Leading with Law and Conscience: The Journey of Amit K Vyas

Some professional journeys are shaped by opportunity, while others are forged by conviction, clarity of purpose, and an unwavering commitment to principles. Amit K Vyas’s journey belongs firmly to the latter category, defined by a lifelong passion for law, a deep respect for governance, and the courage to choose integrity over convenience at every stage of his career.

From discovering his fascination with court proceedings and legal reasoning during his graduation years at Delhi University to consciously pursuing dual qualifications as a Company Secretary and a lawyer, Amit’s path reflects a deliberate choice to build expertise at the intersection of law, compliance, and business strategy. At a time when the Company Secretary profession was still evolving and often undervalued, he chose to see beyond conventional roles, shaping a career focused on adding tangible value at the Board and organizational level rather than limiting himself to procedural compliance.

With over three decades of experience across diverse industries, including manufacturing, FMCG, investment banking, heavy engineering, and specialty chemicals, Amit has consistently worked to integrate legal, secretarial, governance, ESG, and risk management functions into a cohesive strategic framework. Currently serving as Head – Legal and Company Secretary at NOCIL Ltd., a listed market leader in the rubber chemicals sector, he operates as a trusted advisor to the CEO and Board, ensuring that law, ethics, and business objectives move in alignment.

This journey article takes readers through the defining moments, professional challenges, landmark legal victories, leadership philosophies, and principled standpoints that have shaped Amit K Vyas’s career. From navigating difficult corporate environments to winning precedent-setting legal battles and building high-performing governance frameworks, his story offers valuable insights for professionals across legal, compliance, and leadership domains. Readers are encouraged to explore the full article to understand how conviction, resilience, and professional integrity can create lasting impact in the corporate world.

Early Life, Education, and Career Journey

Tell us about your early life, education, and career journey?

My inherent passion for pursuing a career in law came to the fore during my graduation days (B.Com) from Delhi University way back in 1986. In those days, I was fond of reading reports on legal cases published in newspapers and keeping cuttings for my personal records. Even while watching movies, I used to get fascinated by scenes involving court proceedings and lawyerly combat. Even today, I remember each of those cases that I had read during those days (40 years back).

During the final year of my B.Com, while all my friends dreamt of becoming Chartered Accountants (CAs) and Cost Accountants (CWAs), I always aspired to become a Company Secretary with a legal qualification and be recognized as a top corporate lawyer. This was way back in 1987, when CS as a profession was not so well established and Company Secretaries were still not treated at par with Chartered Accountants by corporates in those days. I never did well in Maths and Accounts, and hence the typical “calculative figure work” was beyond my domain, whereas my drafting skills and ability to express logical arguments on subjects of social or other interest were my forte.

After my B.Com, I pursued CS and LLB (from Delhi University) and completed both courses simultaneously. I must admit these were the most exciting times of my life, as I enjoyed attending classes, arguing with professors, participating in debates on controversial subjects, and writing small articles on the latest legal issues.

While studying for CS, I thoroughly enjoyed Company Law, the Capital Issues Control Act (now SEBI), Consumer Protection, and MRTP (presently the Competition Act).

Thus, I have been a Company Secretary and a lawyer by choice and not by accident.

My approach from day one (way back in 1992, when I started my career as a Management Trainee) has been to contribute to an organization as a Company Secretary as well as a legal functionary, instead of confining myself exclusively to either the CS role or the corporate lawyer role. This is where the value addition to the Board, and consequently to the business, gets recognized.

Unfortunately, many of my peer-level professional friends committed the mistake of focusing only on the corporate secretarial role and were branded as “Company Secretaries mandated by law,” with expertise limited to maintaining statutory records and handling Board and General Meetings.

My areas of exposure evolved as I progressed through the organizations I worked with, facing varied experiences and challenges posed by the respective businesses. It has been a very tough journey, having combatted toxic work environments, hostile superiors, and professional animosity displayed by CFOs and other finance professionals who treated a CS as an inferior being, a cost centre, and a back-office function. As a legal functionary, I was often confronted with mindsets that referred to the legal functionary as “a business-averse professional and a stumbling block capable of raising only objections.”

