If you are going for an interview for the position of Company Secretary (CS) or Company Secretary Trainee then this article would definitely help you to get the job. Here, we will discuss about the top 10 (Ten) questions commonly asked in Company Secretary (CS) interviews.
A Company Secretary (CS) is an important part of any organization that not only deals with the corporate law but also ensures the Corporate Governance in the organization. Therefore, a CS must be aware of different legal and Corporate Governance provisions that need to fulfill his/her duties as a Company Secretary.
There are many common questions that usually asked in Company Secretary (CS) interviews or CS trainee interview. So, there are high chances that you will face those common CS interview questions. Therefore, anyone who is going for an interview must prepare those topics for sure.
So, let’s have a look on those top 10 questions that usually asked in CS interviews.
Top Ten (10) Questions asked in Company Secretary (CS) Interviews
Question 01. What are the Compliances of a Private Limited Company?
Answer: The Compliances of a Private Limited Company are as follows:
1. Disclosure of Interest by Directors (Form MBP-1): Every director shall disclose his interest in the First Board Meeting of every Financial Year in Form MBP-1.
2. Disclosure of Non–Disqualification by Director (Form DIR-8): Every Director shall file Form DIR-8 with the Company at the time of appointment, reappointment or at the first Board Meeting of every Financial Year.
3. MSME Return (Form MSME-1): A Company shall file Form MSME-1 in respect of pending dues of more than 45 days payable to MSME within 30 days from the end of half financial year.
4. Director KYC (Form DIR-3 KYC): Every Director shall file Form DIR-3 KYC on or before 30th September every year.
5. Return on Deposit (Form DPT-3): A Company shall File Form DPT-3 on or before 30th June every year.
6. Annual Filing Forms (Form AOC-4 & Form MGT-7): A Company shall file Form AOC-4 within 30 days of AGM and Form MGT-7/ Form MGT-7A within 60 days of AGM.
7. Certificate from PCS (Form MGT-8): Every Listed Company or any other Company having paid up capital Rs. 10 Crore or more or turnover Rs. 50 Crore or more shall receive Form MGT-8 from PCS and annex it to the Form MGT-7.
8. Significant Beneficial Ownership (Form BEN-2): A Company shall file Form BEN-2 within 30 days of receipt of Form BEN-1 from the SBO.
Question 02. What is the procedure for Private Placement?
Answer: The summarized process for Private Placement:
1. Convene a Board Meeting for the following purposes:
(A) To increase Authorized share capital, if required;
(B) To convene General Meeting for taking approval of shareholders;
(C) To approve the valuation report given by registered valuer.
2. Convene General Meeting for the following purposes:
(A) To increase Authorized share capital, if required;
(B) To approve issuance of shares by way of Special Resolution.
3. File form MGT-14 with the Registrar of Companies within 30 days of approval of shareholders along with the Copy of Special Resolution and Explanatory Statement.
4. Afterwards, Issue of offer letter to the prospective subscribers in Form PAS-4. Offer to subscribe securities under private placement shall not be made to persons more than two hundred in the aggregate in a financial year:
5. Meanwhile, receive the Application Money of preference shares through banking channels.
6. Allot the shares within 60 days from the date of receipt of application money.
7. File Form PAS-3 within 15 days of the allotment.
Question 03. What is the procedure for the Rights Issue?
Answer: The summarized process for the Rights Issue:
1. Convene a board meeting to approve the agenda of Rights Issue, Offer Letter, record date, ratio and other authorizations.
2. Sending of Letter of Offer to all the existing shareholders.
3. Offer period will start at least 03 days after the issue offer letter.
4. Offer period must be open for minimum 07 days and maximum for 30 days.
5. During the offer period, existing shareholders as on record date have option to subscribe or renunciate or reject the offer.
6. Receipt of share application money.
7. Convene a board meeting for the allotment of shares.
8. File Form PAS-3 within 30 days of allotment.
Question 04. What are the CSR compliances? What is CSR applicability and penalty for non-compliance?
Answer: CSR applicability: Every Listed Company Or any other Company during immediate F.Y. having:
Net Worth of Rs. 500 Crore or more OR
Turnover of Rs. 1000 Crore or more OR
Net Profit of Rs. 5 Crore or more,
Shall constitute CSR committee. However, if the CSR amount does not exceed Rs. 50 Lakhs then there is no requirement of CSR committee and such functions can be done by the Board of the Company.
