Computer Security Experts Brace For Second Wave Of ‘Biggest Ransomware Attack Ever’

The malicious “ransomware” attacks that took computers around the world Friday and preventing these systems worsen this week, as millions of people back to work – forcing them to discover how hard they were affected, according to Security analysts.

With much of the world still suffering from the digital divide that kept people from receiving hospital care, a second wave of what European leaders call “the biggest attack ever ransomware” could be devastating.

“They turn on their computers in the morning and find out if they were protected or not,” said James Barnett, a security expert at Venable and Retirement Rear Admiral.
The software, which first affects the British National Health Service before expanding to more than 150 countries, blocked the computers of the victims and threatened to remove their records, unless they paid $ 300. It is aimed primarily at users of Windows XP, an earlier operating system for which Microsoft has largely completed its support in 2014.

Much of the potential damage caused by Friday’s attack was quickly controlled by the efforts of a 22-year-old security researcher who goes to @MalwareTechBlog on Twitter. The investigator discovered that unidentified attackers had mistakenly included a “destructor switch” in their software that would allow the owner of a particular website to stop the attack. By paying around $ 10 to acquire the domain name, the researcher was able to thwart the malware.

But this victory could be short-term, according to experts, since the software, known as the WannaCry Wanna decrypter or is likely to change quickly and continue its propagation in a slightly different way.

For IT workers and security researchers, the episode highlights the challenge of fighting an ever-changing enemy whose motives are rarely clear.

WannaCry is the most important example of a type of attack that analysts predict it would in 2017 after a substantial increase in such attacks last year.

“If you look at what the biggest trends of all security companies highlight the beginning of the year, ransomware was on all of its lists,” said Peter Warren Singer, technical director and member of the New America Foundation. He added that the intervention of independent researchers like @MalwareTechBlog highlight the benefits of supporting private piracy.

“If there is a lesson in this,” Singer said, “he wants to activate security research and exchange information. He wants good curiosity to unfold as much as possible.”
Among those who woke up Monday an unpleasant surprise could be public officials, according to some analysts. Many Windows XP public computers remain installed and may be vulnerable to malicious software so IT administrators have not downloaded the appropriate security patches.

Some federal agencies have moved faster than others to remove Windows XP, said R. David Edelman, an Obama administration official who advised the White House on technology. The way each agency has resorted to updating their systems makes extensive use of the available resources.

“It is true that there are still in government systems that XP works,” Edelman said. “Some of them are almost certainly connected to the Internet, some of them could be further away or they are not as vulnerable.”

Going global for green shoots


“There are certain environmen­tal factors that affect innovation and favour start-ups,” says Dave Feller, co-founder & CEO of the Redwood City-based Yummly. “Large com­panies have difficulty replicating these. Some of those are: being small, having technology-focused teams, efficiency and effectiveness of inter­nal communications and rapid decision-making.”
Multinational corporations, by their very nature, end up as large bureaucracies. The cor­porate culture is codified; risk-taking, innovation and entrepreneurship are in short supply. Yet there is a grow­ing realisation that in an innovative age, if you don’t join the crowd, you are dead. Companies in fast-moving consumer goods (FMCG) and allied sectors, where innovation needs to straddle several dimensions – prod­uct, packaging, distribution, market­ing – are trying to solve the problem by funding external start-ups.

Yummly, which describes itself as “the most powerful way to search 1 million-plus recipes”, was funded by Unilever Ventures, amongst others. “Unilever Ventures was started to give Unilever a window into the start-up world and find early-stage compa­nies that it could collaborate with, or young brands that it could help to grow and one day integrate into the Unilever portfolio,” says Christopher Sponiar, investment principal with Unilever Ventures, the venture cap­ital fund of the Anglo-Dutch MNC. “Yummly (and others like it) can offer speed and innovation which can be valuable learnings for larger companies,” says Feller.

Unilever is one of the early
a second fund of €90 million and Uni­lever Ventures recently started investing out of a third fund of €350 million. “All the money is from Unilever,” clarifies Sponiar. Success stories include Snog frozen yoghurt, which began life in Lon­don and now has outlets in Kuwait, Pakistan, Columbia and Dubai. “Uni­lever has licensed the brand to create a take-home product,” says Sponiar.

Feller explains what Unilever brought to the table: “Yummly has several other investors including Uni­lever Ventures. They provide guidance and resources.” What’s so innovative about a directory of recipes? Yummly is different from other food sites, says Feller, because of its ability to ‘under­stand’ a recipe. “We can look at a recipe and determine a lot of things about it: whether it’s applicable to


Feller: valuable learnings

specific diets or allergies, the nutri­tion, the price per serving, the taste… Because Yummly ‘understands’ reci­pes at such granular levels, it can also provide excellent recommendations (similar to a Netflix or Pandora).”

Some Unilever Ventures’ invest­ments have given handsome returns. Brainjuicer is a market research con­sultancy using psychology, behav­ioural economics and social sciences to create tools that better under­stand and predict human behaviour. Unilever Ventures invested in Brainjuicer in 2003. The company was listed on AIM in 2006. Unilever divested its stake through a series of share placements in 2010 and 2011, generating a 17x multiple on its investment.

