B&B: Talk us through your decision to move to Delhi from Mumbai and reasons behind this move.

SS: When I look back to 1980, I had been registered as a lawyer only on July 1^st.  On 6^th August, 1980 Mr. Indravadan Shroff, the sole proprietor of Shroff & Co. died in Delhi.  We had a lot of common clients in the banking sector and financial institutions.  He had some prestigious clients like RBI and SBI.  Since he was a sole proprietor there was no succession and my parents therefore, proposed an asset acquisition of Shroff & Co. together with its staff on a continuity of employment basis.    

At that time we were a small firm in Mumbai comprised of about 30 lawyers. Pallavi my wife and my brother Cyril were not qualified as lawyers at that time. They were both studying the law. Pallavi passed out in 1981and Cyril passed out from the law college in 1984.  My father was running the firm as a sole proprietary and my mother was assisting him. 

It was a big leap of faith for my father to say, “go run a branch,” when I was just 2 months registered at the Bar. My father had the vision to look at this, as a Blue Ocean Strategy. He felt this was an unexplored territory and that I needed to go out and experiment. Since there were a lot of common clients, my father felt it was an opportunity where we could benefit from servicing them at two locations, instead of one and further strengthening our relationship with them.   

Practice in Delhi was essentially focused on litigation in the Supreme Court, High Court, Tribunals, which was different from the practice in Mumbai. Mumbai’s practice was predominantly corporate contracts, documentation and finance as we were a boutique financial service firm. At that point of time, I was more attuned to general corporate work, transactional work and banking transactions, and I had never appeared as an arguing counsel in any Court. For me Court practice was a totally different experience from what I was used to in Mumbai.

My office experience in the firm was unlike any other lawyers of today’s times, I had started attending work right out of school, as a 15 year old and was trained to do every aspect of the firm’s functioning, whether it was billing, being cahier, library management, telephone operatorship, file management or any job required in a law firm.  By the time I was a lawyer at 23, I had already put in 8 years work in my office.   I used to finish Sydenham College of Commerce at 1.30 p.m. and head straight to the office for working with my parents.  This continued even in Government Law College, where I attended morning college and used to be free by 10.15 a.m.  I used to work on various aspects and was apprenticing with my father, watching his approach towards clients meetings, his counselling style, his administrative style and the way he dealt with people.  I was trained on administration from being a telephone operator to library maintenance as I mentioned above, and I used to go to court with other lawyers of the firm for watching how court matters were conducted. 

So I had received 7 to 8 years of grounding in office administration, management and law practice, before I came to Delhi. I think that was the real strength for me, otherwise I don’t think even with all the bravado I came up with, I doubt I would have come to Delhi on my own without that background. Also, without that experience I don’t think my father would have ever ventured to send a 2 month old lawyer to Delhi.

It was an opportunistic shift and it was a visionary shift. It was both the Blue Ocean story and the defensive strategy at the same time. That’s the real thought behind coming to Delhi and this gave us 15 years head start ahead of the pack. There was no firm from Delhi or Mumbai, which created the Mumbai-Delhi axis in 1980. Everybody who started thinking of Delhi was doing referrals, and no law firm had a branch in Delhi. It was tough baptism for the initial 3-4 years. Youngster today rarely witnesses all of this. They walk into established practices, whereas we had to create one.

B&B: The initial years of building the Delhi practice. What were the success stories, failures and frustrations?

SS: Delhi was built from scratch. It was a complete exercise building from real roots. The former Shroff & Co had the State of Madhya Pradesh as one of its core clients. They had a whole host of old cases from anywhere between 2000-3000 appeals, SLPs coming from the State of Madhya Pradesh and which were legacy cases that were before the Supreme Court. There were also cases related to banking recovery matters with the State Bank of India and other banks who were clients of the firm. These were trail actions or suits pending in the District Court and the High Court, which was legacy work for us.

It was a tough start for me, because I was not a Court litigator. There were two lawyers from the Shroff & Co who left in the first month itself. They had bigger ambitions than we had, so they left and we had to start afresh. I had to get a new team in place. Pallavi Doshi (Pallavi Shroff) was not a lawyer then, and was just in her second year of college. She was of great help as a non-lawyer because she had the instinctive skills of a manager as she was a management graduate at that point in time. She had her Masters of Management from Jamnalal Bajaj and was shifting from management to law. So she brought in her skills of management in creating the firm from scratch.