What is your current role, and what do you enjoy most about your work?

I am a Fellow Member of the Institute of Company Secretaries of India (FCS) and a first-class law graduate (LL.B) from Delhi University. I hold more than 30 years of experience as a highly resourceful and skilled Company Secretary and Corporate Lawyer / Legal Head / Counsel. My areas of exposure and expertise include Corporate Secretarial Function, Corporate Governance, Legal and Statutory Compliance Mechanisms, Litigation / Arbitration and Contract Management, Sustainability and ESG initiatives, supporting CSR initiatives and related compliances, ESG Policy Formulation and Implementation, Due Diligence / Audit, Stakeholder Management and Investor Servicing, and Risk Management and mitigation. Starting in 1992 as a Management Trainee, I consciously integrated legal and secretarial functions to deliver tangible Board-level value, rather than limiting myself to compliance alone.

My current employer and position: I am presently the Head – Legal and Company Secretary of NOCIL Ltd. (functioning since April 2019), which is the largest rubber chemical manufacturer in the country and is listed on the BSE and NSE, with a market capitalization of Rs. 4,368 crores. I oversee the entire gamut of corporate legal, secretarial, and governance functions, including ESG, Risk Management, Corporate Governance, CSR, overall compliance with all applicable laws, litigation, legal advisory, and stakeholder and investor servicing. I function both de facto and de jure as the Chief Legal Advisor to the CEO and the Board, apart from being a Key Managerial Personnel (KMP) in my capacity as Company Secretary.

Since April 2019, I have led the legal and company secretary functions at NOCIL Ltd., overseeing governance, statutory compliance, litigation, contracts, ESG and CSR initiatives, risk management, and investor relations. As Chief Legal Advisor to the CEO and Board, I ensure that law, governance, and strategy converge to drive sustainable business impact. Awards such as the Forttuna Global Excellence Award 2025 and Legal Era’s Legal Team of the Year 2023–24 highlight the success of this integrated approach.

At the macro level, I have been able to guide NOCIL through complex regulatory frameworks, global compliance challenges, digital governance initiatives, and ESG-aligned sustainability strategies. Under my leadership, the legal function has become a strategic enabler of investor confidence, corporate integrity, and long-term growth, influencing decisions that shape the company’s trajectory both nationally and internationally.

At the micro level, I serve as a trusted advisor to the Board and individual directors, guiding succession planning, ethical decision-making, operational governance, and risk management. My meticulous approach ensures that compliance, corporate ethics, and regulatory frameworks are embedded into daily business operations, aligning governance with strategic decision-making, operational excellence, and sustainable impact.

My career spans a diverse range of organizations, including promoter-driven companies, public sector undertakings (PSUs), multinational corporations, and professionally managed enterprises. I have dealt with diversified businesses spanning Manufacturing, Investment Banking, Heavy Engineering, FMCG, Agriculture, and Specialty Chemicals .

I developed a keen interest in writing on legal topics, latest case laws, and their implications during my graduation days. After initial struggles, I developed an extraordinary flair and passion for writing on legal issues. I started contributing numerous articles on Company Law since 1992 to Chartered Secretary, a leading publication of the Institute of Company Secretaries of India (ICSI) with the largest circulation in corporate law.

• I wrote my first book on the Companies Amendment Act, 2000 (published through Snowhite Publishers)  in the year 2000 , which was well received in professional circles.

• Encouraged by the response to my first book, I authored another book on SEBI Insider Trading Regulations in the year  2001 ( this was the first book on Insider Trading in the country)

• I have never stopped writing or contributing articles over the last 30 years and, to date, have contributed numerous articles on Constitutional Law, Corporate Law, Arbitration and Mediation, Securities Laws, and Anti-Trust, among others, to:

  • Chartered Secretary (a leading publication of the Institute of Company Secretaries of India, ICSI, with the largest circulation over the last 20 years)

  • Legal Era (India’s top legal e-magazine)

  • LinkedIn

What has been your proudest professional accomplishment?

