QUALITY IS THE ONLY THING,
IN QUALITY IS EVERYTHING!
In celebration of its 50th
Volume – the BCAJ brings a series of interviews with people of eminence, the
distinct ones we can look up to, as professionals. Those people who have
reached to the top of their chosen sphere, people who have established a
benchmark for others to emulate.
This first interview is with
Mrs. Zia Mody. Zia is an advocate and solicitor, founder and managing partner
of AZB and Partners. She is considered an authority on corporate merger and
acquisition law in particular. Zia studied at Cambridge and Harvard both,
worked in the US for five years with Baker McKenzie and then in India. She
started her own firm which today is considered one of the best in India. A
wife, mother, winner of many awards, an active practitioner of the Bahai faith.
In this interview, Zia talks to
BCAJ Editor Raman Jokhakar and BCAJ Past Editors Ashok Dhere & Gautam Nayak
about her formative years, what she learnt from her mentors, the factors she
attributes to her success, the sacrifices that she had to make, her thoughts on
the laws in India, and more…..
(Raman Jokhakar): From being in employment
at a US law firm, to being a counsel, to leading your own law firm – yours has
been a multi-faceted career. Which part of it was the most enjoyable?
Well, the truth is that, in hindsight, the
most enjoyable part if you say of my career would be my time as a counsel in
the High Court. And although, I enjoy my work as M&A lawyer, for sure, I
think that the thrill of winning a matter which I got when I was younger is
probably the biggest thrill in my span as a lawyer.
(Gautam Nayak): In spite of being a first
generation law firm, I think you have overtaken most of the firms which are
much older and established firms in that sense. From being a first generation
firm to being a top rank firm is an amazing achievement. What do you attribute your success to?
A
combination of being there at the right time. When I came back from America, I
was in court for 10 years and the opportunity to start a firm was not there.
Then after Manmohan Singh’s policy in 1991 to about 1995, in those 4 years, a
lot of foreign friends who wanted their clients to set up shop, clients wanted
to set up shop, India opened up. So I was there at the right time. Because I
had foreign education and foreign training, my acceptability was much easier
for my foreign friends and clients. Again, in comparison we were
technologically savvy. We had star programme, which the older firms who were
giants then could not have. We had a computer for each lawyer; God forbid, the
other firms didn’t have. We spent more money, invested more money in getting
technologically better and also I think, frankly, I spoke the language better
to an American General Counsel, I knew what they were looking for.
(Gautam
Nayak): Maybe the initial impetus yes, came from these factors, but as
your firm grew in size, what factors made it work later?
There
again, a combination of being lucky to get such good talent and though not
always successful, trying my best to retain the talent. Sometimes you can and
sometimes you can’t. Then always emphasizing to everybody who walked in and
carried our card, that quality is the only thing, and in quality is everything
– hard work, loyalty to the letterhead, loyalty to the client – all comes out
of quality. So like in any service profession – what do you want to be – you
want to be the best and how do you get to be the best – when you hire the best
and how do you make them the best – by showing them the way.
(Raman Jokhakar): Role of your Mentors: you
worked here in India and in the US all these years. Would you like to share a
trait that has stayed relevant even today or over all these years?As
a young professional, your prayers get answered if you get a good mentor. It’s not
choosing your job, it’s choosing your boss right? And, I think for me, both my
mentors, in America and in India, were really patient human beings because they
invested time in me and had affection for me. Both of which are key. You know
if you have a good mentor but he does not love you, it does not work as much as
if he loves you. So I think, a personal connect which I had, helped me a great
deal. Therefore, the person was willing to do more than he needed to.
Therefore, my duty as a mentee was to never let that mentor waste his time; to
learn all the time; to let him know that I am learning.
(Raman
Jokhakar): And something that still rings true, even today – something that you
learnt during those times.
Honesty
to the matter. Every matter has to be dealt with honesty. You can nuance your
advice. You can have gradations of what you want to say. But stick to the
skeleton of what is an honest assessment of the matter. That is key.
(Gautam Nayak): Both you
and your husband have been and are very successful in your respective careers.
What is the role that you played in each other’s success?
So
I always again thank God, although my husband is a typical Gujju, he has
enormous respect for his wife. And, I think that is really why I have been able
to be successful. My profession has taken a toll in terms of time on my
marriage, not having conventional rule as a wife, not able to spend time with
my children as I would have liked to. My mother in law compensated a lot of my
absenteeism. But I think the luck that I had was that my husband was not
insecure. He is very proud of me. His father was a lawyer. So I never grew up
having to be worried about what my husband would feel. Because he was so
successful in his own mind and later on in life, that there was no feeling- How
she is so important, why is she on this TV show or something? It was– Great
that you are on this TV show! There was no competitiveness at home. This is
important.