Shroff & Co had some basic infrastructure and some staff. There were 8-9 people working with Shroff & Co, whom we  re-employed. They had the experience which was helpful to us. For instance, they had an experienced Court Clerk who was an institution in himself as he had seen the Court from 1949 and I just entered in 1980!

It was learning from scratch, from which I and Pallavi, didn’t shy away from. We sit today, as a Managing Partner and Senior Partner of the firm. We have done everything a firm needs or a lawyer needs to do to build a successful practice. In 1980 to 85 we were a small batch of 8 – 10 lawyers, very dedicated to proving ourselves. It was the beginning of our presence and our tough reputation as a lawyer representing quality in Delhi.  The first 5 – 6 years was quite an experience.   

B&B: 30 years ago, the outlook of the Indian economy and Indian legal market was very different. Amarchand witnessed the biggest leap post globalisation. Could you share your firsthand experiences with us? Did you (had to) compromise on any of your original values for Amarchand?

SS: I was a litigator for the first 11 years of my professional life from 1980 to 1991. When the economy liberalised in 1991, I took the leap of moving into transactional space, whilst Pallavi my wife stuck to the traditional practice areas.   

I started the Mergers & Acquisitions practice akin to the standards prevailing in Mumbai and moved from the traditional litigation and banking practice to new pastures. In the North people were not clued on as to how a merger transaction, in the Mumbai style, was undertaken.    I started the corporate finance, structured finance, projects practice, project finance, acquisition financing, Takeover Code practice one by one in New Delhi.  

Litigation was taken over by Pallavi and junior lawyers, some of whom are still there like Ritu Bhalla and Ajoy Roy. They joined us almost 20 years ago. That’s how the litigation practice took a dimension of its own. The transaction practice which is the bulk of the practice of the Delhi Region today (Delhi Region comprises Delhi and Kolkata) is a practice which I started from scratch from 1991 onwards.  In order to gestate practice, I myself took the plunge to study the law, create the client base and the opportunity, stabilise the practice and let somebody else take it forward after a few years.  The struggle and effort was to create the basic numbers and people qualified to do the law with imagination and creativity and a lot of hard work.  The early dynamism in the preparatory aspect established quality of the firm which was never compromised till date.  

Before 1991, the firm had had the good fortune of doing landmark litigation cases.  Several precedents had been laid in cases which the firm had filed in the Supreme Court and the High Court.  I distinctly remember that when Chief Justice Sabyasachi Mukherjee’s reference was made in the Supreme Court, the President of the Supreme Court Bar Associate referred to 4 of his leading judgments.  3 of these were decided in our firm’s cases.  That was the kind of presence we had established as litigators, because I used to litigate myself along with Pallavi - draft the pleadings, research the law, brief the counsels and do everything up to the stage when Senior Counsels were brought in to argue the final hearing. As and by way of illustration the LIC Vs. Escorts case was the landmark.  It settles principles concerning state policy in contract matters and the company law applicable for removing directors and the procedure applicable.  This was a historical case since for a non-stop period of 42 days corporate shareholder meetings went on.  The annual general meeting and the EGM for removal of directors were running simultaneously.  9 directors had been requisitioned for removal by LIC.  Such a marathon corporate meeting in the Siri Fort Auditorium had not happened again in corporate history.   So many nuances of Company Law were raised at such meetings and in the court proceedings. Litigation was on-going before the Mumbai High Court and the Delhi High Court.  The dispute culminated in the Bombay High Court judgement of 9^th November, 1984.  We filed the Special Leave Petition on Monday, the 11^th of November, 1984 i.e. between Friday and Monday we filed leather bound paper books for 4000 pages of record.    The Special Leave Petition and the paper books were lodged in the Supreme Court of India even before the caveat had been filed by Messers JB Dadachanji & Co.  We had mentioned the matter at 10 a.m. on Monday itself before Justice DA Desai as we had the case numbered between 9 a.m. and 10 a.m.   I remember what Mr. Dadachanji said when we came out of court “YOU ACTED WITH NUCLEAR SPEED”.  We pride ourselves on our speed, on our efficiency and our quality of work done. 