Unilever is not the only big fish sniffing around the start-up pond. In Europe, in 2006, Nestle tied up with Inventages Venture Capital to set up a new fund styled W. Health. At the launch, Nestle explained that “this fund will invest in companies active in health, well-being and nutrition as an external complement to Nestle’s own internal R&D competencies”. Says Nestle spokesperson Meike Schmidt: “Nestle has invested in the W. Health fund, managed by Inventages, and not in the company itself. The invest­ment is ongoing and is showing positive results.”

Among the companies backed by Inventages are Xolution, which has
developed re-closable ends for bever­age cans; Accera, whose portfolio con­sists of novel therapeutic drugs and medical foods for neurodegenerative diseases such as Alzheimer’s, Parkin­son’s, and Age Associated Memory Impairment; and Phytomedics, which is developing innovative phar­maceutical and food products from traditional plant remedies.

Wolfgang Reichenberger, former global CFO, Nestle, is a general part­ner at Inventages. In an interview with PricewaterhouseCoopers’ Retail & Consumer World, he explained the difference: “As an independent venture capital fund, Inventages can make independent decisions and par­ticipate in the supervision of portfolio companies in a very different fashion from any large corporation… We are not averse to small and sometimes more risks investments than Nestle or any other large corporation. Next, we seek participation, whereas large corporations seek control. Finally, corporations integrate and normally realise synergies. We, however, side with our companies in the years of highest growth rates, and negotiate the modalities of an exit in a couple of years.”

Kartik Hosanagar, professor of Internet commerce at The Wharton School, says he prefers the Reichen­berger approach rather than compa­nies making direct investments in start-ups. “Within their sectors, these investors can be very strategic,” says he. “The biggest concern that entre­preneurs have about investors is whether they add value beyond pro­viding money. These strategic inves­tors know the market well, can make customer introductions, and help with all kinds of business development.

The flip side is that taking a lot of money from a strategic investor can at times limit exit options for entrepre­neurs. Competitors of your investor may hesitate to buy you because they are worried that your investor has already acquired a lot of proprietary information about the start-up. So, at times, taking money directly from a strategic partner, such as a large com­pany in the market, can backfire. For this reason, I like models wherein these MNCs do not invest directly but instead join as limited partners in an independent venture vehicle. That model has some of the benefits that a strategic investor can provide without many of the downsides.”

Clients like TCS and Infosys.

Besides having an electronics manufacturing set-up, with advanced quality processes and certifications, and a facility for providing luminar­ies’ assembly services, the company also houses a German trained R&D team of about 20 engineers, with a high level systematic product devel­opment capability. BAG, which had at one time contemplated selling off this unit (as it was a marginal player), is now investing heavily to tap the emerging market for electronic con­trols in luminaries. Praveen has built a strong marketing & sales team, looking after not only Indian and neighbouring countries, but also the Middle East and Turkey.

No difference

As a division, even the material was supplied by the German corn- pans’. which owned it earlier. Now the sourcing of raw material is fully done by the Indian team. External sales, which now account for more than 50 per cent of the turnover, also include exports. “There is no differ­entiation in the products meant for exports and those sold in the domes­tic market, says Manoj Joshi, gen­eral manager & sales. Joshi was part of the earlier team too, having worked here for more than a decade. “We also undertake life-time servicing of the products,” he adds.

“While, earlier, the LED markets had got a bad name with cheap imports flooding the markets, the quality of our products stands out,” says Aniket Pathak, assistant manager, marketing & promotions. “BAG’S name and our support help in bringing in consum­ers, who use our products for com­mercial offices, which work 24×7,” he adds. BAG products are also used in high-mast lighting and floodlights used in stadiums, bag’s products are also customised to meet the diverse needs of users like drivers and motor- men of railway coaches, as also naval ship applications.

BAG had recently won the inter­national achiever’s award for its fast growth during the last five years. It recently introduced ZITARES oc – a high-performance LED ECG for out­door applications. This product,
which has a series of LED drivers, is suitable for outdoor applications like street lights, floodlights and high-mast lighting. “BAG products are more energy-efficient than most other similar products available in the market,” points out Praveen. “Customers are realising the bene­fits these products offer in the longer run. Those who burnt their fingers, having bought low-quality, imported LED products, now approach us for a reliable and peace-of-mind product, either from our standard range or

Product mix

Lighting Solutions


made-to-order for them.”

Given the revival in projects and the focus on energy-efficient lights, the market in India is growing. Com- merical office complexes are also changing over to LED products. Real­ising the growth potential in the country, Trilux, which owns the Ger­man group BAG, also set up another company, Trilux India, in 2013, with its headquarters in New Delhi and operation units in Pune, Mumbai, Bangalore and Kolkata, focussing on B2B, high-end lighting solu­tions. BAG will be looking at provid­ing solutions largely to the medium end of the client spectrum which, it feels, is growing faster than the ones at the top end.

The next milestone of another ^100 crore will be faster than the first, which took five years to reach. But Praveen is not complaining. The existing unit in Pune has enough capacity and capability to meet the rising demand for now.