CSR Committee Composition
CSR committee shall constitute three or more directors including at least one independent director. In case, Company does not required independent director then CSR committee shall constitute at least two or more directors.
Further, every Company fall under CSR provisions shall spend at least 2% of its average net profit of the Company during three immediate preceding years or average net profit since its incorporation, in case a Company has not completed 03 Financial Years.
Further, the Company shall disclose composition of CSR committee and contents of its CSR policy in the board report and on the website of the company and in case the company fails to spend amount on CSR activities, then also disclose the reason of such failure in the Board’s Report.
Furthermore, the company may set off the excess amount spent on CSR activities in succeeding financial years.
Unpaid CSR Amount
The Company shall transfer the unspent amount within 30 days from the end of F.Y. to the special account to be called as Unspent CSR A/c opened with any scheduled bank. Such amount shall be spent by the Company within 03 F.Ys. from the date of transfer. In case Company fails to spend such amount then Company shall transfer the amount to Fund specified in Sch. VII within 30 days of completion of 03 Financial Years.
Penalty for default in CSR Compliances
In case of default, the Company shall be liable to a penalty of twice the amount required to be transferred to Sch. VII Fund or Unspent CSR A/c, as the case may be OR One Crore Rupees, whichever is less. AND
Every officer in default shall be liable to a penalty of 1/10th of amount to be transferred OR Rs. 2 Lakh, whichever is less.
Question 05. How to appoint an auditor in case of casual vacancy?
Answer: Section 139(8): Appointment of Auditor in case of casual vacancy.
For Companies whose accounts are not subject to be audited by CAG.
In case, casual vacancy of auditor arises due to reason other than resignation of auditor:
Convene a Board Meeting and fill the vacancy of auditor within 30 days of vacancy arises. The auditor will hold office up to the date of next AGM.
In case, casual vacancy of auditor arises due to resignation of auditor:
Convene a Board Meeting and fill the vacancy of auditor within 30 days of resignation. Such appointment shall also be approved by the members in the General Meeting within 03 months of the recommendation of the Board. The auditor will hold office up to the date of next AGM.
In case of Company whose accounts subject to audit by CAG:
The casual vacancy shall be filled by CAG within 30 days. Provided if CAG does not fill the vacancy then the Board shall fill such vacancy within next 30 days.
The Company shall file Form ADT-1 within 15 days from the date of appointment of an auditor.
Question 06. What are quarterly, half-yearly and annual listed compliances?
Answer: Quarterly Compliances
|S. No.||Regulation||Compliance||Due Date from the end of the Quarter|
|1.||Reg. 13(3)||Statement of Investor Complaints||Within 21 Days|
|2.||Reg. 27(2)||Corporate Governance Report||Within 21 Days|
|3.||Reg. 31 (1)||Shareholding Pattern||Within 21 Days|
|4.||Reg. 33||Financial Results (Unaudited/Audited)||Within 45/60 Days|
|5.||Reg. 74(5) of DP Reg.||Compliance Certificate by RTA||Within 15 Days|
|6.||Reg. 76||Reconciliation of Share Capital Audit Report||Within 30 Days|
Half Yearly Compliance
|S. No.||Regulation||Compliance||Due Date|
|1.||Reg. 23(9)||Statement of Related Party Transaction||Within 15 Days from the publication of Results|
|S. No.||Regulation||Compliance||Due Date from the end of F.Y.|
|1.||Reg. 30 (of SEBI SAST)||Annual Disclosure of Shareholding||Omitted w.e.f. 01.04.2022|
|2.||Reg. 31(4) (of SEBI SAST)||Annual Disclosure of Encumbrance||Within 7 Working Days|
|3.||Reg. 7(3)||Certificate from RTA||Within 30 Days|
|4.||Reg. 40(9)||PCS certificate for Share Transfer||Within 30 Days|
|5.||Reg. 24A||Secretarial Compliance Report||Within 60 Days|
|6.||SEBI Circular||Annual Disclosure for issuing debt securities by Large Corporate Borrower||Within 45 Days|
Question 07. What are the various committees required as per SEBI (LODR). What are the compositions of those committees?