(Raman
Jokhakar): Any special sacrifice that you felt you had to particularly make?
Time.
Time with my family.
(Raman
Jokhakar): If you look back at your career, in hindsight, is there anything
you feel you would have done differently?
No.
Except, maybe being less paranoid! (laughter)
(Gautam
Nayak): One of the significant issues which you may have faced when you
started your career, was that you were in a legal profession dominated by males
(Zia: Still is). Being a woman, how has it played out for you as a woman? For
other women professionals, what is your advice?
It
was hard. It is much better now. But it was hard. In early 1980s, as a young
woman going to court, which client is going to give you his matter to argue –
right? They would say (go away – gesture) It is much better now. I don’t
think it is much better still in Court, I think it is the same. But, in the
table space of our profession, it is much better. It is well paid – women get
more attracted to the profession. Frankly, their parents have changed. Today
our generation puts more value on a girl child than they did on our
sisters. Our fathers are much more
vested in educating us than the previous generations. That is what is making a
change.
(Gautam
Nayak): What is your advice to women professionals that they should follow
in order to succeed?
The same story – Quality, Focus and
Sacrifice. We can keep talking about what we want to, but as women, we have to
make that sacrifice. And sometimes it’s not worth it – it’s just not worth it.
It is different for every woman. I think I overdid it. I don’t think I will
recommend my life to many people. But each one has to strike their own balance.
Because, if all this is going to make you miserable personally, why would you
do it?
(Gautam
Nayak): You are legendary for your long working hours. Even today after
having so much success, you put in long hours. What is it that drives you even
today?
I
just can’t stand not being prepared. If I have a calendar tomorrow, I will
prepare. I want to know if I can add a little more value by having a pre-discussion,
by reading, by pre-reading material: I also want to know what laws have
happened, I look at what my knowledge management team pushes out, changes in
FEMA, changes in Companies Act, I will read the headlines. I think it is the
fear of not being up to date. Then of course, long hours are also because
clients want to meet, after clients finish, partners want to meet for views.
(Ashok Dhere): What are your hobbies?
I
had hobbies. (laughter) I used to write, I used to play the piano and I
used to do cooking classes with Tarla Dalal. But now, my only hobby today is
travelling with my family for short breaks.
(Raman Jokhakar): A Daily habit that you
have?
Prayers
(Ashok
Dhere): We have complex Laws. What do you suggest about repealing laws and
reducing complexity?
It
is a big problem. It’s a good one. There is not one law you could repeal in
totality. Look at your Companies Act, there are lot of provisions that don’t
make sense to me but you can’t repeal that law. You have to amend them in bits
and pieces. I don’t think there is one statute that I would say – DHUM!
– kill it! There are so many statutes that need updating, fine-tuning. You take
the latest Insolvency and Bankruptcy Code, it is doing a great job as a
statute, but it still needs refining. So, it is an ongoing process.
(Gautam
Nayak): What is your view on
Companies Act 1956 versus the current Companies Act?
But
the 1956 Act had also outgrown its useful life. It is just that our new Act is
unfortunately a knee jerk reaction to Satyam- that is the problem. Satyam
happened 10 years ago. (Raman: We call it Roy and Raju Act). Perfect.
(Gautam
Nayak): Some of the old laws we have such as Indian Contract Act from 1872.
As compared to that, some of the recent legislations have a lot more
litigations, a lot more ambiguity in drafting. What is your view on that?
I
think, the old statutes are better drafted. Our current drafting is the biggest
problem.
(Raman
Jokhakar): The way they use English.
Imagine in a country like ours where most people can’t speak English, can’t
read English, and you have these laws which even professionals can’t
understand?
What
to do. It’s good for Lawyers!
(Gautam Nayak): Technology is changing,
laws are changing, and the society is changing. In that sense, going forward,
what do you see as the key attributes a professional needs to have? As in your
times, technology was the key factor, what would be the key factors now?
A
senior professional as he climbs up the value chain, has to morph into a
Trusted Advisor. That is the biggest value you can give to the clients. You are
not a lawyer. You are a trusted advisor. Your client comes to you, to make the
company calls, real crisis calls. At that time you are not reading sections.