♦ DAKSESH PARIKH [email protected]

Business segment-wise revenue

The other challenge Geometric is facing is related to the change in demand from the customers who are now looking at a complete support solution across disciplines: between software, mechanical engineering and embedded systems. For exam­ple, if a Geometric’s customer says it wants to hook up its production, not only does it want Geometric to do a plant layout, but it also wants the company to work out a scheme to hook up a machine with monitoring feedback on the plant layout, so that, over time, the customer knows which machine is having problems and it can then better monitor the plant. In this case, Geometric needs to integrate plant layout (an engineering service) with monitoring feedback (embed­ded systems), and add software to the dashboard to monitor it. “In the past execution, efficiency and (cost) sav­ings was the key,” says Parpia. “Now, it’s more about solving a problem and creating an opportunity that will give the company a competitive advan­tage.” Towards this, Geometric has adopted a plan, whereby client part­ners and sales work together to under­stand the customer’s needs and create solutions.

Being in the engineering services business, it also faces the challenge of skill gap and employability of young graduates. Geometric hires a lot of young graduates and trains them. Employees with less than three years of experience constitute about 60 per cent of its 4,886 employees. Its attri­tion rate has come down from 14.8 per cent in the Q2 to 12.2 per cent in Q3. The industry attrition rate is 12 per cent.

To address these challenges, Par­pia is trying to break the silos within Geometric to enable its employees to create a solution cutting across disci­plines, as demanded by customers by working together in teams and com­bining the different skill sets. But that’s only one aspect. Parpia has iden­tified the areas that need to be worked upon: There’s a need to upgrade the sales force; change the go-to-market strategy; and understand customers better. Also, profit & loss responsibil­ity has been shifted to individual ver­ticals, to make verticals accountable. In the last two years, it has doubled its spend in sales & marketing and cli­ent-facing activities to ?75 crore.

As Parpia is changing gears, he doesn’t blame the previous two CEOs for the challenges the company is fac­ing. “I’m not sure if the issues that I’m dealing with came into being during the tenure of the previous two CEOs,” he says. “The roots of the issue lie in the much earlier period.” The issue in this case is Geometric’s culture. According to Parpia, Geometric’s cul­ture is too much person focused and too little focussed on demanding per­formance. And this, he feels, has been an issue since the earliest time.

It’s time, Geometric focusses on demanding performance from its employees. Because, as Parpia admits, Geometric has been an inconsistent performer in the last five years (see table: Financials). Although, its net income has more than doubled in the last five years its profit after tax hasn’t kept pace, coming down as it did to ?63.11 crore last year, from ?86.76 crore a year earlier, after grow­ing steadily for previous four years. Its cash flow from operations, return on equity and earnings per share follow the same trend of inconsistency. Also, the growth in revenue is misleading, as it manifests only when it is looked at in rupee terms, because of the rupee’s depreciation against dollar. In dollar terms, the revenue has declined to $181.39 million in 2013-14, from $187.57 million in 2012-13.

Key risk

It has cut down the number of accounts it has been working with from 140 to 70 in 2014, to focus more on existing customers. As of Q3 of 2014-15, it is working with 63 cus­tomers. “”We work with large com­panies, where we haven’t tapped the full potential of our customers.” But, the key risk to growth remains high client concentration – the Top Five customers contribute 52 per cent of revenues – which exposes the com­pany to sudden adverse decisions at the clients’ end.

Parpia says these are long rela­tionships and claims it’s part of Geo- metric’s strategy to work and build relationships with our customers. Geometric’s tagline is ‘People build relationships’. He declined to reveal the names of the Top Five customers but admitted that too much concen­tration on few clients is a risk. And Geometric has experienced that risk in the recent past. One of its single largest customers went through a dif­ficult period two years ago and there­fore, cut business. Over the last two years, on an annualised basis, the revenue fall from this one large cus­tomer was $20 million.

Geographically, a majority of its revenues have come from North Amer­ica. The US, as a region, contributes 58.42 per cent of total revenues, while Europe contributes 28.68 per cent,


Mehta: industry is growing

APAC 6.34 per cent and India, 6.55 per cent. Parpia feels there is a big oppor­tunity, especially because of shortage of engineering skills in Europe. Geo­metric has a good geographic spread with more than 13 delivery locations in the US, Canada, the UK, France, Germany, Sweden, Romania, China, Japan and India. But, the largest cen­tre is in Pune, followed by Bangalore and then Troy, Michigan.

Despite working hard to change gears, Parpia regrets that the impact of his efforts has not yet’ come through. He admits it is taking more effort than what he had anticipated and likens the effort to changing the direction of the ship. “The company is now more ready for change,” says Parpia. “Now, we need to accelerate and implement the process.”

Some impact of Parpia’s efforts can be seen. Geometric’s new deal- signings during Q3 of 2014-15 was at a multi-quarter high of $13 mil­lion. It is now participating in larger deals and the average deal size won is increasing. Geometric’s large deal closure rate was 30 per cent in Q3 of 2014-15 – up from 21 per cent in Q3 of 2013-14. Also, its overall deal win rate has improved to one out of two deals, as compared to one of three a year ago. Currently, the deal fun­nel is 25-30 per cent higher than last year, which provides visibility for better growth in 2015-16.