Answer: Composition of Board of Directors (REG. 17)
Total No. of Board shall comprise min. 50% shall be Non-Executive Director with at least One Woman Director. Top 1000 Listed Companies shall have one Independent Woman Director.
Where the Chairman of Board is Non-Executive Director then at least 1/3rd of the Board shall comprise of Independent Directors. In other case, at least ½ of the Board shall comprise of Independent Directors.
Top 2000 Listed Entities shall comprise minimum six directors.
Where the Listed Entity has outstanding SR Equity Shares, at least half of the Board shall comprise of Independent Directors.
No Listed Company shall appoint or continue the directorship of person as a Non-Executive Director who has attain the age of 75 years, unless the Special Resolution is passed.
No. of Meeting and Quorum of Board
The Board shall meet at least 04 times a year with a max. gap of 120 days within two meetings.
The quorum of top 2000 Listed Entities shall be 1/3rd of total strength or three directors, whichever is higher, including one Independent Director.
Sitting Fees and Remuneration for Non-Executive Directors
The Board shall recommend all fees or compensation paid to non-executive directors including Independent directors and shall require approval of shareholders in General Meeting. However, Shareholder’s approval not required for payment sitting fees to non-executive directors within the limits as per Companies Act, 2013.
Shareholder approval by SR is required if annual remuneration payable to single non-executive director exceeds the total annual remuneration payable to all non-executive directors.
Independent Directors shall not be entitled to any Stock Options.
Sitting Fees and Remuneration for Executive Directors
The fees or compensation payable to Executive Directors who are promoters, members of promoter group shall be subject to approval of Shareholders by SR in General Meeting if:
Annual Remuneration payable to such executive director exceed Rs. 5 Crore or 2.5% of net profits of the Listed Entity, whichever is higher OR
Where there is more than one such director, the aggregate Annual Remuneration payable exceeds 5% of the net profits.
Such Shareholder approval shall be valid till the expiry of the term of such director.
Max. No. of Directorships
A person shall not be a Director in more than 07 Listed Entities.
A person shall not serve as an Independent Director in more than 07 Listed Entities. Provided that any person serving as WTD or MD in any Listed Entity shall not serve as an Independent Director in more than 03 Listed Companies.
Composition of Audit Committee (REG. 18)
The Audit Committee shall have min. 03 members. 2/3rd of it shall be independent directors. In case of Listed Entity have outstanding SR equity shares, Audit Committee shall comprise of Independent Directors.
All members shall be financially literate and at least member shall have accounting and related financial management expertise.
The Chairperson shall be an Independent Director and shall be present at AGM to answer shareholders queries. CS shall act as Secretary to the Audit Committee.
Meeting and Quorum of Audit Committee
It shall meet at least 04 times and max. gap between the meeting shall not exceeds 120 days. Quorum shall be two members or 1/3rd of members, whichever is higher, with at least two Independent Directors.
Composition of Nomination and Remuneration Committee
It shall comprise at least 03 Directors. All the members shall be non-executive directors. At least 2/3rd of the Directors shall be independent directors. The Chairperson of such committee shall be an Independent Director.
The chairperson of listed entity whether executive or non-executive may be appointed as member of Nomination and Remuneration Committee and shall not be appointed as chairperson of such committee.
Quorum and No. of Meetings of Nomination and Remuneration Committee
The Quorum shall be at least 02 members or 1/3rd of members, whichever is higher, including at least one independent director. The committee shall meet at least once in a year.
Composition of Stakeholder Relationship Committee
The Chairperson shall be non-executive director. It shall comprise at least 03 directors with at least one independent director. In case of outstanding SR Equity Shares, 2/3rd of committee shall comprise as independent directors. The Chairperson shall be present at AGM.
The Committee shall meet at least once in a year.
Composition of Risk Management Committee
It shall have min. three members with majority of them being Board of Directors, including at least one independent director. In case of outstanding SR equity shares, at least 2/3rd of the committee shall be independent directors.
No. of Meeting and Quorum of Risk Management Committee
The Risk Management Committee shall meet twice in a year. The quorum shall be min two members or 1/3rd of the members, whichever is higher including at least one member of the Board.
