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Pillar 03 · Secretarial & Corporate · Named CS on every account

The Company Secretary function.
Run as a retainer.

ROC filings, board support, ESOP schemes, cap-table management, FEMA, M&A due diligence and IPO prep — delivered by a named Company Secretary on monthly retainer. Fixed scope, fixed price, zero drama.

Named CSNot a pool
ZeroLate filing fees
12-monthCalendar handed over
48hQuery SLA

A Company Secretary function is the connective tissue of a well-run business. Annual filings, board meetings, cap table hygiene, ESOP administration, FEMA for cross-border transactions, due diligence during fundraises — the work is often invisible, and the cost of getting it wrong is severe penalties, blocked remittances, failed DD, or a cap table that no investor will touch.

Most Indian startups and SMEs skip hiring a Company Secretary until they absolutely have to — typically when they cross the ₹10 crore paid-up capital threshold, when they do a Series B fundraise, or when an investor asks for a cap table and nobody can produce one that reconciles. By then, cleanup is four to six times what prevention would have cost.

Cosmoura runs the Company Secretary function as a monthly retainer. A named CS owns your account, attends your board meetings when required, maintains your statutory registers, files your ROC forms before due date, and keeps your cap table defensible. Our sister concern Decipher Consultancy Services builds the automation that handles the repetitive filings; the CS spends their time on the judgment calls — ESOP design, DD responses, FEMA structuring, pre-IPO planning.

You get a full-stack secretarial function at 10–20% of the cost of an in-house CS, with coverage during leave, bench depth for busy season, and the kind of calendar discipline that makes an auditor smile.

Trigger moment: If you are 6 months from a Series A, 12 months from an IPO, or any time an investor has asked for your "cap table and ESOP scheme" — now is the right time to call us.

Eight services. One Company Secretary.

Most clients start with annual ROC filings plus board support. ESOP, cap-table and FEMA layer in as the company grows.

Most popular

Annual ROC Filings

from ₹7,500

AOC-4 (financials), MGT-7 (annual return), DIR-3 KYC, DPT-3 (deposit return), MSME returns, auditor appointment forms. Full annual filing cycle on calendar, filed before due date, zero late fees.

  • AOC-4 + MGT-7 + DIR-3 KYC filing
  • DPT-3, MSME-1, auditor ADT-1
  • Statutory register maintenance
  • XBRL conversion where applicable
All annual filings · zero late fees Discuss →

Equity

ESOP Scheme Design & Admin

from ₹35,000

ESOP scheme drafting (SAR, RSU, or classical options), shareholder approvals, grant letters, exercise windows, vesting trackers. Section 62(1)(b) compliance. Taxation briefing for grantees.

  • Scheme drafting (SAR / RSU / Options)
  • Shareholder + board resolutions
  • Grant letter + vesting tracker setup
  • Section 62(1)(b) + 194R compliance
ESOP live · grantees understand what they got Discuss →

Ongoing

Cap-table Management

from ₹2,500/mo

Multi-round cap table with waterfall analysis. Pre- / post-money dilution modelling, convertible instrument tracking (SAFE, CCPS, CCDs), round close coordination, investor rights tracker. Lives on your platform (Carta, Qapita) or ours.

  • Multi-round cap table maintenance
  • Waterfall + dilution modelling
  • SAFE / CCPS / CCDs tracked separately
  • Investor rights + consent tracker
Cap table founder + investors trust Discuss →

Board

Board Meeting Support

from ₹15,000/mo

Agenda circulation, board pack preparation, minutes drafting, resolution circulation. Related-party transaction disclosures. Pre-board calls to brief independent directors. Post-board compliance filings.

  • Pre-meeting agenda + board pack
  • Minutes drafted within 48 hours
  • Related-party + RPT register
  • Independent director briefings
Board meetings run on rails Discuss →

Transaction

M&A + Due Diligence

quote-driven

Buy-side or sell-side DD support. Document review, red-flag reports, representations and warranties coordination, closing checklist, integration planning. Works alongside your legal counsel and investment banker.

  • Secretarial + legal DD review
  • Red-flag report + remediation plan
  • Closing checklist + condition precedents
  • Post-close integration support
Deal closed · no post-close surprises Discuss →

Incorporation

Company Setup & Changes

from ₹7,500

New company incorporation (Pvt Ltd, LLP, OPC). Name change, registered office change, directors added or removed, authorised capital increase, share transfer. Everything that touches the MCA.

  • Pvt Ltd / LLP / OPC incorporation
  • Director / registered office changes
  • Authorised capital increase
  • Share transfer + transmission
Clean MCA records, every time Discuss →

Regulated

FDI, FEMA & ODI Compliance

from ₹20,000

FC-GPR filing for foreign investment, FC-TRS for share transfers, APR (Annual Performance Report) for ODI, LRS tracking for founders, DTAA treaty analysis. Reserve Bank filings and compounding where needed.

  • FC-GPR / FC-TRS / APR filing
  • Form ODI / LRS compliance
  • DTAA + treaty analysis
  • RBI compounding support
FEMA-clean · no blocked remittances Discuss →

Listed-ready

IPO & Listed-Company Compliance

quote-driven

Pre-IPO conversion to public limited, SEBI ICDR regulations prep, listing agreement compliance, LODR filings, insider trading code, structured digital database. For companies 12–24 months from IPO.