Geometric’s stock price has also moved up – from ?66 on 8 August 2011 (when Parpia was reappointed as MD & CEO), to ?207 on 24 March 2015 (which was when the news reports of the promoter group’s stake sale appeared in the media), with 1.17 mil­lion shares changing hands on that day. The stock is now trading at ?180- 190. Its liquidity is also high, with an average trading volume of several lakh shares daily. “Price movement and rising volumes indicate that trad­ers and participants are riding this wave,” says an analyst. “Some fun­damental changes are taking place in the company, which is taking it to a higher level.” But, because of the inconsistent performance of Geomet­ric, not many broking and research firms are tracking the company.

But, there’s good news for Geomet­ric as engineering services industry is in the growth stage. Engineering services is often compared with BFSI. While revenue opportunity in abso­lute numbers is higher in BFSI, which has a much bigger base, but, in terms of growth potential, there is more opportunity in engineering services space, the base of which is relatively much smaller. According to NASSCOM, Enterprise outsourced R&D market in 2013-14 was around $75 billion glob­ally. Of this, India’s share in the engi­neering services outsourcing (ESO) industry was estimated to be 16-17 per cent in 2013-14, which is expected to go to 35-40 per cent of the global market by 2020. “Engineering ser­vices industry is growing at 15-16 per cent,” says Harish Mehta, chairman & MD, Onward Technologies.

Parpia wants to make the most of this opportunity and feels that he needs at least 6-12 months to put Geometric in top gear. He is confident that there’s scope for it to become a billion dollar company. Meanwhile, Parpia’s contract with Geometric, which was expiring on 8 April 2015, has been renewed and he has been re-appointed MD & CEO for two more years. But, will Godrej group and Parpia family move out of Geomet­ric, proving rumours true? It should be clear in the next six months.

♦ ROHIT PANCHAL [email protected]

Geometric expects to go into top gear and become a billion dollar company in the near future

climbing up

T” A “Te didn’t move with \/\f time; we should have V V moved earlier,” says Manu Parpia, managing director & CEO, Geometric Ltd. Parpia is ‘chang­ing gears’ at Geometric, as he had mentioned in his letter to the share­holders last year. And, he’s is doing so, to fight against challenges and grow the company he co-founded with Jamshyd Godrej, now 66, in 1984, as a business unit of Godrej & Boyce, the metal and engineering arm of the Godrej group.

Amidst this, rumours are rife that Godrej group, which holds 31.23 per cent equity stake in the company, wants to exit. But, these rumours are not new. Similar reports had come in April 2013 as well, when it was said that investment banks had been appointed to find prospective suit­ors. But nothing really happened. This time, it is being reported that JM Financial has been appointed to find potential suitors to buy the 38.25 per cent stake held by the Godrej
group and the Parpia family. But, according to Parpia, now 64, these rumours have been floating around since 2006. And in a clarification, which was sought by the BSE from Geometric on the recent reports, the company confirmed that there are no events that have transpired to its knowledge that require them to make any announcement. But, it doesn’t mean that Geometric has not appointed JM Financial to look for a buyer. IT analysts feel that Geomet­ric has shown interest in letting the Godrej group and Parpia family exit.

Geometric was founded with the vision to create a great company spe­cialising in Geometry because Parpia and his team excelled in the field of Geometry. And that is how the name Geometric was given to the company in 1994, when it became an indepen­dent company. One of the objectives of Geometric was to give promising engineers access to wealth creation. When Geometric was formed as an independent company, Technology

Development and Investment Corpora­tion of India (TDICI), the ven­ture capital fund of ICICI bought a 28 per cent stake in the company. Three years later, in 1997, Draper Inter­national, a US-based venture capi­tal firm, bought a 4.5 per cent stake. And after Geometric went public in 2000, both the funds exited.

Until 2002, Geometric continued to focus solely on Geometry: which was about CAD/CAM products. But, it soon realised that Geometry was too narrow a market and it needed to diversify to grow. Which it did in 2002 by creating two new business units: product lifecycle management (PLM) and collaborative engineering.

Why diversify?

For more than three decades, cost and labour arbitrage were the pri­mary drivers as original equipment manufacturers (OEMs) leveraged engi­neering service providers (ESPs) for engineering support by using staff augmentation models. Staff augmen­tation is a strategy in outsourcing for evaluating the existing staff in a project and then determining which additional skills are required to meet

the business objectives.

Back then, project execution was limited to basic activities like scan­ning and digitising of engineer­ing drawings to engineering change order management. And product engineering was considered to be a core activity and IP-centric and there­fore off limits for outsourcing.

But, the perception that engineer­ing (the core of any manufacturing company) is not open to outsourc­ing was changing slowly, thereby increasing the addressable market for companies such as Geometric. And when manufacturing compa­nies were expanding capacity glob­ally post 2003; they needed ESPs to help them reduce their time to mar­ket. These engineering services com­panies help OEMs and accelerate their product development process, man­age operational expenditure, extend product lifecycles, develop plat­forms, enter new markets, and opti­mise R&D operations.

