Buyback regulations — modes, conditions and timelines
Via tender offer or open market. Max 25% of paid-up capital + free reserves; debt-equity ≤ 2:1 post buy-back; cooling period of 1 year between buy-backs.
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CS
Company Secretary interview questions
96 questions available.
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Audit Committee composition and powers under LODR Regulation 18
Min 3 directors; 2/3 independent; chairperson independent; financially literate; reviews FS, related-party transactions, internal audit, whistleblower mechanism.
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Difference between IPO, FPO, Rights Issue and Preferential Allotment
IPO: first public issue. FPO: subsequent public issue. Rights: pro-rata to existing shareholders. Preferential: selective issue to identified investors.
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Open offer thresholds under SEBI (SAST) Regulations, 2011
Triggered on acquisition of 25% or more voting rights, or any acquisition > 5% in a financial year by an existing holder of 25%-75%. Open offer for minimum 26%.
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Secretarial compliance for listed companies — annual reporting matrix
Listed entities must file Annual Secretarial Compliance Report (Reg 24A) signed by a PCS, alongside MR-3, within 60 days of year-end. Covers all SEBI regulations applicable.
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What is insider trading under SEBI (PIT) Regulations, 2015?
Trading by insiders on the basis of unpublished price-sensitive information (UPSI) is prohibited. Insiders include connected persons and those in possession of UPSI.
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Disclosure obligations of a listed entity under LODR Regulation 30
Disclose material events/information to stock exchanges as soon as reasonably possible but not later than 30 minutes (Para A) or 24 hours / Schedule III timelines.
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Doctrines of Ultra Vires, Indoor Management and Constructive Notice
Ultra vires: acts beyond MoA are void. Constructive notice: outsiders presumed to know MoA/AoA. Indoor management (Turquand): outsiders need not verify internal proceedings.
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What are the consequences of non-filing of annual returns (MGT-7) and financial statements (AOC-4)?
Additional fees, prosecution of directors under §92(5)/§137(3), disqualification of directors under §164(2), and possible strike-off by ROC.
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What is the difference between a Private Company and a Public Company?
Private: ≥2 members, capped at 200, restricts transfer of shares, prohibits public issue. Public: ≥7 members, no upper cap, freely transferable shares.
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Issue of bonus shares — conditions under Section 63
Authorised by articles, recommended by board, approved in general meeting, sourced from free reserves/securities premium/CRR; no default in payment of statutory dues or deposit.
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Related Party Transactions under Section 188 — approval thresholds
Board approval for all RPTs; ordinary resolution where transactions exceed prescribed thresholds; arm's-length and ordinary course transactions exempt from §188.
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Procedure for conducting a Board Meeting under SS-1
Issue 7-day notice with agenda, ensure quorum (1/3 or 2, whichever higher), record minutes within 30 days, file resolutions in MGT-14 where required.
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Difference between Memorandum of Association and Articles of Association
MoA is the charter defining scope, objects and powers; AoA is the rulebook governing internal management. MoA prevails on conflict.
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Duties of directors under Section 166 of the Companies Act, 2013
Act in good faith, exercise independent judgment, exercise due care, avoid conflicts of interest and undue gain, and act to promote company objects.
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Incorporation of a public limited company under the Companies Act, 2013
Apply on SPICe+ Part A for name reservation, then file SPICe+ Part B with eMoA/eAoA, AGILE-PRO, INC-9 and DSCs of subscribers and first directors.
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