The meeting shall be conducted on continuous basis that max. gap between two meeting does not exceeds 120 days.
Risk Management Committee provisions are applicable to top 1000 Listed Entities and high value debt listed entity.
Question 08. What are the disclosures as per SEBI (PIT) Regulations and SEBI Takeover Code?
Answer: SEBI (PIT) Regulations Disclosures
Reg. 7(2)(a): Every promoter, employee and director of every Company shall disclose to the Company, the no. of securities acquire or sell, if the aggregate traded value exceeds of Rs. 10 Lacs in one F.Y. within two trading days.
Reg. 7(2)(b): Every company shall notify the particulars of such trading to the Stock Exchange within two trading days of receipt of the disclosure.
SEBI (SAST) Regulations Disclosures
Reg. 29(1): Acquirer with PAC acquires shares or voting rights aggregate 5% or more of shares of Target Company shall disclose their voting rights and shareholding within 02 Working days of acquisition to Target Company and Stock Exchange.
Reg. 29(2): Any person with PAC holds 5% or more shares or voting rights in Target Company and their shareholding changed more than 2% of total shareholding or voting rights in the Target Company from their last disclosure under Reg. 29(1) to Target Company and Stock Exchange.
*For the purpose of above regulation, shares taken by way of encumbrance shall be treated as acquisition and shares given upon release of encumbrance shall be treated as disposal and disclosure shall be made by such person accordingly. Such provision shall not apply to Scheduled Commercial Bank and PFI.
Reg. 30: Omitted w.e.f. 01.04.2022
Reg. 31(1): The Promoter of Target Company shall disclose the details of shares encumbered by him with PAC within 07 Working Days to Stock Exchange and Target Company.
Reg. 31(2): The Promoter shall disclose the release of encumbered shares within 07 Working Days to Stock Exchange and Target Company.
Provided that above disclosure requirement is not applicable if such encumbrance is undertaken in a depository.
Reg. 31(4): The promoter of Target Company shall declare annually that they along with PAC has not made any encumbrance directly or indirectly, other than those already disclosed during the Financial Year, within 07 Working Days to Stock Exchange and Target Company.
Reg. 10(5): Pre-intimation under Reg.10 for availing General Exemption
In respect to proposed acquisition to be made pursuant to exemption provided from the obligation to make an open offer as per Reg. 10, the acquirer shall intimate the stock exchange the details of proposed acquisition at least 04 working days prior to the proposed acquisition.
Reg. 10(6): Post-intimation under Reg.10 for availing General Exemption
In respect to acquisition made pursuant to exemption provided in Reg. 10, the acquirer shall file a report to Stock Exchange within 04 working days from the acquisition.
Reg. 10(7): Post-intimation Report to SEBI under Reg.10 for availing General Exemption
In respect to acquisition made pursuant to exemption provided in Reg. 10, the acquirer shall file a report along with supporting documents and non-refundable fees of Rs. 1.5 Lakhs (via Banker Cheque or DD) to SEBI within 21 working days from the acquisition.
Question 09. What are the Related Party Compliances? What are the Related Party disclosures?
Answer: Section 188: Related Party Transactions (RPT) as per Companies Act, 2013
The Company required its Board approval to enter into any contract or arrangement with a Related Party. Further, interested director in any contract or arrangement with related party shall not be present at the meeting during discussion on the subject matter.
Provided that prior approval of shareholders is required via ordinary resolution for the followings:
A. if the limit of aggregate contract or arrangement with Related Party in a F.Y. exceeds as given below:
- Sale, purchase or supply of goods, amounting to 10% or more of the turnover.
- Disposing of or buying of property of any kind, amounting to 10% or more of the net worth of the Company.
- Leasing of property of any kind, amounting to 10% or more of the turnover.
- Availing or rendering of service, amounting to 10% or more of the turnover.
B. Appointment to any office or place of profit in the Company or its subsidiary or associate company, at a monthly remuneration exceeds 2.5 Lakhs.
C. Remuneration for underwriting the subscription of securities or derivatives exceeds 01% of the Net Worth.
In case of wholly owned subsidiary (WOS), resolution passed by Holding Company is sufficient for entering into transaction between WOS and Holding Company.
