Pankaj Dhawan: Proactive Strategist And Advocate Of Risk-Free Operations | CEOInsights Vendor
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Pankaj Dhawan: Proactive Strategist And Advocate Of Risk-Free Operations

Pankaj Dhawan: Proactive Strategist And Advocate Of Risk-Free Operations

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Pankaj Dhawan,Chief Compliance Officer

Pankaj Dhawan

Chief Compliance Officer

PVR Ltd. is the market leader in terms of screen count in India. Since 1997, the brand has redefined the cinema industry and the way people watch movies in the country. The Company has, over the years, consistently added screens, both organically and inorganically, through strategic investments and acquisitions which includes ‘Cinemax Cinemas' in November 2012, ‘DT Cinemas' in May 2016 and `SPI Cinemas' in August 2018 which added 138 screens, 32 screens and 76 screens respectively to our screen network. Currently, PVR today operate 845 screens in 176 cinemas in 71 cities in India and Sri Lanka with an aggregate seating capacity of approximately 1.82 lakhs seats.

Since there were several group companies & Private Equity Investors therefore PVR appointed Pankaj Dhawan as Company Secretary and Chief Compliance Officer of the Company to ensure that the PVR complies with outside regulatory and legal requirements as well as internal policies & bye laws. Pankaj with significant exposure of the industry and having an intuitive knowledge of PVR's goals and its culture was able to successfully perform as CS & CCO of PVR.

Highlight your educational and professional background.
I completed B. Com from Delhi University followed by CS from the Institute of Company Secretaries of India (ICSI). Admitted as Fellow Member (FCS) of the ICSI in the year 1997 and completed LL.B in 2013.

Started my career way back in 1982 with Weston Electronics Ltd. After six months of working in accounts, I was shifted to the Secretarial and Legal Department of the company to manage their Initial Public Offering(IPO). I am fortunate and privileged to get a challenging and exciting opportunity to handle the IPO of the company.

I found it exciting to have interactions on regular basis with the Merchant Banker (SBI at Parliament Street New Delhi) and other colead managers to the issue (Bank of Baroda and Canara Bank both at Parliament Street New Delhi) The IPO was a great success as oversubscribed by more than 59 times. During that time, I got a chance to meet the CGM of State Bank of India who became CMD of SBI later on.
Tell us about your unique skill sets and strengths that differentiate you from your peers in the industry.
The exposure of handling IPO independently of Weston provided experience towards overall planning for fundraising from the capital market, managing of IPO's issue closure processes besides dealing with the Regulators, Merchant Banker, Co-Lead Managers to the Issue, Law Firms and top management of the company. The aforesaid exposure gave me unique skill sets and strengths that differentiated me from our peers in the industry.

Uncertainties can be managed if comprehensively planned with the right strategy to achieve the goals and objectives of the organization


As the CCO of PVR, what are the key drivers that you deploy to ensure that the company's regulatory Compliance is used appropriately to meet its short/longterm needs?
Chief Compliance Officers are responsible for designing, implementing & monitoring the process by which the companies comply with applicable laws and regulations. This in fact frees the counsel to take a more strategic legal & risk free tolerance approach.

The business environment in India has undergone a sea change in the past decade. Increased emphasis on values such as accountability, transparency, and risk management has led to the integration of compliance management with business processes. SEBI expects numerous compliances from listed companies through Listing Obligations & Disclosure Requirement (LODR), which provides a framework for Corporate Governance applicable to every listed entity PVR is one among the best-governed companies in India.

As a Chief Compliance Officer of PVR, the key drivers I managed mainly through time tables, schedules for compliances covering Companies Act, SEBI Laws and FEMA. Regular audit by the Secretarial Auditors and Statutory Auditors also helped me in revisiting the scope for improvement. In PVR, I managed to get installed software to handle and monitor trades by the designated persons and promoters. Periodical review of compliances also helped me in strict compliances. I also created a team to help me in timely compliance.

Further, was able to keep the short term, medium term, and Long term compliance charts to stick to timely compliances, however as a matter of fact that with more than 30 years
of experience in this field as a core Company Secretary I was able to ensure compliances in time without fail.

Could you describe how you identify, assess, and determine how to manage those uncertainties?
To achieve my goals and manage uncertainties, I always prepare documents before inhand for timely compliances. For example, if I need to pass a Special Resolution after 7-8 months, I always ensured to start working on preparing drafts/documents and to keep revisiting the same to fine tune and to have final docs in place well before the time.

How do you ensure achievement of goals and objectives, optimization of performance, and management of major projects?
After my induction in PVR, I could see that there was scope for improvement in the process and the system followed by the company. To have the best of the compliance system in place I kept not only changing some of the old processes and systems but also brought in new ways of working more systematically and professionally. PVR has private equity investments therefore it was imperative to ensure best practices in place in the company so that we are always ahead of the peers.

In your journey so far, which are the milestones that bestowed you with utmost satisfaction?
In my journey over a period of 30 years, the most challenging and exciting assignment was given to me while I was employed with Talbros Group. I was assigned a task the objective was to resist a hostile takeover bid by a mighty foreign collaborator. We were able to defeat the foreign collaborator after presenting our case before the Foreign Investment Promotion Board of India chaired by Subba Rao the then Finance Secretary of Government of India. Similarly several challenging restructuring/acquisitions were completed.

Also, I was able to handle an inspection by MCA which was completed over more than one year. Also handled some of the very challenging acquisitions and restructuring assignments.

Pankaj Dhawan, Chief Compliance Officer, PVR Cinemas
Top level corporate professional, B.Com, LLB, F.C.S.(India), with more than 33 years experience and exposure in Management of IPO/FPO/RIGHT ISSUE/Bonus ISSUE/PREFERENTIAL ISSUES, Business Strategies, Mergers & Acquisitions, Implementation of Corporate Governance, Restructuring Group Companies, Mr. Dhawan may be contacted for all kind of secretarial, compliance and corporate governance matters.

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