After diversification, Geomet­ric created a joint venture with Das­sault Systemes for its plm business in 2002. -The JV is called 3D PLM Soft­ware Solutions Ltd, in which 58 per cent equity is owned by Geometric. Dassault Systemes (3DS) is a French software company and a subsidiary of the Dassault group. 3DS special­ises in the production of 3D design software, 3D digital mock-up and PLM solutions. The name of the JV has been derived from the abbrevia­tion of the Dassault Systemes which is called ‘3DS’ and the PLM solutions which both the companies provide.

3D PLM is an Offshore Develop­ment Centre working exclusively for

(? crore) F – 2013-14
Net sales 1,095.45
Net sales (J million) 181.39
PBIDT 139.94
PAT 63.11
Cash flow from ops 131.08
Return on equity (%) 21.11
EPS(T) 7.29
Dividend per share (?) 2.00
Dividend pay out ratio (%) 27.45


Region-wise revenue

| India APAC Europe | USA (%)

6.55^^>6.57 ■                 6.96


Dassault group of companies. It works as an extension of the R&D of Das­sault Systemes with focus on build­ing expertise in DS products so that product development cycles can be reduced. 3d PLM works on prod­uct development, industrialisation, maintenance, documentation and market support for its software/ apps. These apps are used for designing cars and aeroplanes, among other things. DS claims one in every two cars and seven out of every 10 aeroplanes are designed using these apps. “There is steady growth in 3D PLM,” says Par- pia. “It makes revenue and profit at predictable levels.” 3d plm’s total rev­enues rose to ?277.07 crore in 2013-14 from ?192.09 crore a year ago. Its profit after tax last year was 144.81 crore – up from 133.53 crore a year earlier. 3D PLM employs 1,700 people across

Pune, Mumbai and Bengaluru. Sudar- shan Mogasale, CEO, 3d PLM, looks after the operations of the JV too, while Parpia is chairman, 3D plm.

As 3D PLM continued to grow and Geometric was declining, over the years, Geometric’s business units made way for industry-focussed offerings. It began offering a range of engineer­ing services across the product devel­opment process. It includes product design and engineering, manufactur­ing engineering, end-to-end solutions for PLM and software product devel­opment. These services are provided to manufacturers in industries rang­ing from automotive, off-highway, aerospace and defence, machine tools, consumer goods and oil and gas.

Geometric’s business is divided to five verticals – automotive, indus­trial, aerospace, E&s and intellectual property. Among these, it has the strongest presence in automotive & aerospace verticals, where it works with a few of the Global Fortune Top JO automotive OEMs. These two ver­ticals contribute up to 70 per cent of its total revenues. And its custom­ers in these verticals include Daim- lerChrysler Corporation, Honda R&D Co, PSA Peugeot Citroen and Aerolia, a part of the Airbus group. “Automo­tive sector leads in the engineering services as every year they launch either new models or features,” says Srenath Punnakal, assistant man­ager, marketing, Pricol Technologies, an engineering services company and a subsidiary of BSE-listed Pricol Ltd. Apart from Pricol, Geometric’s competitors are TCS, HCL, Tech Mahi- ndra and Cyient, among others.

A large part of the Geometric’s business remains execution of soft­ware services and engineering ser­vices projects. About 90 per cent of its revenues come from projects. Also, in projects, 65-75 per cent of con­tracts get renewed every year. “Most of the time when you engage with the customer, you get that (remain­ing) 25 per cent as well,” says Parpia. About 6 per cent of its revenues come from technologies/intellectual prop­erty it sells. Geometric’s technologies are normally licensed for a one-time royalty free licence and an annual fee covering support, updates and maintenance. Some 85 per cent of its technologies’ contracts get renewed every year. Geometric has recently diversified into embedded systems and it contributes to the remaining 4 per cent revenues.

Things were going good at Geo­metric until 2006. The diversifica­tion it made in 2002 was successful. But, as a part of the succession plan­ning process, Parpia resigned as MD & CEO, Geometric in 2006, leading to a series of leadership changes at the company. However, he continues to serve as vice-chairman and execu­tive director, while Jamshyd Godrej was and continues to be chairman. After an extensive search, Parpia was replaced by Ravi Gopinath as MD 8r CEO in September 2006.

But, the new leadership didn’t continue to the helm for long. In less than three years, when Gopinath resigned to seek career opportuni­ties outside Geometric in February 2009, Ravishankar G the then CFO of Geometric, was appointed as replace­ment. However, in a little over two years, the board of Geometric had to bring back Parpia as MD & CEO, when Ravishankar resigned for personal reasons in April 2011.

Second coming

It seems it was the succession plan­ning process which had triggered the rumour in 2006 that Godrej is selling out. And constant leadership changes in the company continued to fuel the rumours until Parpia was brought back. But, after Parpia was back, it was the challenges faced by the company and its impact on the performance that perhaps kept the rumour alive.