We have never compromised on our fundamentals.  The firm is merit based and a meritocracy.  We choose people very rigorously.  We pride ourselves in our selection procedure, where even it is a newly qualified person, right out of college, he or she is spotted for his / her talent and potential for being a partner in due course in the firm.  That is the basis of our people selection and we do not look upon entrant lawyers as Cogs in a Wheel.  We look up to them as potential partners from day one.  Our firm’s culture is one of meritocracy.  It is based on strong ethics and moral uprightness, which we have maintained throughout our 30 years at Delhi.  Our 30 years is a culmination of what we believed in and continue to believe in and on our values, which we will never give up. That is what defines us and makes us different. 

On Amarchand Mangaldas – Transformation from family firm to family controlled firm

SS: My father passed away on October 13, 1994. Since he died suddenly, we were in a state of shock but all three of us i.e. my mother, brother and I had been instructed by him at all times “you will not stop work even for a day”. My mother as a young widow, attended the office on Monday, the 16^th of October, 1994 notwithstanding our recent bereavement.  She attended work, dealt with clients and faced it all, she didn’t sit at home and cry.   That is the culture and strength on which we stand.   My father was a huge personality in the field of law and he was  a great lawyer.   My mother emulated his greatness by going to work on 16thof October.  She stood by us in every single decision we took after my father’s death and during those difficult times.  Both my mother and father are great people, the second generation of the firm, who defined the firm as it is today.  They are certainly not ordinary people and persons who know them recognise this.   

In 1995 we reconstituted the firm and for the first time we had third party Partners. The Bharuchas came in as Partners of the firm. Ritu Bhalla, Sharad Mathkar and subsequently Ajoy Roy were made partners of the firm as fixed share partners, as they were the oldest serving lawyers in the firm. So we had five Shroff’s, two Bharuchas and three others, comprising the firm’s partnership from 1995 - 1999.  We ceased to be a family firm in 1995 with the induction of outsiders. 

Today there are the five senior Shroffs in the partnership out of 50 partners and there are 9 Shroffs in the total of 470 lawyers that the firm engages in.   

The family firm transformed into a family controlled firm where third party members had a say and this transformation is continuing even today.   When we look at the history as to who helped create the capital for the firm, we can proudly say that the family reinvested its savings and ploughed back its profits into the firm to aid the growth of the firm.  Timely investments into expansions and new premises by the Shroff family aided its growth from 30 people to 65 people and so on and so forth to its current strength of 470 lawyers. This is the vision and entrepreneurship that the family contributed.   

Today, we are what we are because of our continuous investments in infrastructure and equipment and technology.  We have created every single ingredient for growth ahead of time.  We have not built up our personal wealth. We have sacrificed it to the growth of the firm.   We see ourselves as trustees for the future generation.  We believe in the Tata Sons and the Readers’ Digest model “that each one of us is here for a limited time. We contribute money, we act as trustees for the future and we exit at our historical costs”. 

We have therefore, never bothered to value our true networth.  I would not be surprised if it is in the region of Rs.1000 to Rs.1500 crores concerning the real estate alone.  When we induct a partner, we do not charge a percentage of our networth or our current value.  This is unique.   

We have done this as an entry strategy for younger partners as we feel that it is right and in the interest of young talent to encourage people and to create sound management rules.   We know that in the current legal market there are very few Indian firms which have invested in fixed capital of the firm.  They are only operating on working capital or current capital.  Unlike them, as true professional entrepreneurs we credit 10% of our annual earnings into the capital of the firm.  This is what distinguishes us from ordinary families, which would take their wealth home.  Quite to the contrary we have believed in institution building and we have given the vision, dimension and direction of what we want to do.    We have demonstrated this vision since the last 15 years and our growth from 60 – 65 lawyers in 1999, our transformational exercise in 1999- 2000 with Boston Consulting Group for transformational change and our implementation thereof over one decade has shown us to be professional entrepreneurs considering that we are now 470 lawyers and we employ another 200 – 300 persons.  It is not easy to be responsible for 800 people as an entrepreneurial family in a professional services sector.  If we would have behaved like a family concern only, we would have been small in content and with a small size and not become the kind of institution that we have created and nurtured. 

