# Company Secretary interview questions and answers Source: https://digitalcvmaker.com/interview-questions/company-secretaries Last updated: 2026-09-30 Company secretary interviews focus on Companies Act compliance, board and general meeting procedure, ROC filings on the MCA portal, and for listed companies, SEBI rules. Interviewers also test how you handle directors, deadlines and mistakes. This page has 20 real questions with what each one checks, a sample answer and likely follow-ups. Use the answers as a model and swap in your own companies, forms and numbers. Most CS roles have an HR screen, a technical round with the head of secretarial or legal, and a final round with the CFO or a director; listed companies may add a written test on SEBI regulations. ## Role and technical questions ### 1. How do you prepare for and conduct a board meeting under the Companies Act? Round: Role · Level: All levels **What they’re checking:** Whether you know the procedure end to end, including notice, agenda, quorum and minutes, and follow Secretarial Standard SS-1 in practice. **Sample answer:** > 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. **Likely follow-ups:** - When can a board meeting be called at shorter notice? - Which matters cannot be passed by circular resolution? ### 2. What is the difference between an ordinary and a special resolution? Give examples of each. Round: Role · Level: Fresher **What they’re checking:** Basic knowledge of voting requirements and whether you can map common corporate actions to the correct type of resolution. **Sample answer:** > 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. **Likely follow-ups:** - Which board resolutions need MGT-14 filing? - What is a resolution requiring special notice? ### 3. Walk me through the annual ROC filings for a private limited company. Round: Role · Level: Fresher **What they’re checking:** Whether you know the annual compliance calendar and the key forms, and understand how they link to the AGM date. **Sample answer:** > 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. **Likely follow-ups:** - What happens if the AGM is not held on time? - Who signs and certifies AOC-4? ### 4. How do you handle approval of a related party transaction under Section 188? Round: Role · Level: Experienced **What they’re checking:** Depth on related party compliance: identifying related parties, arm’s length testing, approvals at the right level and disclosure. **Sample answer:** > 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. **Likely follow-ups:** - How does SEBI LODR treat material related party transactions differently? - What is omnibus approval? ### 5. What are Secretarial Standards SS-1 and SS-2, and are they mandatory? Round: Role · Level: Fresher **What they’re checking:** Awareness that ICSI’s secretarial standards have legal force under Section 118 and knowledge of their practical requirements. **Sample answer:** > 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. **Likely follow-ups:** - What does SS-1 say about the agenda for any other business? - Where must a company state that it has complied with secretarial standards? ### 6. What does a secretarial audit cover, and which companies need one? Round: Role · Level: Experienced **What they’re checking:** Whether you understand the scope of Section 204 audits and can prepare the company for one or conduct one yourself. **Sample answer:** > 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. **Likely follow-ups:** - How do you respond to a qualification in the secretarial audit report? - What is an annual secretarial compliance report for listed companies? ### 7. How do you manage insider trading compliance under the SEBI PIT Regulations? Round: Role · Level: Experienced **What they’re checking:** Practical listed-company experience with designated persons, trading window closures, pre-clearance of trades and the structured digital database of UPSI recipients. **Sample answer:** > 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. **Likely follow-ups:** - What counts as UPSI? - How do you handle a trade done during a closed window? ### 8. A company has missed an ROC filing deadline. How do you fix it? Round: Role · Level: All levels **What they’re checking:** Problem-solving on non-compliance, including additional fees, penalties and adjudication, and whether you take corrective action rather than hiding it. **Sample answer:** > 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. **Likely follow-ups:** - What is the difference between compounding and adjudication? - Can additional fees be waived? ### 9. What are the steps to issue shares on a private placement basis? Round: Role · Level: Experienced **What they’re checking:** Whether you can run a private placement under Sections 42 and 62 without errors in approvals, money handling and filings. **Sample answer:** > 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. **Likely follow-ups:** - What happens if money is not refunded on time? - How does a rights issue differ from a private placement? ### 10. When is a director disqualified under Section 164, and what can the company do? Round: Role · Level: All levels **What they’re checking:** Understanding of director disqualification, its effects on the company, and the practical steps a CS takes to protect board validity. **Sample answer:** > 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. **Likely follow-ups:** - What is the difference between disqualification and vacation of office under Section 167? - Does DIR-3 KYC non-filing disqualify a director? ### 11. How do you maintain statutory registers and write minutes that will hold up later? Round: Role · Level: All levels **What they’re checking:** Attention to detail in record-keeping and whether your minutes record decisions clearly enough to survive scrutiny by auditors, regulators or courts. **Sample answer:** > 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. **Likely follow-ups:** - Where must registers be kept, and who can inspect them? - Can minutes be altered after signing? ## Behavioural questions ### 12. Tell me about a time a director wanted to skip a required procedure. Round: Behavioural · Level: Experienced **What they’re checking:** Your independence and courage as the compliance officer, and whether