When Parpia was made MD & CEO for a second stint in 2011 (the first one had lasted more than a decade from 1994-2006), Geometric was fac­ing many challenges. “When I was asked to take over in 2011, Geomet­ric was going through a traumatised time and I was faced with a choice: whether to disrupt things or swim with the flow,” says Parpia. The trauma, according to Parpia, was the uncertainty that was created in the minds of employees due to two CEOs changing job in a short period of 4.5 years.

Parpia had to remove the uncer­tainty and fight against the chal­lenges. Among the challenges faced by Geometric was its approach which was based on ‘Tell us what to do and we will do it’. Also, it’s too-internally focussed organisational structure did not take into account the growing demand from customers for vendors, such as Geometric to support fhem globally and not just in one coun­try. As Parpia was fighting against chanllenges, Rakesh Jhunjhunwala, a major investor, sensed an opportu­nity in Geometric and bought into the company in the second half of 2012. He now holds 18.94 per cent equity stake in Geometric.

Bangalore foray

Sometime in early 1991, Jyoti Sagar, chairman, Jyoti Sagar Associates (JSA) sat his uncle down for a talk. Sagar had worked at his uncle’s law firm for nearly 19 years now, three-and-a-half years as an apprentice and 16 as a lawyer. Over the two decades, he had added to the goodwill of the firm and helped the firm grow. What about the future, Sagar wondered. Would his uncle consider making him part­ner, or share profits?

“He was actually blunt with me,” Sagar recalls. “He expected people to remain as paid employees. Then he said, I can give you a 10 per cent partnership, but you have to pay for that share and that goodwill amount was around 60x my annual profes­sional income. I was stunned.”

Sagar left the firm about six months after that conversation. On 1 November 1991, he set up his solo practice from a single hotel room in Qutub Hotel, Delhi. “There was a waiting list of 8-10 years for a tele­phone line in those days. So, I started in a hotel room. It was just me and an office boy,” says Sagar.

Now, 24 years later, JSA is one of
the top law firms in India, with over 270 lawyers, including 70 partners and offices in New Delhi, Gurgaon, Mumbai, Bangalore, Hyderabad and most recently, Chennai. “We started with a capital of ?50,000,” recalls Sagar, “which was actually advance fees given by my first client.” Despite a humble start, JSA actually had a good run from the begin­ning and even Sagar admits that he was ‘uniquely blessed’. He informed about 20 clients of his departure, along with his new address and con­tact information. Soon after, clients began sending cables to his uncle’s firm, requesting a transfer of files to Sagar’s new practice. “After the first week, it felt like my table had just moved from one location to the other.” Sagar’s founding clients were the same he’d been working on ear­lier – the likes of Oracle, Pepsi and the Digital Equipment Corporation.

Sagar’s timing was fortuitous. The opening of JSA coincided with the opening of the Indian economy and a flurry of legal work. “Prior to 1994-95, lawyers didn’t work in telecom or power or mining, because there was no private investment in these areas,”
explains Sagar. But it wasn’t just luck. After a successful start, Sagar quickly realised that the firm’s future lay in providing domain expertise. At a firm retreat, he spoke to his small team of lawyers about the need to specialise in important sec­tors such as municipal, infrastruc­ture, etc. Amit Kapur, partner, JSA, remembers Sagar’s speech well. “He spoke about how the world is chang­ing and the need to be a broad based firm that looks beyond FDI. I was told to look at municipal and infra­structure. I was quite enthused; I got Amar Gupta to take over litigation and I started looking at projects,” he explains.

Kapur has, since that speech, made quite a mark. He is regarded as one of the top lawyers in the power sector, and regularly consults with the gov­ernment on the topic. Sagar’s vision paid off. The firm, with the help of old hands like Kapur, evolved into structured practice areas.

While the firm grew in prac­tice and revenue, it was still a small player; from 1991 to around 2000, JSA had about 34 lawyers, and two offices, Delhi and Bangalore.

Bangalore too was actually the initia­tive of JSA partner Sajai Singh, who was interested in tech law and vol­unteered to set up the office. “Sajai had many contacts in Bangalore. We said, well, that’s one space where we don’t see any specialised areas. Bangalore was low-risk compared to Bombay,” says Sagar, on why his firm chose to expand down south instead of Mumbai. The expansion to Banga­lore also raised the question – could JSA become a national firm?

Bangalore foray

A JSA commissioned client satisfaction survey in 2000 was an eye opener. While the clients lauded the firm for its ethical and management practices, they complained that JSA lacked a presence in Mumbai and the financial markets. Sagar and his team quickly realised that if they had national dreams, they needed a stronger pres­ence in Mumbai. At the time, they only had a small three-person office in the city. “That’s what led to our search for a like minded person and that is how we found Berjis (Desai) and his team,” describes Sagar.

Sagar and Berjis Desai, managing partner, JSA, had been on opposite sides of a matter before and knew of each other. Through a mutual friend, an introduction was made and Sagar inquired if Desai was interested in JSA Mumbai. Desai, who happened to be in talks with another firm at the time, found that he and Sagar instantly connected on what they wanted to do. The finalised on the commercials of the new firm (Desai would become partner and bring
about 16 people with him, including current partners, such as Somasekhar Sundaresan and Gayatri Bhandari) within minutes.