B&B: You set-up India’s largest firm. What keeps you motivated after 30 years? How did you manage the growth, along with virtues and pushed AMSS up the ladder of success?

SS: Motivation is a delicate issue. Sometimes you do run out of the zest to carry on.  You do ask yourself the reason why you are at it.  I ask myself this question every two months to recalibrate my response and to find the answers as to why I am doing this and for whom and what am I doing this. I do find my answers and that is why I continue applying myself to the growth story of Amarchand Mangaldas.   The day I don’t find satisfactory answers, the day my colleagues stop sufficiently incentivising me and motivating me to something bigger and better, I will stop.  So far I have always found a positive answer and a continuous change required of me.  There is always something which inspires me, something in the people, something in the technology, something in the law, something in the growth phenomenon, something in the planning, which has challenged me, that is why I have been at it for 30 years and will probably do it for another 10 – 15 years.  Then the next generation of leaders in the firm will take care of the future direction and growth.  I will keep at it till I enjoy it.   

Growing is a function dependent upon the enjoyment of the aspiration of growth.  There is an always a challenge to growth.  It is never easy to manage a firm with 470 lawyers and which employs in the aggregate 800 + people. It means the firm’s two regional managing partners are responsible for 800 families and their livelihood and their continued employment.  It is a tremendous responsibility which humbles us and simultaneous keeps us going.   

As an Indian firm we have our own culture and it is not so much personal goals or personal growth alone which motivates us.  It is the collective goal  and institutional building, which has motivated us so far.  Firms face challenges everywhere.  I am energised by the example of Dilhan Sandrasegra, Managing Partner of Wong Partnership, one of the best firms in Singapore, who has left them and joined Temasek.  It is an outstanding achievement that Rachel Eng has stepped into his shoes and the firm keeps on.   This is every managing partner’s dream. These are rare virtues of partnerships and the pluses that one looks for when one keeps going.  I care for our people as if they are my extended family. Therefore, I believe in the credo “we run the firm as if it were a family”.  I don’t need to that as I can be very professional, cut, dry and curt, but I get involved in people’s life whenever they fall sick or need medical attention or need financial loans or when it’s their birthday.  I extend myself and engage in all that.    No professional service firm does that.  These are things beyond the call of professional duty. The firm has never lost its heart or its ability to care and that defines the firm. 

 B&B: Management and decision making process at Amarchand

SS: As mentioned above, the firm Amarchand Mangaldas is professional in its decision making and execution.  Since the inception of my practice, I have always believed in giving people their space to function.  I have, since 1991 chosen the area of transactional lawyering and M&A.  I do not micro manage my departments or heads of departments, who are entrusted leadership and the ability to define their departmental functioning.  We have 35 leaders, as of date, in the Delhi Region and they are running different departments, which have different dates of birth, growth or inception at the firm.  Such persons may be senior people, who run the department at the age of 40 or 50 years and there are others who are running these departments at the age of between 30 and 35.   The core management and entrepreneurs of the firm have left this team management to such leaders and they are the masters of their teams. They take decision on a business plan, they prepare their agendas and schedules and run their departments professionally.  I am responsible for the overall business plan and to keep the larger picture in focus.   

That is why we are very comfortable and professional because once you have given the freedom, they are responsible enough to respect their freedom and grow it. The culture is well spread. This is how the firm has grown. The firm has not grown because Mr. Shardul Shroff, Mrs. Pallavi Shroff, Mr. Cyril Shroff or Mrs. Vandana Shroff micro-manage the day to day affairs of the firm. Sorry, we can’t manage 470 people in a day. You can’t see more than 15 people in a day, how will you run a firm of 470 lawyers! Some decisions are purely managerial in nature and some are practice related. The practice decisions are left to the practice leaders. I do not interfere in every practice decision, its humanly impossible. The answer lies in giving autonomy to people, their space, the ability to be leaders and in empowering them.   

Amarchand is an integrated practice and each Amarchand firm is co-dependent on each other. That’s where my and Cyril’s role comes in as Managing Partners. We are binding all the teams and we are keeping them sewn and growing and giving them the resources when they need. We are giving them the people they need, if somebody leaves we give them a replacement.

