Manjunath Hegde

Summary

Accomplished Company Secretary, Lawyer, and Legal & Compliance Professional with over 14 years of diverse experience in manufacturing, healthcare, and listed entities. Expertise in Corporate Governance, Secretarial Functions, M&A, Contract Management, Enterprise Risk Management, and Regulatory Compliance under the Companies Act 2013 and SEBI. Recognized as a trusted advisor to boards and senior leadership while serving as Key Managerial Personnel (KMP) in various capacities. Proven success in managing high-value transactions, joint ventures, acquisitions, and developing robust governance frameworks.

Overview

16

years of professional experience

4

Languages

Work History

Company Secretary & Senior Legal Counsel

Wipro GE Healthcare Pvt Ltd

02.2020 - Current

Advising the management on Corporate Governance and administering the Board and Committee management, conducting Board, Audit and CSR Committee Meeting, Annual General Meetings and circulating the Minutes/registers/returns of the meeting as per the requirements of Companies act and Secretarial Standards and filing various forms returns with Ministry of Corporate Affairs and Reserve Bank India. Appointed as Key Managerial Person for Wipro GEHC Board as per Companies Act 2013 along with MD & CFO.
Managing Wipro GEHC subsidiaries and associate companies across South Asia region including Bangladesh, Singapore, Maldives and Nepal, Sri Lanka jurisdictions.
Developing, implementing Komrisk Statutory Compliance programs and policies through Compliance Tools and report out the Report back to the Management and Board of Directors ensuring 100% compliance.
Managing the affairs of Regulatory Compliance Board and Functional Review Board of Management team to review the various Regulatory and Compliance matters for Wipro GEHC entities across India & South Asia.
Implementation of Enterprise Risk Assessment process and framing of ERA policies/framework for Wipro GEHC entities across India & South Asia and presenting Top risks to the Audit Committee & to Board half yearly basis.
Core Members of Global Entity Governance Team representing India and South Asia and implementation of various global governance initiatives and policies across the regions.
Part of Internal CSR Committee as a CSR Legal Counsel advising and Managing CSR projects as per CSR Policy for Wipro GEHC Entities and Legal Counsel for Education & Skilling business in India of CSR portfolio of INR 25 crores.
Acting as Business Counsel for Real Estate and Education business matters managing real estate projects for biggest R & D center, 3 manufacturing sites and 20 plus Corporate Office and 10 plus warehouses across India consisting of 5000 plus employees and close relation with global real estate team. Negotiation of long-term lease contracts with GE Aviation for biggest R & D center in India worth of USD 75 Million and managing all the lease agreements for all the LCTs and warehouses. Supporting Education and skilling business for employability skilling along with various state governments such UPSDM, KSDC, etc.
Consolidation of restating of Joint Venture Agreements including Governance Clauses and Non-Debt/Equity investment advisory worth of INR 800 crores (USD 100 million) from Wipro funding on NPI & Manufacturing transfer agreements and managing all Corp Secretarial documents and Board/Shareholder approval.
Amendment of Constitutional documents such as MOA & AOA of the Company alignment with revised JV Agreement ad Companies Act 2013.
Buyback of shares to dividend out cash to shareholders and distributed cash over USD 250 Million.
Managed GE Healthcare Spin off transaction from erstwhile GE by way of Share Transfer and employee transfer and other matters in 2022-23 worth of USD 40 billion.
Implementation and digitalization of ONIT POA & Treasury tool & Signature process through Spotdraft, Implementation of various policies such as Enterprise Risk Policy, CSR Policy, Audit Committee Charter, POA Policy, Signature & Seal Policies and RPT Policies statutory polices as per Indian Company Law requirements.
Implementation of Document Retention Policy and framework and listing out various documents across all the departments to be maintained by the company with identified Owners across Wipro GEHC entities.
Setting up of New PLI Entity and legal advisory for setting up of WGE MDM Factory and incentive claim, loan evaluation and increase of authorized capital and issue of shares for this entity & Investment in Compulsory Convertible Preference Shares in Genwork USD 3 million.
Part of global Entity Governance Team and implement global project such as Entity Ops streamline, Single folder structure and implementation various governance policies.
Part of the team for internal investigation of skilling business by a law firm and providing all the documents and responding back to the various skilling authorities on various show cause notices and smooth closure of business and report back to the Audit Committee and Board on the investigation and corrective action plans.
Resolved various FEMA legacy matters of previous years by way of compounding applications to RBI & FEMA authorities and getting the same regularized for Wipro GEHC and subsidiaries.
Investments in Solar Power with Clean Max , solar power supplier for our manufacturing units, by way of equity investments, share purchase agreements as per the solar powers regulations and reporting the downstream investments to RBI & MCA authority.

