In an exclusive conversation with ETLegalWorld, Sumeet Singh, Chief Legal Officer at BharatPe talks about his role as the CLO and board member at BharatPe. The conversation covers the company’s governance framework, Singh’s role as a legal officer on the board, and broader trends in the fintech industry.
Manashvi Tripathi: How has BharatPe’s governance architecture matured as the company scaled, particularly in terms of board composition, independent oversight, and committee structures? What safeguards have you pushed for?
Sumeet Singh: As BharatPe scaled, we recognised that governance could not remain mere lip service or a tick in the box pre-IPO exercise, it had to become part of the company’s institutional architecture. We became a professionally managed company at a very early stage, moving away from promoter or founder control which helped in making everyone an equal stakeholder in driving meaningful governance related changes.
We voluntarily appointed Independent Directors even though, as a private company, we were not legally required to do so. We also constituted Board-level committees, including an Audit Committee and a Compensation Committee, to bring greater independence, transparency and rigour to matters such as financial reporting, internal controls, senior leadership appointments and remuneration.
Given the nature of our business, we have also established appropriate technology and information-security governance mechanisms through IT committees and policies. The safeguards we have consistently focused on include clear delegation of authority, timely escalation of material matters, strong documentation of decisions, management accountability and meaningful Board oversight.
We also bring in external experts to come who help in identifying any gaps or vulnerabilities. As a fintech company operating at the intersection of finance and technology, we understood fairly early that trust is fundamental to the business. Strong governance is not something to be introduced only when a company is preparing for an IPO. It must evolve alongside the business and become part of how decisions are made every day.
Manashvi Tripathi: What changes when a legal officer sits on the board of a regulated entity rather than advising from outside it?
Sumeet Singh: We are experiencing an increasing trend of a GC/CLO joining the board of the companies and helping the Board navigate complex regulatory and governance matters. The most significant change is the level of accountability. As a legal professional, your role is to identify legal risks, explain the law and advise the decision-makers.
As a director, you become one of those decision-makers sharing your expertise on regulatory matters to help the Board arrive at a right decision. You are required to look beyond the purely legal position and consider the company’s strategy, financial health, customers, employees, shareholders, regulatory obligations and long-term sustainability. In a regulated entity, this responsibility is even more significant because the decisions of the Board can have consequences beyond the company itself, they may affect consumers, the financial ecosystem and public trust.
A legal background helps bring discipline and foresight to Board discussions, but a legal officer on the Board cannot think only like a lawyer. The role requires a holistic, independent and commercially informed view, while always remaining conscious of one’s fiduciary duties and the regulator’s expectations. I have been extremely fortunate to share the board room with many industry veterans and learn from them.
Manashvi Tripathi: RBI has brought many key changes to the fintech industry over the last 2 to 3 years. How is the industry adapting, and what does that mean for legal and compliance functions?
Sumeet Singh: The regulatory landscape has evolved significantly, and the direction is clear: innovation and scale must be accompanied by consumer protection, transparency, data security and institutional accountability.
For instance, the recent Payment Aggregator regulations did something the industry needed. They brought clarity to how offline PAs had been operating—an area that had grown ahead of the rules—and they tightened KYC, transaction monitoring and fraud controls at the same time. That’s the right direction. The industry is therefore adapting not merely by changing policies, but by re-examining how products are designed, marketed and delivered.
Increasingly, regulatory considerations have to be built into the product and customer journey from the beginning, rather than reviewed only at the final stage. This has also changed the role of legal and compliance teams. They can no longer operate as functions that step in after a business decision has already been made. So my team sits with product, technology and risk from the first conversation now, not at the sign-off stage.
Manashvi Tripathi: As CLO, how do you approach contentious disputes involving the company? When do you litigate, settle, or escalate?
Sumeet Singh: You start by getting the facts straight and taking the temperature out of the room. A lot of disputes have a commercial answer sitting inside them if someone bothers to look. Litigation can be expensive, time-consuming and distracting, so it should be pursued after careful consideration and after exhausting the opportunity to find an amicable solution. The part I’d stress is how you run it once you’re in.
I’ve been fortunate to be closely involved in some complex disputes, and the lesson from all of them is the same—you cannot outsource this. Be in the room for the senior counsel briefings. Read the papers yourself, all of them. External counsel bring the advocacy and the judgment, but they will never know the facts better than your in-house team, and if you hand over a file and step back, you find that out at the worst possible moment. A good resolution is one that protects the company’s legitimate interests, provides sufficient certainty and allows the business to move forward. The role of the CLO is to remain calm and objective, particularly when the dispute itself is contentious.
Manashvi Tripathi: What does IPO readiness look like from a legal and compliance standpoint? What has to be true before fintech is ready?
Sumeet Singh: IPO readiness isn’t about preparing an offer document or finishing a due-diligence exercise. It’s about whether the company can operate under the scrutiny and accountability that come with being listed. From a legal and compliance standpoint that means accurate books and records, a clean capital structure, contracts and compliance frameworks you can actually stand on, litigation and regulatory matters properly managed, internal controls that work, real board and committee oversight, and clear processes for material disclosure. And the information you give investors has to be accurate, consistent, and capable of withstanding scrutiny quarter after quarter.
For fintech there’s a second layer, regulatory compliance, customer protection, technology resilience, data governance, information security. These can’t be last-minute workstreams. They have to already be embedded. Markets reward consistency, predictability, sustainable growth and a governance framework that holds. In my view a company is IPO-ready when public-market discipline is already how it operates, not something it adopts because it has decided to list.
Manashvi Tripathi: Having served on BharatPe’s Board, how has that shaped the way you think about risk, governance, and escalation as CLO?
Sumeet Singh: Serving on the Board gave me a much deeper appreciation of the responsibility attached to every material decision. As an adviser, one may naturally focus on the immediate legal question. As a director, you see how that question connects with strategy, finance, operations, people, reputation, regulation and the company’s long-term future. It also taught me that governance isn’t about slowing decisions down. It’s about improving them. The right information has to reach the right forum at the right time, differing views have to actually be heard, conflicts have to be managed, and material risks have to be escalated before they become crises.. That experience has shaped my approach as CLO.
I now assess risk not only through the lens of whether something is legally permissible, but also whether it is responsible, sustainable and aligned with the company’s values and long-term objectives. It has also reinforced the importance of speaking up clearly and early, even when the message may not be the easiest one to deliver.