So many of them. The proudest being the latest recognitions at NOCIL Ltd

WINNING TOP AWARDS IN A SPAN OF JUST 2 YEARS on multifarious areas including CSR , COMPLIANCE MGT, SUSTAINABILITY, RISK MGT & as the  BEST PERFORMING LEGAL TEAM ( category : small cap companies )

(Awards received in the past 2 years – a bird’s-eye view:

• The Economic Times Global Legal Convention and Awards in the category of Corporate Social Responsibility Initiatives of the Year, 2023.

• Winner of the India Risk Management Awards (Season 10, CNBC-TV18) for Regulatory Compliance Management (Mid-Cap category) on June 27, 2024.

• Winner of Legal Team of the Year (Small Size) at the Legal Era Forum, 2023–2024.

• Bagged the India Legal Award on February 8, 2024, at the General Counsel Vision and Innovation Summit and Awards 2024.

• Won the Vision Awards 2023 for Best Sustainability Report in the Chemicals sector.

• Secured a Platinum LACP Award for NOCIL’s Sustainability Report 2022–23, scoring 99 out of 100

Major Career Challenges

What is one major challenge you've faced in your career, and how did you overcome it?

Way back in 1992, when I entered the profession, corruption was at its nadir. Every single government department we dealt with, and in particular the Department of Company Affairs (now called the Ministry of Corporate Affairs) and the Registrar of Companies (ROC), did not move an inch without palm greasing. Even for physical filing of statutory documents (there was no digitalization then), cash had to be doled out for procuring a basic receipt evidencing filing. The department would not issue a certificate of registration of charge against assets (on loans procured by the company) unless palms were greased. Bribe amounts were dictated based on the size of the company, its PAT, turnover, etc. Similar was the case with all other government departments, and as a professional, I hated this to the core. When I raised questions on why we should be doing this when we had all good intentions in business, I was given a standard answer by many of my superiors at that time: “Be a Roman in Rome and an Indian in India.”

In fact, I recall that way back in 2001, when I was interviewed for a senior position by a pharmaceutical company, the whole discussion revolved around one question: my “ability to manage.” I boldly replied that yes, I could manage work pressure very well. However, the question was not about managing work, but about managing people, not team members, but powerful officials in the ministries who would approve applications and grant exemptions for a price. Of course, I could never take up such a job, even with much higher monetary benefits.

Things have changed drastically in the last 15 years with rapid digitalization across the country, the enactment of the new Companies Act in 2013 dispensing with government approvals on internal corporate matters, and the elimination of interfaces with government officials. The attitude of government officials has also changed in the last 10 years, and they have become much more progress-driven and supportive, as against the typical fault-finding, cash-thirsty sharks.

Other professional challenges:

While things have considerably changed in corporate management over the last two decades in terms of governance standards, ethical conduct, and best HR practices, what we (myself and many of my professional brethren) faced during the initial and even later years in the profession as Company Secretaries and legal heads of corporates is worth mentioning to youngsters today, since the basic human tendency of playing dirty politics has not changed much in typical Indian corporates. I always viewed merit, intelligence, and capability as the winning factors, but realities were different. Despite my best performance for the organization, I could not be a party to power centering, caste- and language-based biases and prejudices, licking the feet of those in power to get promotions, seeking and giving personal favors, personal appeasement, behind-the-back reporting, and personal loyalty versus corporate loyalty.

Secondly, bosses in those days cared two hoots about work-life balance. We used to work for 12 hours on average, despite personal and family obligations. Weekends were never meant for personal development. On Monday mornings, we were expected to be ready with our classwork and homework copies, up to date, like primary school students, and leave was granted only when one was terribly sick. Some monsters even verified through their sources whether you were actually sick or on holiday. Personal rights were almost non-existent, and this is what we called being wedded to the office. Many of my friends suffered at a personal level due to separation, extramarital affairs of their spouses, personal clashes, and cascading impacts on poor children. It was a heavy price paid by many professionals who could not bear this torture and pressure.

In one of the very large engineering corporations, which boasted of the highest qualified and best engineers at that time, there were rampant intra-functional conflicts on the basis of caste. Believe me, the foreign partners, particularly the Japanese, were shocked at the cultural cold wars hitting performance.

Not much has changed in typical Indian managerial mindsets.