  • Public Ltd conversion + CS appointment
  • SEBI ICDR + LODR compliance
  • Insider trading code + SDD
  • Pre-IPO housekeeping checklist
IPO-ready · regulator-grade governance Discuss →

Three weeks to a clean secretarial function.

Most new clients come to us mid-mess — missed filings, stale registers, cap tables that do not reconcile. Clean-up is a one-time cost; everything else is monthly cadence.

01

Statutory audit of records

Week 1

We review your statutory registers, MGT-7 and AOC-4 history, cap table, ESOP scheme (if any), and MCA master data. Written gap report with everything that needs cleaning up before we take over.

  • Statutory register review
  • MCA master data reconciliation
  • Historical filing gap check
02

Clean-up + onboarding

Week 2–3

Missed filings regularised. Statutory registers brought current. Cap table reconciled against share certificates. Minutes books digitised. Everything that should have been done, done.

  • Regularisation of missed filings
  • Register + minutes digitisation
  • Cap table reconciliation
03

Calendar + handover

Week 3

12-month filing calendar handed over. Board meeting rhythm agreed. Related-party transaction tracker set up. Named Company Secretary assigned. Dedicated channel with your team opened.

  • 12-month filing calendar
  • Named CS assigned to account
  • Board meeting rhythm agreed
04

Live + monthly cadence

Ongoing

Monthly: board support + cap table updates + any ad-hoc filings. Quarterly: review call. Annually: full ROC filing cycle + DPT-3 + MSME + DIR-3 KYC + auditor reappointment. Everything on calendar.

  • Monthly board + cap table support
  • Quarterly review calls
  • Annual filing cycle on calendar

In-house CS. Traditional CS firm. Cosmoura.

In-house CS Traditional CS firm Cosmoura retainer
Named Company Secretary ₹12–18L/yr full-time hire Partner on paper only Named CS, direct contact
Annual filings In-house CS files Filed on time (mostly) Filed before due date, every year
Cap table + ESOP Finance team handles Charged separately Included in retainer
Board meeting support CS runs board Minutes only Agenda, pack, minutes, filings
FDI / FEMA / ODI Legal team adds Specialist referral In-house, included
Cost (full secretarial) ₹12–18L/yr ₹3–8L/yr + hourly ₹30k–3L/yr fixed
IPO prep Hire merchant banker Specialist referral Pre-IPO prep included from Enterprise

Three things CS firms usually get wrong.

01

Named Company Secretary.

Not a pool, not a junior. A specific qualified CS owns your account, signs your forms, and attends your board meetings when required.

02

Calendar, not reminders.

Every filing on calendar before the year starts. You never get a last-minute WhatsApp asking for a document that was always due today.

03

Full stack, one bill.

ROC, cap table, ESOP, board, FEMA, IPO prep — all under one retainer. You stop juggling specialists at ten different billing rates.

Everything in the retainer.

Named Company Secretary on your account
Statutory register + minutes book maintenance
12-month filing calendar with reminders
Monthly board support (agenda, pack, minutes)
Cap table + ESOP tracker lives on our platform
Related-party transaction register maintained
DIN / DSC renewal tracking for directors
Dedicated channel with 48-hour SLA

Questions founders and investors ask us.

01 Do you handle private limited, LLP and Section 8 companies? +

All three, plus One Person Company (OPC) and Public Limited (both unlisted and listed). Statutory requirements differ significantly — our packs are structured by entity type.

02 Can you take over cap-table management from Carta or Qapita? +

Yes. We can either migrate you fully to our tracking (included in retainer) or continue to work alongside your Carta / Qapita subscription. For portfolio companies, VCs often prefer continuity on the existing platform.

03 What ESOP scheme type should we use — options, RSU or SARs? +

For most Indian startups, classical options under Section 62(1)(b) remain the default. RSUs and SARs make sense for later-stage companies with liquidity visibility. We model all three during the design conversation.

04 Do you provide the Company Secretary for a Pvt Ltd that crosses the ₹10 crore paid-up capital threshold? +

The Companies Act requires a full-time Company Secretary once paid-up capital crosses ₹10 crore. We can either place a named CS on your payroll (recruitment included) or restructure the entity to defer the requirement. We walk you through both options.

05 Can you handle FEMA / ODI for founders who have moved abroad? +

Yes. We handle LRS tracking, Form ODI for overseas direct investment, Delaware flip structuring, FC-GPR for inbound investment, and APR annual reporting. Treaty analysis under DTAA included.

06 What happens during an M&A — do you work with the buyer's CS firm? +

Yes. We prepare the sell-side DD pack, coordinate with the buyer's CS / legal team, prepare the closing checklist and handle post-close MCA filings. For buy-side, we do the reverse — DD review, red-flag report, integration.

07 Is IPO prep realistic for a Series A / B company? +

If IPO is 24+ months out, yes. We do a readiness audit covering governance, cap table clean-up, insider trading code, auditor rotation, promoter definition and SEBI ICDR regulations. Early prep makes the actual IPO window workable.

08 Do you file CSR-2 and run CSR committee meetings? +

Yes — for companies with CSR applicability. CSR-2 annual filing, committee minutes, implementation partner coordination and spending reconciliation. Included in Growth tier and above.

Named CS. Fixed retainer.
Three weeks to clean.

Free 30-minute secretarial audit. We review your statutory registers, filing history and cap table, and show you exactly where the gaps are.