you can say no to senior people in a respectful, practical way. **Sample answer:** > 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. **Likely follow-ups:** - What would you do if the director insisted anyway? - How do you document your advice in such cases? ### 13. Describe a time you had several compliance deadlines falling in the same week. Round: Behavioural · Level: All levels **What they’re checking:** Planning and prioritisation skills, since secretarial work runs on hard legal deadlines with penalties for delay. **Sample answer:** > 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. **Likely follow-ups:** - What tools do you use to track deadlines? - What would you drop if you could not do everything? ### 14. During your training, did you ever find an error in a filing or document? What did you do? Round: Behavioural · Level: Fresher **What they’re checking:** Care, honesty and initiative during training, and whether you raise issues with your seniors rather than letting them pass. **Sample answer:** > 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. **Likely follow-ups:** - What else would you check before filing an annual return? - What did your training teach you about client communication? ### 15. Tell me about explaining a compliance requirement to a founder who saw it as paperwork. Round: Behavioural · Level: All levels **What they’re checking:** Whether you can make compliance meaningful to founders and business people, linking it to their own risks, and get cooperation without lecturing. **Sample answer:** > 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. **Likely follow-ups:** - How do you keep founders engaged with compliance calendars? - What other risks do startups commonly miss? ### 16. Describe a time an MCA filing was rejected or marked for resubmission. Round: Behavioural · Level: All levels **What they’re checking:** Your response to setbacks with regulators: reading the objection carefully, correcting properly and meeting the resubmission deadline. **Sample answer:** > 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. **Likely follow-ups:** - What happens if you miss the resubmission window? - How do you check a form before uploading it? ### 17. Tell me about a time you disagreed with a senior’s interpretation of a provision. Round: Behavioural · Level: All levels **What they’re checking:** Whether you research carefully and disagree professionally, using the text of the law and rules rather than opinion. **Sample answer:** > 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. **Likely follow-ups:** - What if the senior had still disagreed? - Which other exemptions do private companies get under the Act? ## HR round questions ### 18. Why do you want to work as an in-house company secretary rather than in practice? Round: HR · Level: All levels **What they’re checking:** Motivation and understanding of the in-house role, including being a key managerial person and working closely with the board. **Sample answer:** > 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. **Likely follow-ups:** - What will you miss about practice? - How would you build a relationship with the board chair? ### 19. What CTC are you expecting for your first role after qualifying as a CS? Round: HR · Level: Fresher **What they’re checking:** Whether you have realistic expectations and can explain your number calmly using the role and your training rather than guesswork. **Sample answer:** > 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. **Likely follow-ups:** - Would you accept a trainee or assistant CS title for the first year? - How soon can you join? ### 20. This role is based at our head office in another city. Are you open to relocating? Round: HR · Level: Experienced **What they’re checking:** Your commitment and practical readiness to move, since the CS must be available for board meetings, inspections and registered office matters. **Sample answer:** > 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. **Likely follow-ups:** - Would you need relocation support? - Are there any constraints we should know about? ## How to prepare for a company secretary interview - Make a one-page list of common MCA forms, what each is for and its due date, and revise it before every interview. - Prepare two stories from training or work where you caught a compliance gap, with the form number, what was wrong and how it was fixed. - For listed-company roles, revise SEBI LODR disclosures, the PIT Regulations and related party rules, because the technical round often focuses there. - Read the company’s annual report, especially the board’s report, corporate governance report and secretarial audit report, and note anything unusual. - Be ready to draft a short board resolution or notice by hand, since some interviews include a quick written test. ## Questions about company secretary interviews ### What questions are asked in a company secretary interview? Expect questions on board and general meetings, types of resolutions, annual ROC filings, related party transactions, director appointments and disqualification, share allotment, secretarial standards and, for listed companies, SEBI LODR and insider trading rules. Behavioural questions usually cover deadlines, handling senior directors and fixing filing mistakes. ### How should a CS fresher prepare for an interview? Revise the Companies Act sections you used in training, the common MCA forms and their timelines, and SS-1 and SS-2. Prepare examples of work you did personally during training. Practise drafting a simple board resolution and minutes. Read the company’s filings on the MCA portal or its annual report so you can speak about its structure. ### Is a written test part of company secretary hiring? Sometimes. Listed companies and larger groups often give a short written test with drafting tasks, such as a board resolution, a notice for a general meeting or a disclosure to the stock exchange, plus a few questions on compliance timelines. Smaller companies usually rely on the technical interview alone. ## Sources - [Ministry of Corporate Affairs](https://www.mca.gov.in/) — Government of India - [The Institute of Company Secretaries of India](https://www.icsi.edu/) — ICSI - [Securities and Exchange Board of India](https://www.sebi.gov.in/) — SEBI