Further, no member shall vote on such resolution to approve any contract or arrangement in which such member is a Related Party. This proviso is not applicable in case 90% or more members, in numbers, are relatives of promoters or related parties.
Further, nothing above shall be applicable for any transaction entered by the Company in its ordinary course of business and are on arm’s length basis.
However, ordinary resolution is not required for the transaction entered into between Holding Company and its wholly owned Subsidiary whose accounts are consolidated with such Holding Company and placed before the shareholder in general meeting for approval.
Further, every contract or arrangement entered into as said above shall be referred to in the Board Report along with the justification for entering into such transactions.
Where any contract or arrangement entered into by Director or employee without obtaining Board approval or Members approval and if it is not ratified by Board or shareholders within 03 months from the date of such contract, then it shall be voidable at option of Board or Shareholders as the case may be.
Further, if such or arrangement with related party to any director or authorized by any other director, then the director concerned shall indemnify the Company against any loss incurred by it.
Any director or employee entered into or authorized contract or arrangement in violation of the provisions of this section shall be liable for penalty as given below:
In case of Listed Company: 25 Lakhs
In case of Other Company: 05 Lakhs
RELATED PARTY TRANSACTIONS AS PER SEBI (LODR)
Reg. 23 of SEBI (LODR): Related Party Transactions (RPT)
The Listed Entity shall formulate a policy on materiality of RPT and on dealing with RPT including clear threshold limits duly approved by Board. Such policy shall be reviewed by Board at least once every three years and update accordingly.
Material Related Party Transaction: If aggregate transaction amount of Rs. 1000 Crore OR 10% of Annual Consolidated Turnover, whichever is lower, will be called as material related party transaction.
In case of transaction involves payment to related party for brand usage or royalty then it shall considered material if amount exceed 5% of Annual Consolidated Turnover.
Approval by Audit Committee:
All Related Party transactions shall require prior approval of Audit Committee. Only Independent Directors in Audit Committee can approve the Related Party Transactions.
Related Party Transactions of Subsidiary Company, in which Listed Entity is not a party, shall require prior approval by Audit Committee if it exceeds 10% of Annual Consolidated Turnover in last F.Y.
W.E.F. Apr 01, 2023, Related Party Transactions of Subsidiary Company, in which Listed Entity is not a party, shall require prior approval by Audit Committee if it exceeds 10% of Annual Standalone Turnover in last F.Y.
Further, prior approval of Audit Committee is not required in case of Related Party Transaction by Listed Subsidiaries of Listed Entity and Listed Entity itself is not a party and Reg. 23 and Reg. 15(2) applicable to such Listed Subsidiary.
Further, for RPTs of unlisted subsidiaries of a Listed Subsidiary, prior approval of Audit Committee of Listed Subsidiary shall suffice.
Audit Committee may grant omnibus approval for RPTs, provided it must specify the name of related party, nature of transaction period of transaction and maximum amount of transactions. If amount cannot be foreseen then approval may be grant but its value does not exceed Rs. 100 crore per transaction.
The Audit Committee shall review at least on quarterly basis, the details of RPTs entered into by Listed Entity pursuant to each of the omnibus approvals given.
Such omnibus approval shall be valid for one year.
All Material Related Party Transactions shall require prior approval of Shareholders through resolution. Only shareholders who are non-related to such transactions can vote.
Further, prior approval of Shareholders approval is not required in case of Related Party Transaction by Listed Subsidiaries of Listed Entity and Listed Entity itself is not a party and Reg. 23 and Reg. 15(2) applicable to such Listed Subsidiary.
Further, for RPTs of unlisted subsidiaries of Listed Subsidiary, prior approval of shareholders of Listed Subsidiary shall suffice.
Exceptions: These Related Party provisions are not applicable to following:
1. Transaction between two Government Companies.
2. Transactions between Holding and Wholly Owned Subsidiary Company, whose accounts are consolidated with such Holding Company and placed before the Shareholders at General Meeting for approval.
3. Transactions between two wholly owned subsidiaries of Listed Holding Company, whose accounts are consolidated with such Holding Company and placed before the Shareholders at General Meeting for approval.