The management of the firm is not only run by lawyers, the firm is run by very highly qualified professional people. That’s why the total number of people is 800 and not just 470 lawyers. The rest of the 330 are the administrators, the staff, the secretaries, peons. These 330 people are also the backbone of the firm. You can’t run a firm purely on lawyers, you surely need a support system. This is an element of professionalism, in pursuit of excellence. We do not pursue excellence only in the practice of law, but we have also followed it in the excellence of the service of law. So ours is a holistic program.

B&B: How do you perceive the whole story of AMSS in the next 10 – 20 years and how do you see AMSS gearing up for the next decade?  With the foreign law firms trying to set a foothold in the country, how do you see it?

SS: There are many more challenges which we will face, challenges of technology, challenges of commoditising the law, etc. Challenges in relation to a shrinking world, a world where the client is very cost-conscious and sees the hourly billing concept as anathema.  We keep innovating and keep thinking our strategies. It’s an evolutionary process.

Whether the foreign law firms come to India or not, we are not going to stop our thinking, we are not going to stop growing. Regarding foreign law firms, let them come, but in a regulated manner. Today you do not have any rules of the game, you do not have a level playing field.

Justice Raveendran of the Supreme Court of India, on Teachers’ Day spoke beautifully on this. He said,, “there is a need to relook into the Code of Ethics in 5 dimensions”.  You need to look at it as a litigator, as a corporate law firm, as a KPO, as an LPO and from the perspective of an MNC law firm. These are all not in the same bracket. Each of them is a unique space of practice of the law and they need to have separate disciplinary rules and codes of conduct. They need to have controls and regulations and we don’t have anything. So when we speak of opening out, there is a lot of work we need to do. Today a KPO or an LPO can advertise, it can do a cold call, can do marketing, it can create capital, can create loans, whereas a law firm can’t and nor an individual practitioner. So are we all equal? We have a single code of ethics which is dealing with all these situations in the same breath, which is wrong.” That’s the kind of growth the Indian law needs today, comprising of innovation and new techniques. We can’t just be told to open our legal markets. There are several grey areas: 20 member partner limit is still continuing, whether LLP rules are applicable to Indian law firms are still not known, can a lawyer have limited liability, etc.

As an Indian lawyer, you cannot have a website, you cannot have a brochure, but as a foreign law firm sitting in Palo Alto or NYC one can say, “I’m outside your jurisdiction so I can do it”. Where is the framework and the enforcement for these?

It’s only the serious players, those who have a reputation to maintain and who are not fly by nighters who follow the rules.  More than 50% do not follow the Codes applicable to them.  So where is the level playing field? You need to set all these principles in place and have a strong regulatory framework. Let’s assume an MNC firm is allowed. Will it be governed by home jurisdiction where the lawyers are registered, or in India? Where is the reciprocity of judgments and enforceability with US, Japan, Europe? We have only 19 countries where there is reciprocity. Create a basis where you are not skewing the game for the home market. You can’t do this in their territory, they have been smart enough and have protected themselves.  They have created their walls, and we don’t even have fences.

There is nothing preventing suitcase lawyering today by foreign lawyers. They have been doing it for 30 years. Now they want proximity to the market and that’s what’s being opposed.

Nobody is actually preventing foreign lawyers from coming into India. I know hundreds of foreign lawyers who come in and go out daily. It’s a canard which is being spread because our regulators and legislators have not learnt and implemented what it takes to protect a profession,  in a valid way and not restrictive way, I’m not for restriction. I’m saying, make the rules right along with a level playing field.  Let everybody get the same benefits.

A Clifford Chance has a GBP 100 million line credit, which is nearly 700 – 800 crores. Tell me of one firm in India which has a Rs.700 crore liquid cash credit facility available to it. Where is the level playing field, where is the treatment from bankers treating us at par with Clifford Chance? This is what needs to be debated, but unfortunately the debate has not progressed.

B&B: Succession plan at Amarchand? In the recent livemint interview you said, “The Shroff family as entrepreneurs has to have a competent professional that can run or make decisions for a large firm of several professional lawyers as we cannot allow the firm to go downhill after such a major effort to create an institution”. 