Sr. Manager - Company Secretary

NMC BR Life Group of Hospitals

10.2019 - 02.2020

Carrying out pre bidding the Legal de-diligence for a corporate chain of hospital India and finalization of Share Purchase Agreement and preparation of Legal Due-diligence report and helping the management with the valuation.
Application to NCLT for Dissolution of Directors liabilities appointed at the time of implementation of Resolution Plan. Issuance of Charge sheet and Suspension Order for trade union employees for major misconduct carried out at one of the hospital unit.
Filing of ECB Returns and issue of shares under FDI & Agreements and MOU’s.

Company Secretary and Senior Manager Legal

Columbia Asia Group of Hospital

04.2016 - 07.2019

Managing the Joint Venture Board of Columbia Asia with Mitsui and Gandhi Family, Preparation of Agenda for the Board Meeting, Audit Committee/Trust Meetings, Notice of General Meetings, Convening of Board Meetings & Committee Meetings through Video Conference, General Meeting and drafting the Minutes of the Meetings and handling the secretarial matters and corporate law compliances.
Working as an in-charge of the Secretarial function for managing the compliances as a Company Secretary and spearheading the secretarial works of Columbia Asia and its Subsidiaries/Associates in India & Kenya entities such as:
Preparing & filing Forms/ Annual Return, Annual Report, maintaining statutory registers/records and minutes
Heading the Compliance Management with Statutory / Regulatory Authorities, Reserve Bank of India, Depositories, Regional Directors and RoC and other Government Authorities as per the requirements of Companies Act 2013, FEMA Secretarial Standards and Local Laws
Handled foreign investments of over INR 1000 crores in the healthcare sector, coordinating with investors from Mauritius, Singapore, and the US to meet regulatory requirements from RBI, ROC, and other authorities.
Led the merger of a subsidiary into Columbia Asia using the Fast Track Scheme, including shifting the registered office from Kolkata to Bangalore. Managed shareholder and creditor meetings and obtained approvals from various government bodies.
Supported the sale of the Ahmedabad hospital unit worth of INR 80 crores to Zydus Group. Managed due diligence, asset purchase agreements, license closures, and ensured smooth handover of operations.
Defended the company in an oppression and mismanagement case before the National Company Law Tribunal. Successfully settled the matter through share transfer agreements and coordinated the transfer of shares from Indian to foreign shareholders.
Represented the company in an arbitration case at the Delhi Arbitration Centre against a doctor involving over INR 25 crores. Worked closely with legal counsel to prepare and submit all necessary documents and secured a favorable award.
Led the setup of a clinic in Nairobi, managing secretarial and legal compliance. Organized board meetings and ensured corporate law compliance for subsidiaries in Mauritius, Singapore, Kenya, and the Cayman Islands.
Part of Share Purchase Agreements and Loan transactions worth INR 25 crores with one of the promoters of Navketan Nursing Home Pvt Ltd (WOS of Columbia Asia) execution of SPA’s, Loan and Indemnity agreements etc.
Part of the core team for securing and refinancing of INR 500 consortium loan, coordinating with banks, legal advisors, and trustees to execute facility agreements and create asset pledges.
Closed non-operational companies under Section 248 of the Companies Act, filed compounding applications with RBI, applied for foreign director DINs, and updated company charters and capital structures.
Managed statutory compliance across 12+ hospitals in India, ensuring timely and accurate adherence to legal and regulatory requirements.
Preparation and implementations of various policies for Indian Companies such as CSR Policy, WB Policy, Risk Management Policies, Governance Guidelines, Contract Management Policy, Authority Matrix, Related Party Transitions Guidelines, ABC Policies as per FCPA compliances in consultation with Group Policies and requirement of various statutes. Implementation and training programs to employees conducted across in all the hospital units.