Related Party Disclosures:
A Listed Entity shall make Related Party Disclosures to Stock Exchange every six months within 15 days from the date of publication of its Standalone and Consolidated Financial Results. Further, w.e.f. April 1, 2023, such disclosure shall be made every six months on the date publication of its Financial Results.
High Value Debt Securities shall submit such disclosures along with its standalone financial results for the half year.
Question 10. What are the recent amendments in the Companies Act, 2013 and SEBI Regulations?
Answer: Recent Amendments in Companies Act, 2013
Holding AGM & EGM through Video Conference (VC) or Other Audio Visual Means (OAVM):
The MCA has allowed the companies to hold AGM or EGM through VC or OAVM up to 31st December, 2022.
Offer Letter to person of a country shares border with India:
The Company shall obtain Government approval under Foreign Exchange Management (Non-debt Instruments) Rules 2019, and attach the same with private placement offer cum application letter, If it intends to offer securities to body corporate or any national of a country which shares border with India.
Insertion in PAS-4: In Part B of PAS-4, after point (vii), point (viii) shall be included. It’s a declaration: (a) whether applicant is required to take Government approval under FEM (Non-debt Instruments) Rules, 2019. And (b) applicant required to obtain such approval has obtained and enclosed the same or not.
Report on CSR in Form CSR-2: Every Company covered under Section 135(1) shall furnish a report on CSR in Form CSR-2 as an addendum to Form AOC-4/AOC-4 XBRL/ AOC-4 NBFC (Ind AS). For F.Y. 2020-21, the Company needs to file the E-Form CSR-2 on or before 31.05.2022.
Mandatory Registration by NGO: Every entity intends to undertake any CSR activity shall register itself with CG by filing Form CSR-1 to ROC.
Definition of Small Company: Small Company means having paid up capital up to 04 Crore and Turnover up to 40 Crore.
Minimum Offer Period for Rights Issue: Rights Issue Offer shall remain open for min. 07 Days and Max. 30 Days.
Form MGT-7A for Small Company and OPC: OPC and Small Company shall file Form MGT-7A.
Accounting Software with Audi Trail:
Every Company shall use accounting software which has feature of recording audit trail of each transaction. It must also create the edit log for each change made along with the date of such changes and ensuring audit trail cannot be disabled. The due date for adopting such accounting software will be applicable w.e.f. 01.04.2023.
Definition of Listed Companies:
The following Companies shall not be considered as Listed Companies:
Public Companies which has not listed its Equity Shares but have listed its non-convertible debt securities or non-convertible redeemable preference shares on private placement basis.
Private Companies which has listed its non-convertible debt securities on private placement basis.
Public Companies listed its equity shares on a stock exchange in a jurisdiction as specified Sec 23(3) of the Act.
Scope of CARO has been broadened: There are total 21 clauses in CARO for F.Y. 2021-22.
Additional Disclosures to be made in Balance Sheet and P&L: There are new disclosures to be included notes to accounts in the Financials:
Promoters shareholding, Trade Payable ageing sch., Trade Receivable ageing sch., Title deeds of immovable properties not held in Company’s name, Disclosure on revaluation of Assets, Disclosure on Loans and advances to Directors, KMP and Related Parties, Details of Benami Properties held, Details of Borrowings, Willful Defaulter, Relationship with Struck-off Companies, Registration and Satisfaction of Charges with ROC, Disclosure on Ratios, Undisclosed Income and CSR disclosures.
Additional Disclosure in Board Report:
Two additional Disclosures shall be included in Board Report
Details of application made or any proceeding pending under IBC during the year along with its status at the end of F.Y.
Details of difference between the amount of valuation done at the time of one time settlement and valuation done while taking loan from the Banks or FI along with reasons thereof.
Additional Disclosures in Auditor Report:
The following disclosures have been added in the auditor’s report that:
Reporting regarding loans, advances & investment made by the Company other than disclosed in notes to accounts, to any other person including Foreign Entities (Intermediaries), where such intermediary directly or indirectly invest or lend such amount to any other person on behalf of the Company OR provide guarantee or security on behalf of the Company.
