Company Secretary interview questions and answers

I start with the calendar and check that the gap between two board meetings will not exceed 120 days. I send the notice at least seven days ahead to every director, with the agenda and notes, and circulate draft financials or resolutions early enough to read. For video conferencing, I check the setup and record attendance properly. On the day, I confirm quorum, which is one-third of total strength or two directors, whichever is higher, and note interested directors for each item. I record decisions as they happen, circulate draft minutes within 15 days, and get them signed within 30 days of the meeting.

An ordinary resolution passes when votes cast in favour are more than votes cast against. A special resolution needs votes in favour to be at least three times the votes against, and the notice must say it is proposed as a special resolution. Ordinary resolutions cover routine items such as adopting accounts, appointing an auditor at the AGM and declaring dividend. Special resolutions are needed for altering the articles, changing the company name, shifting the registered office from one state to another, and borrowing beyond the limits in Section 180. Most special resolutions also need filing in form MGT-14 with the ROC within 30 days.

After the board approves the accounts and the AGM is held, the company files AOC-4 with the financial statements within 30 days of the AGM, and the annual return in MGT-7 or MGT-7A for small companies within 60 days of the AGM. If an auditor is appointed or reappointed, ADT-1 is filed within 15 days of the meeting. Each director completes DIR-3 KYC by the due date. The company also files MSME-1 if it owes money to micro or small enterprises beyond the allowed period, and DPT-3 for deposits and outstanding loans. During my training, I kept a tracker of these forms for 30 companies.

First I keep an updated list of related parties from director disclosures in MBP-1 and DIR-8 and the shareholding pattern. For each proposed contract, I check with finance whether it is in the ordinary course of business and at arm’s length, with a pricing basis on file. If both are true, Section 188 approval is not needed, but for a listed company the audit committee must still approve it. If not, the board approves it with interested directors abstaining, and if the value crosses the prescribed limits, shareholders approve by ordinary resolution where related parties do not vote. I disclose material contracts in AOC-2 in the board’s report.

SS-1 covers meetings of the board of directors and SS-2 covers general meetings. They are issued by ICSI and approved by the central government, and Section 118 requires companies to observe them, so yes, they are mandatory, except for one-person companies in some respects. SS-1 sets out notice, agenda, quorum, attendance registers, minutes and how circular resolutions work. SS-2 covers notice of general meetings, proxies, voting, e-voting, chairman’s role and minutes of the AGM. In practice they add detail the Act leaves open, like circulating draft minutes to directors within 15 days and keeping an attendance register.

Under Section 204, every listed company and certain large public companies above prescribed paid-up capital, turnover or borrowing limits must get a secretarial audit by a practising company secretary. The report is in form MR-3 and is attached to the board’s report. It covers compliance with the Companies Act, SEBI regulations for listed entities, the Depositories Act, FEMA for foreign investment, and other laws specific to the industry. When I prepared my company for its audit, I built a compliance folder with every notice, minutes, register and filing receipt for the year, and resolved two old gaps, a late MGT-14 and a missing register entry, before the auditor started.

As compliance officer support, I maintain the list of designated persons and their immediate relatives and keep the structured digital database of everyone who receives unpublished price sensitive information, with the date and purpose. I close the trading window from the end of each quarter until 48 hours after results are announced, and send reminders a few days in advance. Designated persons need pre-clearance for trades above the threshold in our code, and I check that they complete trades within the allowed period and do not do contra trades. I also collect disclosures when holdings change beyond limits and report violations to the stock exchange.

First I find out exactly what was missed and why, then file the form as soon as possible, because additional fees on the MCA portal keep increasing with each day of delay. If the delay also attracts a penalty under the Act, I check whether the company should apply for adjudication or compounding and prepare the application with the facts. I inform the board of the lapse and the cost. At a client company, the ADT-1 had not been filed for two years. We filed both years with additional fees, recorded the reason in the board minutes, and I added the form to our compliance calendar with a reminder 10 days before each due date.

The board approves the proposal and calls a general meeting. Shareholders pass a special resolution, which is filed in MGT-14, and a valuation report is obtained where required. Then the offer letter in PAS-4 goes only to identified persons, within the limit on the number of offerees. Application money must come through banking channels into a separate bank account and cannot be used until allotment. Shares must be allotted within 60 days of receiving the money, or it must be refunded. After the board allots the shares, I file the return of allotment in PAS-3, update the register of members and issue share certificates or credit shares in demat form.

