Event-based filings under the Companies Act
Filings triggered by specific events: PAS-3 (allotment), MGT-14 (resolutions), DIR-12 (director changes), CHG-1 (charges), SH-7 (capital changes), INC-22 (RO change).
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CS
Company Secretary interview questions
96 questions available.
Difficulty
Penalty regime for non-compliance — Companies Act perspective
Section-specific quantum + officer-in-default liability + adjudication under §454 + condonation routes (Regional Director, NCLT) for delays beyond timeline.
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Difference between Merger, Demerger and Slump Sale
Merger combines two entities into one. Demerger spins off an undertaking. Slump sale transfers an undertaking for lump-sum consideration without itemised valuation.
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Postal ballot — when is it mandatory and what is the procedure?
Used for transacting business not requiring a physical meeting (Rule 22). Companies dispatch notice with ballot, allow 30 days for voting, scrutiniser certifies results.
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What is the secretarial audit requirement under Section 204 for listed entities?
Every listed company + prescribed unlisted (paid-up ≥ ₹50 cr or turnover ≥ ₹250 cr or borrowings ≥ ₹100 cr) must annex a Secretarial Audit Report in Form MR-3 from a PCS to the Board's Report.
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What are the SEBI LODR compliance requirements for a company secretary?
Quarterly disclosures (Reg. 13/27/30), annual disclosures (Reg. 34/36), event-based intimations (Reg. 30) and structured digital database (Reg. 3) of UPSI — CS is Compliance Officer under Reg. 6.
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Board's Report — mandatory contents under Section 134(3)
Discloses extract of annual return, declarations, RPTs, loans/investments, conservation of energy, CSR, ID declarations, internal-financial-controls and material changes.
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IP due diligence in M&A — focus areas and red flags
Audit registrations, assignments, licences, employee inventions, litigation and open-source compliance. Red flags: unrecorded assignments, lapsed renewals, infringement notices.
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Section 29A — disqualifications for resolution applicants
Bars wilful defaulters, NPA promoters (1 year+), undischarged insolvents, disqualified directors and related parties from submitting resolution plans.
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DPDP Act, 2023 — implications for corporate compliance
Digital Personal Data Protection Act regulates processing of personal data. Requires consent, purpose limitation, breach notification, DPO for significant data fiduciaries.
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Statutory registers and records to be maintained by every company
Register of Members (MGT-1), Directors (MBP-2), Charges (CHG-7), Loans and Investments (MBP-2), Contracts (MBP-4), Beneficial Owners (BEN-3), Renewable / Deposits register etc.
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Building a Compliance Management Framework in an organisation
Map applicable laws → assign owners → calendar → dashboard with status tracking → escalation → board oversight. Automated tools (Compliance.ai, Riskpro) help.
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Compliance certificate from Practicing CS for unlisted public companies
Mandatory for unlisted public companies with paid-up capital ≥ ₹10 cr or turnover ≥ ₹50 cr. Issued in Form MGT-8 annexed to MGT-7.
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MCA21 V3 portal — key features for filings
Upgraded portal with persistent forms, dashboard, e-adjudication and direct payment. Web-based forms replace eForms; supports AOC-4, MGT-7, MGT-14 in V3 first.
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Significant Beneficial Owner (SBO) — Section 90 framework
Individual holding ≥ 10% beneficial interest in shares / voting / distributions, or exercising significant influence. Declared in BEN-1; company files BEN-2 with ROC.
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Annual ROC filings calendar for Indian companies
AGM by 30 Sept; AOC-4 within 30 days of AGM; MGT-7 within 60 days of AGM; DIR-3 KYC by 30 Sept; CSR-2 by 31 March; FLA to RBI by 15 July.
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Holding-Subsidiary structure — restrictions and disclosures
Cannot have layers > 2 of subsidiaries (with exceptions). Subsidiary cannot hold shares in holding company. Mandatory consolidation; intra-group transactions disclosed.
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Cross-border merger under FEMA Cross Border Merger Regulations, 2018
Enables Indian-foreign company mergers (inbound and outbound). Inbound: foreign assets get 2-year compliance window. Outbound: resident shareholders via LRS / ODI.
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Conversion of debt to equity — regulatory framework
Banks convert debt to equity under SDR, S4A or strategic restructuring; FEMA permits FCCB / ECB conversion. Listed entities follow ICDR pricing norms.
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Compromise with creditors outside IBC
Pre-pack restructuring under §230-232 compromise scheme; preserves management; cheaper / faster than NCLT-supervised CIRP for stressed assets.
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