You are simply reading, assimilating everything. And then taking a judgement call, which is
different for each client. One guy is risky, one risk averse, one guy is a
foreigner, one Indian, one guy is a listed company, and one guy is an unlisted
company. So you have to put everything into the mix. That’s the issue.
(Ashok
Dhere): Madam, I am a fan of your book translated (shows the book ….) into
Marathi. I read that book.
Even
Marathi one also. I know Penguin said can we get the book translated into
Marathi and I said yes – as long as it is an honest translation.
(Ashok Dhere): I was fascinated by that
judgement of Aruna Shanbag. (Zia: Right to live). At that time, Supreme Court
was shy of pronouncing it because they passed it on to the Dean. Let the Dean
decide. They were shy. Now they are bold.
They
are bold. Life has changed.
(Ashok Dhere): In Golaknath and
Keshavanand Bharati, there is a constant tussle between judiciary, executive and
parliament. Will it continue forever?
Probably,
because there is misalignment spiritually. The executive feels they need more
control over judiciary, who can otherwise keep hauling them up for contempt and
striking down their laws. Judiciary feels that they are the custodians of the
Constitution which they are spiritually duty bound to protect. There is a
misalignment. But, I am for the judiciary.
(Ashok
Dhere): What about judicial activism which is also being criticised (Zia: I
understand sometimes it is overboard but…) they are giving direction to Reserve
Bank of India…
I Understand. But if you are asking me which
balance I prefer, I prefer this one even if it has these side effects, because
without that, you can’t have a country that can be kept in check. As much as I
love Reserve Bank of India, sometimes even they may go wrong. It’s ok. I don’t
think they were right in the directions they gave. I think even Reserve Bank or
the Government or any Regulator today is concerned about what the Supreme Court
thinks of them.
(Ashok
Dhere): What about corruption in the Judicial System in the light of recent
Supreme Court (four Judges) matter?
I
think there is more corruption at junior level simply because pay scales are so
pathetic and there is less corruption at the higher level. I am not a believer
that there is systemic judicial corruption. I don’t think so at all.
(Gautam Nayak): Professional Firms:
Today, do you feel there is a scope for small professional firms or are large
firms alone the future?
Boutique
firms. Specialised Boutique (firms).Otherwise big firms. Unless you have
domain and you are a boutique. Larger companies would veer towards branded
firms.
(Ashok
Dhere):Madam, so far as frauds and
scams happen or other activities that are in the newspapers, Chartered
Accountants are always at the receiving end (Zia: Poor guys) and everything is
always done with drafting with lawyers or law firms etc. (Zia: We protect
ourselves) Tell us a few tips for Chartered Accountants, how to protect themselves?
You
don’t have to sign balance sheets. (Laughter) and if you are smart, stay
away from being Directors.
(Gautam Nayak): Large firms that
we talked about. Do you think that now professions are becoming a business,
some of the large firms you see?
See,
it has always been a business. You can keep calling yourself a noble
profession, which of course it is. That does not mean that you are doing
charity. You are doing work for doing business. Just that you have to do it
ethically. That’s what makes it noble.
(Ashok
Dhere): What do you have to say
about prohibitive cost of litigation? Sometimes, litigation in an income tax
matter is valid, but the client just does not have the capacity to pay.
Answer:
That’s life. What can you do!
(Gautam Nayak): There was a talk of legal fees, capping
that etc. that the Government is considering.
Why should they? It is a free market. How do
we hire the best, pay the best and then not charge the best? That is socialism?
(Ashok
Dhere): Do you make a distinction,
M’am, between banking fraud and political corruption, say in PNB Case?
Depends.
Depends on reason. Talk about PNB, there is no fraud proved yet at a senior
level. How are you asking to compare senior level fraud before it’s even
proved? That is pre-judging.
(Ashok
Dhere): What about political
overtones as in Karti Chidambaram Case? That is also fraud matter.
It
is. But let the investigation happen.
(Raman
Jokhakar): For the Chartered
Accountant profession, what is your advice to Chartered Accountants as you look
at them and you interact with them? Is there something that you want to tell
them?
Be
stricter with your clients. (Raman: And in which way?) Get proper back up, don’t stop asking
questions, be comfortable with the balance sheet you are signing and the
qualifications, and don’t be scared about losing the account. That’s all.
The minute you can say “Go Away”,
you are capable. That’s what we do. If we are not comfortable – “We are not
going to give you that opinion.” No problem. That has been our approach right
from the day we started with twelve lawyers.