Reporting on receiving of funds by the Company, other than disclosed in notes to accounts, from any person including Foreign Entities (Funding Party) where the Company directly or indirectly invest or lend such fund to any other person on behalf of the Funding Party or provide guarantee or security on behalf of the Funding Party.
Comment on above two provisions by the Auditor.
Whether the Dividend declared or paid during the year by the Company is in compliance of Sec 123 of Companies Act, 2013.
Whether the Company has used such accounting software having audit trail features for maintaining books of accounts. And the same has been operated throughout the year for all the transactions without being tempered.
Remuneration payable to other directors: In case of no profits, the Company may now pay remuneration to non-executive directors including Independent Directors along with MD, WTD and manager according to Sch. V.
SEBI (LODR) AMENDMENTS
Reg. 17(1C): Insertion of Manager: The Listed entity shall take shareholder approval for the appointment of Board of Directors or Manager in next General Meeting within 03 months of his/her appointment.
Proviso of Reg. 17(1C): Provided that if appointment or reappointment has been earlier rejected by shareholders then appointment can be done only prior approval of Shareholders.
Further, explanatory statement with Notice must contain an explanation for such appointment and justification by Nomination and Remuneration Committee and BODs for recommending such person for appointment or reappointment.
Reg. 32: Statement of Deviation or Variation:
The Listed entity shall submit the statement of deviation quarterly, if any, in the use of proceeds of public issue, rights issue, preferential issue etc., as stated in the offer document or explanatory statement to the Notice for General Meeting, till the fully utilization of proceeds raised.
The statement shall be placed before Audit Committee for review before submitting to Stock Exchange.
Where Listed Entity appointed Monitoring Agency to monitor the utilization of proceeds, the listed entity shall summit any comment or report received from the monitoring agency within 45 days from the end of the Quarter.
Amendment: Reg. 32(7): The monitoring report of such agency shall be placed before Audit Committee on Quarterly Basis, promptly upon its receipt.
Proviso to Reg. 40(1) For Transfer, Transmission or Transposition of Securities:
The transfer of securities shall be not processed unless the Securities are held in demat form.
Proviso to Reg. 40(3): The Listed Entity shall ensure that transmission requests are processed within 07 days of receipt of specified documents.
SEBI Circular dated May 13, 2022: SEBI has extended the relaxation from Reg. 36(1)(b) of SEBI (LODR) Reg. 2015 from dispatching of physical copies of Annual Report for the year 2022 (till December 31, 2022) to shareholders who have not registered their email ids. However, the Company shall send physical copy of Annual Report to the shareholders who request for the same under Reg. 36(1)(c) of SEBI (LODR)
Further, advertisement of Notice of AGM under Reg. 47 shall contain a link to the Annual Report.
In case of General Meeting held through electronic mode, there is no need to send proxy forms required under Reg. 44(4) of SEBI (LODR).
SEBI (SAST) REGULATIONS
Regulation 30: Continual Disclosure has been omitted: Now, there is no need for any person holding 25% or more shares in the Target Company and promoter to give annual disclosure on their shareholding annually to Stock Exchange and the Company within 07 days from the end of F.Y.
Apart from top 10 questions asked in Company Secretary (CS) interviews, we also bring 10 bonus questions that are equally important.
Question 11. What are the FEMA Compliances?
Question 12. What are the NBFC Compliances?
Question 13. What are the provisions relating to Director’s remuneration?
Question 14. What are the provisions for Charges?
Question 15. What are the provisions for Loan to Director?
Question 16. What are the provisions relating Loan and Investment by the Company?
Question 17. What is the procedure for incorporation of a Company?
Question 18. What is the applicability of XBRL?
Question 19. What are the provisions relating to appointment of Managing Director, Company Secretary and CFO?
Question 20. What are the different policies required by the Listed Companies?
Apart from the questions relating to professions there are some general questions also that need to be in focus. Let’s have a look on some of those questions.
Question 01. Tell me about yourself?
Question 02. What are strengths and weaknesses?
Question 03. Tell me about your family?
Question 04. Where do you live? Are you comfortable with the job location?
Question 05. What was your last remuneration? What is your Salary expectation?
I hope all the above questions would help you in your interview whether you are appearing as a professional or as a trainee. The above questions (other than General Questions) would also help the students for their professional exams.
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