SS: The family has a role as a promoter entrepreneur.  The next generation of the family are also professional lawyers.  They are the fourth generation of lawyers and have to rise to the role.  When my father at the second generation passed away, the two brothers - Cyril and Shardul rose to the occasion.  Our mother rose to the occasion and we continue in discharging our entrepreneurial role.  A firm of 800 people or more is not going to allow someone unfit to manage and run the firm. They will want the same degree of quality, efficiency, same degree of vision and the same degree of commitment that we, as the third generation have demonstrated to the firm.  

So in the succession process, ultimately the fourth generation has to prove itself.  This is not about inheritance. This is about being able to manage with a vision, professionally. So, if they don’t rise to the level, a professional will run it and that’s the way it will grow.

We are not worried. I still have 10 years and my brother has an extra 3 years more than me. We have enough time. My eldest daughter has already put in 8 years in law. She has done her LLM from the London School of Economics and is a qualified Solicitor. In the next 13 years she will have had 21 years in the firm in addition to the 8 years that she has already put in.  21 years of participation in the firm is sufficient experience and she is not alone.   

I don’t see succession as a limitation, nor as a family inheritance that you come and sit and take over it. You have to earn your respect and space. That’s the way we earned ours and were not given respect on a platter.  The fourth generation will have to prove themselves meritorious entrepreneurs. 

We are not creating an institution of 800 lawyers to destroy it.  To leave a firm of 800 lawyers helpless and clueless is not the way either Cyril or I will think.   

It’s a non-issue and will go on merit. The culture and DNA of the firm is merit.

B&B: Amarchand has one of the best clientele, works on issues related to law and policy with the Government; many still aspire to join Amarchand.  What is the vision for AMSS now, or was this the vision?

SS: The best clientele has been with the firm because of a multitude of factors, such as innovativeness, the sheer quality of the mind, our hard work and attention to detail and that we have, as leaders, been exceptional lawyers ourselves.  We have built our practice on trust and ethical values.  There is no shortcut to life.  We have believed in our virtues and values and we have practiced them and that is what has made us, what we are today.   

In one sentence I can say, it’s the way we have lived our life. All factors of hard work, trust, problem solving approach, our ethical values, have made the brand Amarchand Mangaldas.   This brand is bigger than either Cyril Shroff or Shardul Shroff or Pallavi Shroff. The brand is much bigger than any individual in the firm and we realise it when we go out into the legal market. So the vision is to keep the value of the brand intact and flying high. This is a national brand and we have an image. We have a goal to be the national, independent law firm of India.

This is why we are growing. It’s not easy to grow from 300 to 400 or 500. It’s a huge stress factor on each of the family members, but we want to be that national, biggest, brightest, best independent firm which stands for quality and values. These are the things that are driving us and that’s why we are doing it because it’s our vision for the future.

B&B: Astrology interests

SS: Astrology is my personal hobby that I started as a 13 year old because of a client Guru. He had got me excited on 3 accurate predictions which he gave. It left a startling and lasting impression on my mind.  As a young mind I questioned – if he could say this, what made him say it?  Where did he get this knowledge? Where did he get the intuition to say and that’s how I started on my  quest on astrology to understand its logic and science. This is now my 42^nd year with astrology as an amateur. I have not sat through any course or taken a professional degree. I have just studied and have around 150 textbooks on astrology and keep getting magazines on astrology as well. I experiment with astrology and look at different aspects. I can’t do astrology daily with the kind of work pressures I have, but whenever I have some free time I love looking at the unknown. It’s a tremendous science and an art. It’s intuitionary, scientific and needs an understanding of the variables in life.

B&B: How do you unwind?

SS: To unwind, I listen to music. I pray and listen to religious music at the beginning of my day.  I love art.  I go to art exhibitions. I buy art and also buy good jewellery. I am extremely fond of reading.  I write poetry and have now a sizeable collection of my own poems, which I shall publish someday, may be in this 30^th year.  Jewellery is a hobby which I share with my wife and mother as all three of us are fond of good jewellery.  Aesthetic items, whether they may be art, jewellery or sculpture, help me unwind.  I like the appreciation of things, which are good and pleasing to one’s eyes or ears.  I also enjoy watching movies (excluding horror or melodrama) as it is a good way to relax.  That’s how I unwind and keep going.

Paginate