Ruchira Singhania

Seek to deploy my skillset for worthy organization to attain mutually beneficial endeavour. A competent professional having vast experience more than 11 years in corporate governance and compliance. Proficient in facilitating companies to elevate their governance standards by setting up compliance systems with excellent exposure in conducting Secretarial Audit and exposure in corporate restructuring including M&A; fund raising through preferential/bonus issue by listed entity.

Proven abilities in advising clients on subjects on Insider Trading, Related Party, Loans, Deposits, CSR, Remuneration, etc. Exposure in various aspects of merchant banking like Delisting, Due Diligence, Migration from SME to Main Board, Regulatory Liaising. Successfully executing Companies Act Convergence for corporates and playing key role in thought leadership initiatives.

An out of the box thinker with excellent interpersonal and problem solving abilities; demonstrated capabilities in training teams for enhancing their skills towards attaining the objectives.

Manager at Pantomath Advisory Services Group (2021-12 – Present)

• Execution of equity capital market deals i.e. IPO, Rights Issue, FPO, Open Offer, Composite Issue, etc.
• Handling various Main Board companies.
• Handled category II AIF compliances.
• Review of Offer Documents in compliance with the SEBI (Issue Of Capital And Disclosure Requirements), Regulations and other relevant filing / reporting documents for SEBI and Stock Exchanges
• Overseeing DRHP/UDRHP/RHP/Prospectus filing.
• Conducting end-to-end due diligence for main board IPOs.
• Review of Offer documents, statutory records, checklists, and various IPO related filings.
• Coordination for Offer documents with Stock Exchanges, SEBI, and other regulators.
• Identifying compliance and governance gaps and recommending corrective actions.
• Working closely with promoters, CFOs, legal advisors, auditors, and due diligence teams.

Company Secretary and Compliance Officer at Tainwala Chemicals and Plastics (India) Limited (2018-12 – 2021-12)

• Overseeing complete secretarial work of the Company relating to Board, Committees and Annual General Meetings.
• Handling Board related matters, Shareholders and organizing the Banks's Board meetings and Annual General Meeting.
• Preparation of notes for Board on these secretarial requirements
• Performing various Corporate Secretarial functions & Statutory Compliances in relation to Ministry of Corporate Affairs (MCA), Registrar of Companies (RoC), and the Stock Exchanges
• Advise the Board and senior management on corporate governance best practices
• Oversee statutory filings, disclosures, and regulatory reporting
• Manage corporate records, registers, and documentation
• Coordinate with regulators, auditors, legal advisors, and consultants

Assistant Manager at Pantomath Advisory Services Group (2017-10 – 2018-11)

• Handled acquisition of a large pharmaceutical company in India by a Swedish listed company engaged in contract manufacturing of pharmaceutical products and merger of its Indian group companies
• Handled merger of Indian operations of a large MNC engaged auto component manufacturer
• Handled merger of several group companies in family owned businesses
• Handled acquisition of other company through swap of shares by Indian listed companies involved in construction
• Hands-on experience in advising various MNCs and Indian companies in capital structuring, further issues of capital, mergers and acquisitions, slump sale, closure of entities, etc
• Handled various types of issue of securities including Preferential Issue, Bonus Issue for listed/ unlisted companies, etc
• Conducting Secretarial Audit for corporates
• Handled complete corporate compliances under Listing Regulations, Companies Act and filing returns with ROC for retainer clients
• Implementation of 'Companies Act Convergence' Program for corporates
• Handled Board Meetings / Committee Meetings / Shareholders Meetings and drafting their documents including Notices, Agendas, Minutes.
• Handled Pre‐IPO alignment with respect to secretarial matters.
• Prepared annual report for various listed companies including Prime Focus Limited, Kalpataru Group, etc
• Handled condonation of delay with SEBI for Kinetic Group
• Handled condonation of delay in filling of resolution with ROC
• Drafted family settlement agreement, trust deed for succession planning of family owned businesses
• Managed migration of companies from SME Board to Main Board.
• Drafting of various agreements and policies
• Advised clients on Insider Trading, Related Party, Loan, Deposit, CSR, Remuneration, etc.
• Advised clients on Corporate laws, SEBI, FEMA and other allied laws
• Handled revival of struck off companies and activation of DIN thereafter
• Handled FEMA compliances for issue of shares/transfer of shares to foreign companies/ NRIs, filing of forms with RBI, etc
• Drafting of Opinions for complex corporate law matters including Deposits, Auditor appointment, Related Party and related party transaction, etc
• Managed Business Purchase and Subsidiarisation of Companies
• Handled Buy‐back of shares
• Handled Delisting of a Small Company
• Handled voluntary liquidation of Companies
• Handled consolidation of business of a Swiss based leading manufacturer of high-quality chocolate and cocoa preceded by purchase of stake from JV partner
• Handled subsidiarisation and consolidation of Indian operations of a American (NASDAQ listed) multinational Fortune 500 company
• Working on advisory projects including technical research, drafting memo, presentations and webinars etc.

Company Secretary at GMJ and Associates (2014-06 – 2017-09)

• Handled compliances of Private, Listed and Unlisted companies on retainership basis.
• Conducting Due Diligence and preparing compliance checklist
• Conducting Secretarial Audit, Board and General Meetings of Listed as well as unlisted companies.
• Increase in Authorised Share Capital of Companies
• Share transfer audit and Share Concurrent Audit for corporates
• Incorporation of Private Company, Public Company, Section 25 Company and LLP
• Drafting and alteration of Memorandum and Articles
• Further Issue of Shares/Debentures
• Fast Track Exit of Companies and LLPs
• Amendments in LLP Agreement
• Managerial Remuneration and CSR Compliances
• AGM compliances and preparation of Scrutinizers Report
• Conversion of Firm to Company
• Shifting of Registered Office from one state to another
• FEMA compliances like Allotment of shares, transfer of shares, Annual Filing of Foreign Assets and Liabilities, etc
• Assisted and handled listed companies compliances relating to Listing Agreement, Takeover Code, Insider Trading Regulations, Reconciliation of share capital audit, etc.

LLB in Law – G J Advani Law College (2023)

T.Y.B.Com in Commerce – M.L. Dahanukar College of Commerce (2015)

H.S.C – S A Podar College of Commerce (2012)

S.S.C – Bombay Cambridge School (2010)