On 13 February in New Delhi, leading legal and governance leaders from sectors including infrastructure, healthcare, energy, real estate, manufacturing, FMCG and private equity gathered at the ETLegal JSA Boardroom Connect roundtable to examine how Indian companies can navigate heightened enforcement, fragmented regulation and digital risk in what participants repeatedly described as a zero-grace environment.
The discussion opened without preamble and with unusual candour. Corporate governance, long treated as procedural background noise, has become the most time-sensitive issue in Indian boardrooms. What changed is not theory or regulation on paper, but tempo. Enforcement now moves faster than board processes designed for quarterly review cycles. The gap between how companies are governed and how they are investigated has narrowed to the point of collision.
Participants described a decisive break from the era when governance could be delegated downward or postponed. Today, it sits at the intersection of market access, capital allocation and personal exposure. Boards are discovering that governance failures are no longer absorbed quietly by the organisation. They are priced instantly by investors, amplified by regulators and, increasingly, personalised for directors and senior executives.
The closed-door discussion brought together general counsels Ajay Kharbanda of Delhi International Airport Limited, Amar Sundram of NEC Corporation India, Dr Mukul Shastry of Cube Highways, Gagan Palta of Max Healthcare, Hema Sukhija of Elan Group, Kumar Ankit of Shree Cement, Mehak Oberoi of GE Vernova, Pratibha Jain of Everstone Group, Preet Sethi of Vedanta Group, Ravi Rajiv Upadhyay of KKR, Satyajit Gupta of EXL, Ashish Kumar Pandey of Hero Future Energies, Sheel R Sinha of JLL India & South Asia, anchored by Rupinder Malik and Trisheet Chatterjee, partners at JSA, reflecting a cross-section of sectors where regulatory exposure, capital sensitivity and board accountability intersect.
Enforcement first, explanations later
The most consistent theme was the new enforcement reality. Investigations rarely arrive in isolation. One inquiry tends to trigger others, creating cascading scrutiny across agencies, jurisdictions and statutes. The risk is not just penalty but paralysis. Time, reputation and management attention are consumed long before any legal conclusion is reached.
What unsettles boards most is not severity but unpredictability. Laws may be stable, but their application is not. Enforcement intensity varies sharply by sector, political priority and moment in time. Companies preparing for public listings or capital raises face particular exposure, as visibility itself attracts scrutiny. As a result, regulatory action has become a standard risk assumption rather than an exceptional event.
Settlement culture remains thin. Unlike jurisdictions where negotiated outcomes are institutionalised, resolution here is often slow and adversarial. The state remains wary of appearing accommodative, even where commercial logic would support closure. For general counsel, this means the process itself becomes the punishment. The trial, the investigation and the prolonged uncertainty do more damage than the eventual outcome.
Speed has also changed expectations. Authorities now demand immediate responses, rapid data production and real-time cooperation. Governance systems built for deliberation are being stress-tested by enforcement that operates in hours, not months. Boards that cannot escalate quickly or decide decisively are finding themselves exposed, not because they are non-compliant, but because they are slow.
Capital is pragmatic, not sentimental
Foreign capital enters India with clear-eyed assumptions. Corruption, promoter influence and regulatory friction are not surprises. What matters is whether these risks are contained, priced and governed. Investors are less concerned with the existence of risk than with its transparency and management.
The sharpest red flag is uneven enforcement. When outcomes appear discretionary rather than predictable, investors compensate through valuation discounts, enhanced diligence and tighter control rights. Financial disclosures and related party practices are scrutinised less for formal compliance than for what they reveal about internal discipline.
Governance lapses do not always derail deals. Participants pointed to transactions where serious deficiencies were identified and consciously accepted. The decision calculus is straightforward. If sectoral growth and strategic positioning outweigh governance weakness, capital will proceed, but at a price. Governance, in this sense, is not moralised. It is monetised.
This has led to the rise of preventive diligence. Sellers increasingly commission their own governance reviews to surface and remediate issues before investor scrutiny begins. The tolerance for hidden risk is shrinking, particularly where enforcement momentum is strong.
The General Counsel becomes the control tower
The expansion of the General Counsel role was not framed as aspiration but as necessity. Legal leaders are no longer downstream advisers interpreting statutes after decisions are made. They are now expected to anticipate regulatory direction, align board strategy with enforcement trends and manage crises that unfold at speed.
In promoter-driven Indian firms, reporting lines still vary. Many GCs formally sit under the CFO or finance function. In practice, reliance has deepened. As promoters mature and exposure grows, legal input now shapes timing, structure, and sequencing of decisions. The working style can remain direct and demanding, but the dependence is unmistakable. In several firms, little moves without legal sign-off, not because of formality, but because risk now travels faster than operations.
The scope of the role has also expanded. Domestic GCs often combine legal oversight with corporate affairs and day-to-day engagement with government authorities. This places them at the centre of both compliance and relationship management, particularly when multiple agencies are involved. The ability to manage tone, information flow, and escalation has become as important as technical legal skill.
In multinational corporations, the structure is more defined. General Counsels frequently report directly to the CEO or to global headquarters, bypassing local management where required. Their mandate is broader and more explicit. They act as custodians of global compliance standards, ensuring that local decisions align with group-wide risk appetite and regulatory expectations. Local commercial priorities do not override this function.
Across both models, the GC’s value lies in integration. Legal advice is no longer episodic. It is continuous, embedded in strategy, and critical during moments of stress. When enforcement action begins, the GC coordinates internal response, manages regulator engagement, preserves privilege, and maintains board visibility. When crises escalate, they become the central point of control.
The result is a role defined less by authority on paper and more by indispensability in practice. In the current environment, governance does not operate in silos. The General Counsel is often the only function positioned to see the full picture and keep the organisation aligned when pressure arrives from multiple directions.
Conclusion
Personal liability has expanded across disclosures, data protection, ESG reporting and whistleblower oversight. Governance is no longer abstract. It is personal. Crisis readiness has therefore been re-engineered. Whistleblower complaints are treated as potential governance events from the moment they surface, not as internal grievances to be parked for later review.
Technology has added another layer of exposure. Automated decision-making and data-led systems introduce efficiency, but also ambiguity around accountability. Boards are being forced to confront who owns risk when algorithms fail or data is misused. Regulators are already moving into this space, and companies that cannot explain their systems risk being judged non-transparent by default.
By the end of the discussion, governance had been reframed not as a defensive obligation but as a core instrument of control. In today’s India, boards no longer have the luxury of slow-moving governance. Enforcement, capital and reputational risk now move faster than ever, and only those prepared for speed will retain strategic room to manoeuvre.