Manager–Company Secretary

Britania Industries Limited

04.2013 - 03.2016

As part of Corporate Secretarial team, including preparation of agendas, notices, and minutes for Board, Committee, and Annual General Meetings, and ensured adherence to corporate governance requirements for Britania Industries Limited and its subsidiaries and conducting Board/Committee and General Meetings thereof.
Compliances of Listing Agreement Equity & Debt, SAST and Insider Trading Regulations and Reporting and filings of various forms/returns and disclosures and Secretarial Audit Reports with ROCs, Stock Exchanges and RBI on quarterly and half yearly and annual basis. Disclosure of quarterly/annual financial results in news paper and websites and dispatch of Annual Reports to more than 45k shareholders.
Provided legal and secretarial advisory to senior management and cross-functional teams, proactively updating them on relevant legislative changes, regulatory developments, and judicial decisions.
Managed secretarial functions for approximately 20 subsidiaries and associate companies India and overseas such as Mauritius, Dubai, and Oman., including filing statutory forms, maintaining registers and records, and ensuring compliance with the Companies Act, SEBI regulations, FEMA,ODI and other applicable laws.
Led the Annual General Meeting (AGM) process of listed company over 45k shareholders, including drafting notices, directors’ reports, corporate governance reports, facilitating e-voting, coordinating with banks, registrar of agents, NSE/BSE and RBI for dividend distribution, and preparing all statutory documentation.
Drafted and implemented corporate policies and charters under the Companies Act, 2013 and SEBI’s LODR Regulations, ensuring compliance with listing obligations, insider trading norms, and takeover regulations.
Conducted Board evaluation processes and reviewed share-related documentation such as physical transfers, transmissions, duplicate certificates, and dematerialization. Convened stakeholder committee meetings for necessary approvals.
Implemented a Compliance Management System for Britania and its Indian subsidiaries, coordinating with internal teams and external consultants (E&Y) for mapping responsibilities and operational rollout.
Managed the demerger process of Britania Industries Limited and its wholly owned subsidiary, Daily Bread Gourmet (India) Pvt. Ltd., including drafting the Scheme of Arrangement, filing with SEBI and stock exchanges, and obtaining approvals from High Courts and regulatory authorities.
Handled ESOP scheme issuance and listing on BSE and NSE, including coordination with depositories and exchanges for regulatory compliance.
Managed a high-profile securities fraud matter involving the Registrar and Transfer Agent (RTA), representing the company before regulatory authorities.

Secretarial & Legal Officer

Advanta India Limited

02.2012 - 03.2013

Compliances of Listing Agreement Equity & Debt, SAST and Insider Trading Regulations.
Preparation of Agenda and Minutes of Board Meetings/General Meetings/Committees of Advanta India Limited and its Subsidiaries.
Issue and Listing of ESOPS with the Depositories and Exchanges as and when we receive the exercise forms from the employees. Well versed with the ESOP plans and other compliances.
The company has issued FCCB’s, which are listed in the Singapore exchanges. Well versed with the post issue compliances like filling ECB-2, quarterly interest payments etc.
Prepared Annual Report of Advanta and handled entire process Annual General Meeting. (AGM).
Scheme of Merger of Advanta India Limited with its Wholly Owned Subsidiary -carried out activities like drafting Scheme of Arrangements and filling Applications with Stock Exchange for in principle approvals and Filling of Petition with High Court and getting the approval for the same.
Involved in the various FEMA related compliances in the company like Preparation and filing of FCGPR, FCTRS, Filling of ODI form for issuing Corporate Guarantees & loans to overseas WOS Filling APR’s and Asset and Liability Statements with RBI, Various correspondence with Enforcement Directorate (ED), Hyderabad.
Involved in filling Form 25A with MCA, New Delhi for paying of Excess Remuneration to the Managing Directors of the Company in case of inadequate profits.

Intern & Associate

P.S.Rao & Associate, Practicing Corporate Secretarial Firm

09.2009 - 01.2012

Incorporation and strike off and winding up of companies, LLP etc.
Conducting Secretarial Audits for various client companies.
Preparation of annual return, board resolution, notice agenda etc.
Conversion of Pvt Ltd company to Public, increase of authorized capital, issues of equity shares, debentures etc.
Interpreted contract provisions, laws, rules & regulations, identifying & mitigating legal risks.
Preparation of Offer Document for the purpose of an IPO of Aditya Agro Allied Limited, Eluru, which was proposed to be Listed into BSE SME segment
Handled assignment of buyback of shares of Avantel Limited, a BSE Listed Company from 1st December 2011 to 1st February 2012, which was offered Buy Back of Shares from Open Market.

Education

Bachelor of Laws (LLB) -

Karnataka State Law University

Enterprise Risk Management

Institute of Risk Management UK

Pursuing IRM course

Post Graduation Diploma - Cyber law & Cyber Forensics

National Law School of India University

01.2022

Company Secretary / Governance Professional Degree - undefined

Institute of Company Secretaries of India

01.2011

Professional Body registered under Indian Parliament.