“When power goes to the head, arrogance creeps in, and the so-called leaders soon turn into self-proclaimed dictators running their companies as personal fiefdoms.”

Those who prostrate before power centres are fed with some leftovers by their masters, whereas the best performers and committed employees suffer for 12 hours in offices and then at home at the hands of their spouses. One day, they collapse with a severe heart attack and are relieved of this burden forever.

I personally feel that unless top leadership actually and factually adheres to the values it boasts about through its vision and mission statements, and unless it truly pursues the spirit of what it claims to be, committed employees will never be acknowledged, will never make it to the top, and will never grow.

Challenges at a personal level:

I was unable to give adequate time to my family due to work pressure, and in those days, the concept of working on a laptop from home was not known. Fortunately, my spouse is also a qualified Company Secretary (she gave up her profession for our two kids) and understood the rigors and pain I underwent, supporting me through those tough times. That kept me going.

I could have been at a much senior position today had I developed myself as a sycophant and learned the art of appeasement, etc. But I have no regrets. I stood fast to my principles, never bowed down to power centres, and never clamoured to compromise for dirty politics.

How do you stay ahead in your industry?

My aspirations and goals for a vibrant legal and compliance function

• To always add value and support to the business, rather than functioning as a fault finder with a negative approach.

• To work in a principle-based organisation that challenges me to evolve professionally, while contributing to the growth of the organisation.

• To pursue the objective of building a powerful and updated legal team that is process-driven, with inbuilt succession planning tools.

My strengths (which I have always applied to the maximum)

• ALWAYS OPT FOR THE HARDER RIGHT THAN THE EASIER WRONG.

• I hold strong commercial awareness and a love for all things legal. This combination makes corporate commercial laws an area of interest for me.

• I have immense curiosity to learn different facets of law and business operations, which pushes me to work hard and develop newer skill sets.

• Strong client-service and customer orientation, with strengths in forming good working relationships.

• High degree of independence, initiative, and decisiveness.

• Strong analytical skills and an ability to demonstrate sound legal and business judgment, along with the ability to work independently and also contribute successfully to cross-functional teams.

• Excellent organisational skills, and an ability to manage multiple projects at once to meet deadlines.

Advice to Young Professionals

What advice would you give to young professionals aiming for success?

Follow the ICSI motto, “Speak the Truth, Abide by the Law.” No exceptions are permitted. There should be no question of any gross negligence on the part of the Company Secretary in matters of compliance with corporate and securities laws where he is directly accountable.

You are the future conscience keepers and torch bearers of good corporate governance. Remain steadfast in your commitment to implementing best-of-breed governance practices.

Love your profession in priority to your employer or client. Your employer or client may leave you one day, but the profession never will.

Conclusion

Amit K Vyas’s professional journey stands as a testament to what it means to practice law and governance with conscience, courage, and consistency. Across decades of evolving corporate landscapes, regulatory reforms, and organizational challenges, he has remained anchored to a simple yet powerful belief: that legal and compliance functions exist not merely to prevent risk, but to enable responsible, sustainable business growth. His career reflects a rare balance of technical expertise, commercial awareness, and moral clarity.

From confronting systemic challenges in the early years of the profession to shaping integrated legal and governance frameworks at the highest levels of corporate leadership, Amit has demonstrated that long-term credibility is built through principled decisions, not shortcuts. His approach to integrating legal, secretarial, ESG, risk management, and stakeholder engagement functions has helped position governance as a strategic pillar rather than a back-office obligation. In doing so, he has influenced boardroom thinking and strengthened institutional trust.

Equally significant is his role as a mentor, writer, and thought contributor, consistently sharing knowledge through publications, professional forums, and practical guidance for the next generation. His advice to young professionals underscores the enduring value of integrity, accountability, and respect for the profession itself, qualities that remain relevant regardless of changing regulations or business models.

As this journey concludes, Amit K Vyas’s story serves as a reminder that true professional success is not measured solely by titles or accolades, but by the principles one upholds, the standards one sets, and the impact one creates over time. His path offers valuable perspective for professionals aspiring to lead with purpose, build credibility through ethics, and leave a lasting imprint on corporate governance and legal leadership.

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