“Bombay was a small office when we joined. It has grown organically. In the first few years we joined, the growth was quite rapid. Then it just happened without effort,” explains Desai. His strategy was to consciously attract people with sector expertise, such as Dina Wadia and Sandeep Mehta from Little & Co, Nitin Potdar from Amarchand, Akshay Chudasama from AZB, and Farhad Sorabjee from the chambers of Atul Setalvad. “They became equity partners, brought their own practice areas and in some cases, we started developing new practice areas like media or competition law, as we went along.”

But how did he lure such
prominent personalities to a barely known firm in Mumbai? Was it the lure of more money perhaps? “Not at all,” claims Desai. “The whole idea of a firm that didn’t belong to any­body was the primary attraction. JSA also offered considerable freedom and flexibility to do what each one pleased, within their sector.” And, as one partner remarked bluntly, “peo­ple were so unhappy in their existing set ups, that it didn’t require much effort to bring them in.”

“I didn’t want to be in a fam­ily kind of structure or where you were always subservient to a family or where the equity structure was skewed,” adds Dina Wadia, partner.

The JSA story is more than just a fairy tale for legal dorks. It is also the story of how Sagar chose to try and build something bigger than an aver­age family controlled law firm; an institution in perpetuity, that would have no place for nepotism and old codgers that refuse to retire. Sagar led by example. After starting in Novem­ber 1991, in April 1998, he took the baby steps of ceding equity in favour of JSA’s two senior-most colleagues. They were inducted as partners with­out paying anything to the firm or Sagar. After the expansion in 2000, the firm once again brainstormed ways to institutionalise this practice. “We said, how do we create some­thing that will outlive us? How do we focus on the people?” says Sagar. The
merger with Desai also gave all the partners an opportunity to structure the institution, with a set retirement age for partners, creating a trust that owned the firm, voting rights, etc.

The result is that JSA partners do not own the firm. Instead, the firm is owned by a trust and all equity part­ners are trustees, upholding the insti­tution. The partners also decided that there would be no pay-in at the time of induction and no pay-out at the time of retirement. Incoming part­ners would not be charged for capital investment or goodwill. Importantly, Sagar also left no space for nepotism. JSA strictly prohibits any sort of famil­ial ties within the firm. No child, sibling, nephew, or any relation what­soever of an existing employee is allowed to work in the firm. (Sadly, love affairs between office colleagues- turned-spouses have resulted in one of the two leaving JSA.)

Kapur describes Sagar’s attitude and the firm’s structure well. “He said if I have to retain talent and grow this as an institution that is larger than me, then I have to accept that different people will come together and they will not be related. They’ll be people of excellence and we will develop something that is larger than anyone. That’s where his openness and his willingness to not control everything has played a big role.” Kapur also credits Desai with being the yin to Sagar’s yang. “They were such a solid fit in providing for each other’s strength and weake- nesses. Neither of them were pursu­ing that this (JSA) should go to my son or daughter as a legacy.”

Perfect example

The retirement age of 60 was a true test for Sagar. In 2013, Sagar surren­dered the last bit of equity he owned (7 per cent odd) and left the firm. And, while he continues in the role of chairman and mentor, he takes no share of profits from the firm and claims to have no active par­ticipation in the firm. “Sagar is the perfect example of doing what eve­ryone preaches. He could have stuck around, but he didn’t. That is truly building an institution,” says Hai- greve Khaitan, managing partner,


Chudasama: honest about recession


Khaitan & Co. “He is forward think­ing and one of the finest people in the community. I really admire him, not just for his work, but also his vision.”

The trust is not the only thing that sets JSA apart. It also has a unique compensation structure that is deter­mined by its compensation commit­tee. “We have a certain methodology, which includes not only experi- ence/position, but also interesting performance criterion,” says Sagar. “There are 6-7 slabs,” elaborates Desai. Seniority is only 5 per cent of the weightage. Other criteria include performance, practice area perform­ance and brand building for the firm among others. The lowest slab is at 1.75 per cent, while the highest slab is at 6.25 per cent, adds Desai. Sagar is particularly proud of the fact that the equity slabs or bands as he calls them, are flexible. Partners can move easily within bands, and “to be spe­cific, when I retired, the difference between me and the next set of part­ners was less than 1 percentage point. We are that flat an organisation.”

Desai, the Mumbai office, the expansion, the time – the combination was a turning point in jSA’s growth chart; from 34 lawyers before Desai, to 50 with Desai in 2003, and his team, to 350 lawyers in 2015. Admittedly, such growth has been the norm for most of the leading law firms.

The peak years saw JSA grow at 40 per cent per year. “We always had some kind of plan – that we would like to be x number of partners, x number of associates in y years. We did that organically and by joining up and taking up other practices. That also brought in heft into geographies where we had a decent presence but made us bigger. We knew that places where you can grow on merit, the sky was the limit,” says Wadia.