Bachelor of Commerce (B.Com) - undefined

CSI College of Commerce

01.2008

Skills

Corporate governance practices

Regulatory compliance management

Fundraising expertise

Enterprise risk management

Legal Strategies & Advisory

Policy development and execution

Corporate compliance management

Compliance Risk Analysis & Mitigation

Transactions Advisory/ Structuring

Contract Negotiation & Drafting

Merger & Acquisition/Joint Venture

Real Estate Transactions/Laws

CSR Legal Counsel

Land Acquisition/ Lease

Shareholder/JV Governance

Litigation/Arbitrations

Investigations Due Diligence

Legal Research & Analysis

External Counsel Relations

Stakeholder Relations & Engagement

Legal Process Improvement

Team Management

Crisis Management

Accomplishments

Facilitated due diligence, negotiation & execution of multiple commercial deals, including:
Fast Track Merger/De-merger of Britannia/Columbia Asia/Advanta India with its Wholly Owned Subsidiaries/Associates companies and Capital Reductions assignments.
100% Divestment/ asset sale of Columbia Asia Hospital Ahmedabad Unit INR 80 crores
Managed FDI investments healthcare sector over Rs.1000 crores.
Managed GE Healthcare Spin off from erstwhile GE by way of Share Transfer worth of INR 4000 crores.
Negotiation of long-term lease contracts with GE Aviation for biggest R & D center in India worth of INR 500 crores
Refinancing consortium loan transactions from various Pvt Banks worth of INR 500 crores.
Managing projects Wipro GEHC Board and delegated CSR Committee, Audit Committee being Company Secretary/KMP including track/status update on the action items arising out of Board and Committee meetings with Business Leaders/Functional Heads and various stakeholders.
Consolidation of restating of Joint Venture Agreements and charters and Non-Debt/Equity funding agreements advisory worth of USD 100 million from Wipro on NPI & Manufacturing transfer agreements.
Buyback of shares assignment for Listed and unlisted companies over INR 2400 crores.
Use of various tool in order to digitalization of various process such as Statutory Compliance tracking, POA issuance, Digital Signature mechanism and Implementation of Document Retention Policy across Wipro GEHC entities.
Part of Internal CSR Committee and CSR Legal Counsel advising and execution of CSR projects for Wipro GEHC Entities.
Implementation of Enterprise Risk Assessment process and framing of ERA policies for Wipro GEHC entities across India & South Asia.
Defending Oppression & Mismanagement Case of Shareholders in NCLT & Defending Arbitration case before Delhi Arbitration Centre and getting favorable orders
Implementation of various polices such as Enterprise Risk Policy, CSR Policy, Audit Committee Charter, POA Policy, Signature & Seal Policies and RPT Policies statutory polices as per Indian Company Law requirements.

Awards

Awarded CEO Circle award for the Year 2024 for successful closure of Lease agreements with GE Aerospace for JFWTC R & D center, completion of Buyback of shares and distribution of Dividend to shareholders over USD 65 Million and implementation of ERA process., GEHC Healthcare Impact Award for H2 2020-21 and various Impact award for PLI entity set up recognition, CSR project executions., Best actor award from NSD workshop (National school of drama, Delhi). Was elected as a Cultural Secretary during graduation, for the year 2007-08., Member of Souvenir Committee for 13th all India Students Conference of Company Secretaries. Taking sessions and conducting workshops at the ICSI Bangalore Chapter, Recognition from CEO & CFO of Columbia Asia for successful closure of Shareholders Litigation matter, favorable Order for an Arbitration Matter and sale of hospital unit in Ahmedabad.

Timeline

Company Secretary & Senior Legal Counsel - Wipro GE Healthcare Pvt Ltd

02.2020 - Current

Sr. Manager - Company Secretary - NMC BR Life Group of Hospitals

10.2019 - 02.2020

Company Secretary and Senior Manager Legal - Columbia Asia Group of Hospital

04.2016 - 07.2019

Manager–Company Secretary - Britania Industries Limited

04.2013 - 03.2016

Secretarial & Legal Officer - Advanta India Limited

02.2012 - 03.2013

Intern & Associate - P.S.Rao & Associate, Practicing Corporate Secretarial Firm

09.2009 - 01.2012

Institute of Risk Management UK - , Enterprise Risk Management

National Law School of India University - Post Graduation Diploma, Cyber law & Cyber Forensics

Institute of Company Secretaries of India - Company Secretary / Governance Professional Degree,

CSI College of Commerce - Bachelor of Commerce (B.Com),

Karnataka State Law University - Bachelor of Laws (LLB),