Section 164(1) covers personal grounds, such as unsound mind, being an undischarged insolvent, conviction with certain imprisonment, or not having a DIN. Section 164(2) disqualifies a director of a company that has not filed financial statements or annual returns for three continuous financial years, or has failed to repay deposits or debentures. Such a director cannot be reappointed in that company or appointed in any other company for five years. For the company, I check that the board still has the minimum number of directors and quorum, appoint additional directors if needed, file DIR-12, and help clear the pending filings so the default does not continue.

I keep the registers required by the Act up to date, including the register of members in MGT-1, directors and KMP, charges, loans and investments in MBP-2, and contracts with related parties in MBP-4. I update them within days of the event, not at year end. For minutes, I write a fair summary of the discussion, the exact text of each resolution, who was present, who abstained as interested, and any dissent a director asks to record. I avoid personal remarks. Minutes pages are numbered serially and signed by the chairman, and I keep them in a bound book or a secure electronic form as allowed.

A managing director wanted to approve a large inter-corporate loan by circular resolution because the board was travelling. I explained that approving loans under Section 179 must be done at a board meeting, not by circulation, and that the loan would also need a special resolution because it exceeded the Section 186 limit. I offered a quick solution: a short board meeting by video conference two days later, and a postal ballot notice for shareholders prepared the same week. He agreed. The meeting took 25 minutes, the loan was approved properly, and the statutory auditor later checked the minutes and found no issue.

In the last week of the month after quarter end, I had quarterly LODR filings for our listed parent, DPT-3 for two subsidiaries and a board meeting notice due. I listed everything with its legal due date and the penalty for delay, then worked backwards. Stock exchange filings came first because they had the shortest window. I sent data requests to finance and the registrar and share transfer agent a week earlier, prepared draft forms in advance, and kept the board notice ready for sign-off on day one. Everything was filed at least a day early, and I now keep a rolling 90-day calendar shared with finance.

During my practical training at a practising CS firm, I was preparing an MGT-7 for a client and noticed that the shareholding in the draft did not match the register of members. A share transfer approved by the board three months earlier had not been updated. I did not change anything myself. I showed my senior the board minutes, the transfer deed and the register side by side. We confirmed with the client, updated the register, and then prepared the annual return with correct figures. My senior later asked me to run the same check on every annual return, so I made a short checklist the team started using.

The founder of a funded startup did not want to hold a formal board meeting to allot shares to new investors, saying the term sheet was signed and money was in the bank. I explained in business terms: if allotment is not done properly under Section 42, the investors’ shares could be challenged, the next funding round’s due diligence would flag it, and the money could have to be refunded with interest after 60 days. I gave him a one-page timeline showing it would take only one short meeting and two filings. He agreed, and in the next funding round the investor’s lawyers cleared our secretarial records without any queries.

A form for changing a company’s registered office within the same city was marked for resubmission because the ROC wanted a no-objection certificate from the property owner and a recent utility bill, which we had not attached. I read the remarks carefully, called the client that day and got the NOC signed and a fresh electricity bill. I also rechecked every other attachment against the rules so there would be no second objection. The form was resubmitted within the allowed time and approved. After that, I made an attachment checklist for each common form, which reduced our resubmissions in the firm noticeably.

My manager felt that every board resolution approving the financial statements had to be filed in MGT-14, including for our private company subsidiaries. I checked the exemption notification for private companies and found that they are exempt from filing board resolutions under Section 117(3)(g), though public companies are not. I wrote a short note quoting the notification and the section, listed which of our six subsidiaries were private and which were public, and showed the filing fee and effort we would save. He reviewed it, agreed, and we stopped filing for the private companies while continuing for the public ones. I kept the note in our compliance manual so the reason was on record.

In practice, I handled filings for many clients, but I usually came in after decisions were made. As an in-house CS, I can be part of the decisions and make sure they are done properly from the start. I am also interested in the governance side: board processes, investor relations and listing compliance, which you only get fully inside a company. Your company is preparing for a listing, and I have worked on LODR compliance for two listed clients, so I can help build the processes early. Being a key managerial person is a responsibility I want, and I think I am ready for it.

Based on what my batchmates have been offered and roles like this in Delhi, I am looking at a CTC between ₹6 and 7.5 lakh a year. I completed my practical training with a firm that handled around 40 companies, so I have filed most common ROC forms myself and assisted with board meetings and two AGMs. I also cleared the executive and professional levels without a break. I am flexible within the range if the role gives me direct exposure to board work and listing compliance, which matters more to me at this stage than a slightly higher number.

Yes. I have discussed it with my family, and we are open to moving to Pune. I understand why the CS needs to be at the head office: board meetings, the registered office records, the auditors and the stock exchange work all happen from there. My current notice period is 60 days, and I would use the last part of it to find a house and settle my children’s school. If it helps, I can visit for a few days before joining to meet the team and understand the compliance calendar, so I can start working properly from day one.