early stages is critical. Balancing client work, administrative tasks, and development efforts can be overwhelming, especially with limited resources and personnel. However, triumphs include acquiring important corporate clients and successfully handling their cases, which not only validates the firm’s capabilities but also starts building its reputation. Assembling a team of talented lawyers and staff who share my vision and values was also a significant achievement. Achieving sustainable growth, expanding practice areas, or opening new offices are milestones that reflect the firm’s success and acceptance. We opened a branch office of the firm at Kochi which was successfully managed for many years by a very close friend and coursemate in law college, till he was elevated as a Judge of the High Court. Navigating these challenges and celebrating these triumphs requires resilience, strategic planning, and a commitment to delivering exceptional legal services. Each hurdle overcome and each success achieved contributes to the firm’s evolution and long-term viability in the very competitive legal field.
You’ve been involved in landmark cases like the Sahara and PACL cases and Nirma Vs SEBI. Can you share insights into these high-profile cases and what they taught you about the intricacies of Indian law?
Certainly! Each of these landmark cases provided valuable insights into the complexities of Indian law and the legal system. The Sahara and PACL cases, for instance, highlighted the importance of regulatory compliance and investor protection in the financial sector. These cases involved intricate legal arguments regarding securities regulations, investor rights, and corporate governance, showcasing the need for thorough due diligence and adherence to legal frameworks to ensure fair and transparent dealings in financial markets.
The Sahara Vs SEBI case is one of the most notable legal battles in Indian corporate and securities law history. It revolved around the issue of Sahara Group’s non-compliance with SEBI’s regulations regarding raising funds from the public through Optionally Fully Convertible Debentures (OFCDs). SEBI asserted that Sahara had raised billions of rupees from investors without proper regulatory approvals and disclosure requirements, thereby violating securities laws and jeopardizing investor protection. Sahara Group, on the other hand, contended that the funds were raised through private placements and were not subject to SEBI’s jurisdiction. The case spanned several years and involved multiple legal proceedings, including appeals to higher Courts. In 2012, the Supreme Court of India delivered a landmark judgment directing Sahara to refund the collected amount to investors with interest, through SEBI. The court also imposed hefty fines on Sahara for non-compliance. The SEBI Sahara case significantly contributed to shaping securities regulations in India, emphasizing the importance of investor protection, regulatory compliance, and transparency in fundraising activities. It also underscored the pivotal role of SEBI in regulating and monitoring capital markets to maintain their integrity and stability.
The PACL vs. SEBI case was another significant legal battle concerning securities regulations and investor protection in India. PACL, also known as Pearls Agrotech Corporation Limited, was accused by SEBI of running illegal collective investment schemes (CIS) without proper regulatory approvals. SEBI alleged that PACL had raised over ₹60,000 crores from millions of investors through its CIS (Collective Investment Schemes) activities, promising high returns on agricultural land investments. However, SEBI argued that PACL was not complying with the necessary regulatory frameworks and was operating in violation of securities laws. The case involved extensive investigations, legal proceedings, and efforts to recover funds for affected investors. In 2015, SEBI order PACL to refund the collected amount to investors and imposed penalties for non-compliance with regulatory requirements. In Appeal before the Supreme Court, the setting up of the Justice (Retd) R.M.Lodha Committee to sell properties of PACL and its associate concerns etc. and repay investors, was ordered. The PACL vs. SEBI case highlighted the importance of robust regulatory oversight in preventing fraudulent schemes and protecting the interests of investors. It also underscored the need for strict enforcement of securities regulations to maintain trust and confidence in the financial markets.
In the Nirma vs. SEBI case, the Supreme Court in its decision on the takeover offer by Nirma Industries Limited to the shareholders of Shree Rama Multi Tech Limited (SRMTL), concurred with the view of the Securities Appellate Tribunal (SAT) and the Securities and Exchange Board of India (SEBI), in disallowing the withdrawal of the offer by Nirma. he Supreme Court largely relied upon an interpretation of Reg. 27 of the. SEBI Takeover Regulations, 1997 to come to the conclusion that withdrawal was not permissible. This case shed light on the evolving landscape of corporate law and the regulatory authority of SEBI in matters concerning securities market violations and underscored the significance of regulatory oversight in maintaining market integrity and investor confidence. I was the lead Counsel in this case and I will never forget the day of pronouncement of judgment in this case, when the Hon’ble presiding Judge of the Bench that had heard the appeal, looked up and said ”Mr Venugopal you have won”!
Your practice spans various legal domains, from civil litigation to securities laws and arbitration. How did you develop such a broad expertise, and what areas do you find most challenging and rewarding?
My broad expertise developed through years of studying and practicing law across different domains. As Standing Counsel for the State of Goa from 17.01.2013 to 18.02.2021, I dealt with a wide range of legal issues and cases that affected the State and its residents, and these included everything from constitutional matters to administrative law, civil disputes, matters related to environmental regulations, water disputes and even criminal cases. Each case presented unique challenges and opportunities. I find the diversity of legal issues fascinating, but the complexity of securities laws and arbitration tends to be both challenging and rewarding as they require a deep understanding of regulations, market dynamics, and dispute resolution strategies.
As someone with over 33 years of experience and a recent designation as a Senior Advocate by the Supreme Court, what advice would you give to fresh law graduates entering the legal profession today?
I would advise fresh law graduates to prioritize continuous learning, build strong professional relationships, maintain integrity, and always strive for excellence in their work. It’s crucial to stay updated with legal developments and hone both legal knowledge and practical skills to navigate the complexities of the legal profession effectively. Additionally, fostering a reputation for reliability, honesty, and professionalism will be invaluable throughout your career.
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