The recession and subsequent glo­bal slow down impacted India’s legal industry as well and last year, growth slowed to 17-18 per cent. Partner Akshay Chudasama is honest about the recession and its impact. “A lot of our competitors are completely under­cutting us. It’s a big problem. I’ve gone into matters where we’ve given quotes of x lakh, and our peers from good quality Tier II firms have given quotes for half that amount. You can’t compete with that,” he says.

But Desai was optimistic about the figures for this year, with a new government in place and reforms on the agenda. “Stalled infrastructure projects should boost the industry,” he added. Business from foreign law firms also makes up 20-25 per cent of JSA’s revenues, and the uptick in the global financial markets should help.

The partners also pride themselves on being a transparent organisation. The firm’s accounts, for example, are web-enabled and each partner has access to it at any time from any given place. “It is different from other firms. Unless you’re able to accept that money is not everything, that you will be part of an institution as a trustee and the key is people – it is difficult,” says Chudasama.

Perhaps, it is the transparency or the unique compensation method. But JSA continually boasts of having the lowest attrition rate in the legal industry. “The firm is built around openness to evolve as per your pas­sion and talent,” says Sagar.

Today, the firm is divided into nine practice areas and a practice head (who is also an equity partner)


chairs each area. The firm’s business strategy is carefully crafted around each of these areas. There is a macro plan for every three to five years. And there is an annual budget and business plan for each practice area every year. “For example, in regula­tory and policy practice, there are three equity partners and four to fiv&younger partners. All of us think through questions such as how did we do last year, how do we expect to do this year, do we need more people, etc. It’s about time, economic reality of that industry and how to allocate effectively,” explains Kapur.

Long-term view

Once each practice area has created a plan, it is shared with a peer-sharing counsel, which is made up of all the practice chairs and Desai. All plans are combined to make a firm wide plan, with components such as peo­ple, training, clients and potential rev­enue, explains Chudasama. He also stresses on the importance of hav­ing yearly and long-term plans, citing the downturn in the capital markets over the last few years. These are short terms issues, the plan must be driven by a long-term view, he says.

JSA also regularly engages with its clients to improve on their work, as well as get an objective, out­side review. “We try to marry our resources with opportunities,” says Chudasama. Most clients have glow­ing reviews for their jsa teams. “They
have scale and a large number of pro­fessionals covering different areas to take up complex assignments. At the same time, they are approach­able and nimble enough to respond promptly,” says Atul Nishar, chair­man, Hexaware Technologies Lim­ited. “There is a fine combination of sound legal knowledge and strong business understanding.”

The firm’s executive commit­tee, on the other hand, looks at the administrative side of things, with each member taking on one respon­sibility such as finance,, human resources, technology, etc. Kapur stresses on evolving the firm’s prac­tice, whether by experience, look­ing at peer firms, other service sector or consulting firms, and finding the best solutions.

For now, the focus is on growing the firm. Desai hopes to expand to Ahmedabad next. While he’s happy about the firm’s number one status, when it comes to power or securi­ties practice, he honestly admits that JSA’s M&A practice is not as large as it should be. He also enthused about the dispute resolution team in Mum­bai that JSA has been developing in a big way over the last year.

JSA’s strategy of evolving and cul­tivating nine practice areas has been successful so far. Some, however, see it as too segregated. It is almost as if different teams are merely sharing an umbrella called JSA, comments an industry expert. “There is too much
decentralisation,” admits one of the partners. “And that comes with its fair share of issues.” From the outside, it is easy to imagine a few practice heads walking out with their teams. But the insiders, the equity partners them­selves, are committed to the firm and insist that there are no such issues.

The departure of Sagar had raised similar concerns two years ago. “Everyone obviously respects Sagar, but we are operating pretty much as it is. In fact, we are growing and we’ve made progress. A lot of the questions on the ability of the insti­tution to carry on once Jyoti (Sagar) retires have been resolved,” insists Chudasama.

Some outsiders claim that Sagar’s retirement is not as clean as it seems and he remains involved, if not invested, in many of the firms mat­ters. JSA though, absolutely denies such claims. The other issue is that Desai is up for retirement in one year and once again, JSA will have a new person at its helm. Will the firm be able to carry on without its founding partners? And will it survive a suc­cession contest every few years? “The real challenge will be the kind of structure people want to see. Do they want to see a managing partner as it is now? Somebody will have to emerge as a leader. The younger lot is seeped into the culture, so to speak. But the new lot – how true they stay to the philosophy is a major weakness,” says Desai, bluntly and to the point.

Even then, the younger lot seems prepared for it. “It is not something that is coming up out of the blue,” explains Chudasama. “People have discussed it, deliberated it and pre­pared for it. Our structure is quite benign; so, it is unlikely that we will have problems.”

Desai claims that young legal pro­fessionals are increasingly wary of the family law firm set up. “They would love a model like this. Oil & gas, competition, media and enter­tainment, shipping – a highly spe­cialised firm dealing in specialised vertical practice areas. That will be the strength and USP of the firm, so long as they can stick together.”

♦ SONEERA SANGHVI [email protected]