Several obligations under Indian corporate law are not satisfied by having a policy. They require the company to demonstrate that the people bound by that policy were actually trained on it, on a date, with a record. Awareness programmes under the POSH Act, the code of conduct under the insider trading regulations and the familiarisation of directors are the clearest examples, and each of them is examined when something goes wrong.
We conduct training for boards, key managerial personnel, internal committees and employees — at the company’s premises or online, built around the company’s own policies and its own examples rather than a generic slide deck, and delivered with the attendance record and the material that the obligation requires.
POSH Training & Internal Committee Orientation
The POSH Act does not merely require a policy and a committee. It places a positive duty on the employer to organise awareness programmes for employees at regular intervals, and separate orientation programmes for the members of the Internal Committee. Both are examined the moment a complaint is made.
We run two distinct programmes: an employee awareness session in plain language, and a working session for the Internal Committee on how an inquiry is actually conducted — because an IC that has never been trained on procedure is the most common reason an otherwise sound finding is set aside.
- Employee awareness programmes on what constitutes sexual harassment at the workplace, the complaint route and the protection against retaliation
- Orientation and skill-building for members of the Internal Committee, including the external member
- Training on the conduct of an inquiry — notice, reply, evidence, cross-questions, principles of natural justice and the recording of findings
- Training on interim reliefs, confidentiality obligations and the consequences of a false or malicious complaint
- Separate briefing for managers and human resources teams on their duties when a complaint reaches them
- Refresher sessions for existing committees, and induction for newly appointed members
- Sessions for branch and site teams, and for organisations with a distributed or contract workforce
- Attendance records, circulated material and a note for the board file after every session
We build the session from your own policy, your own committee composition and your own reporting lines. Reading a company’s actual policy back to its own team produces a different level of attention than a generic presentation does.
The Internal Committee session is run as a working exercise on a worked scenario, not as a lecture. Members leave knowing what a notice looks like, how evidence is recorded and how a report is written.
Where a session reveals a gap — a committee that is not properly constituted, a policy that no longer meets the requirement, an annual report that was never filed — we tell you and fix it rather than delivering the training and moving on.
The obligation arises under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Section 19 requires the employer to organise workshops and awareness programmes at regular intervals to sensitise employees, and to conduct orientation programmes for members of the Internal Committee.
Section 4 requires the constitution of an Internal Committee at every workplace employing ten or more workers, including an external member from a non-governmental organisation or a person familiar with issues relating to sexual harassment. Sections 21 and 22 require the annual report and its disclosure.
Inquiry procedure is governed by Sections 11 to 13 of the Act read with the POSH Rules, 2013. Section 26 provides for penalty on an employer who fails to comply, and for cancellation of licence or registration on repeated default.
Training is delivered by Company Secretaries in Practice under the Company Secretaries Act, 1980, together with our Associate Partner – Legal, Adv. (CS) Prerna Gaur Bhardwaj, an Advocate enrolled with the Bar Council of India, who covers the inquiry and evidence component.
Prohibition of Insider Trading Training
The insider trading regulations place obligations on individuals, not only on the company. A designated person who trades in a closed window, or who shares unpublished price sensitive information without recording it, is personally exposed — and in most cases has simply never had the rules explained to them.
We train designated persons, their immediate relatives where required, and the compliance team that administers the code, using the company’s own code of conduct, its own trading calendar and its own thresholds.
- Training for designated persons on the code of conduct, the trading window, pre-clearance and the cooling-off period
- Explaining what constitutes unpublished price sensitive information in the company’s own business, with worked examples
- Training on the legitimate purpose test, the sharing of information with intermediaries and the notice that must accompany it
- Disclosure obligations — initial and continual disclosures, and disclosures by immediate relatives and connected persons
- Setting up, reviewing and training the team that maintains the structured digital database of persons with whom price sensitive information is shared
- Training for the compliance officer on administering the code, granting pre-clearance and reporting violations
- Sessions for boards on their own obligations and on the consequences of a contravention
- Attendance records, circulated material and a note for the board file after every session
Abstract regulation does not change behaviour. We take the company’s actual events — a results announcement, a fundraise, a large order, a scheme — and walk the room through when the information became price sensitive and who was restricted from that moment.
The structured digital database is where most companies are weakest. We check whether yours is actually being maintained with the entries and the time stamps the regulation requires, and train the person responsible for it.
Where the session shows the code itself needs amending, we redraft it and take it through the board rather than leaving you with a finding.
The framework is the SEBI (Prohibition of Insider Trading) Regulations, 2015. Regulation 9 read with Schedule B and Schedule C requires a code of conduct for designated persons and for the company, administered by a compliance officer.
Regulation 3 restricts communication and procurement of unpublished price sensitive information, and Regulations 3(5) and 3(6) require the maintenance of a structured digital database with the nature of the information and the names and identifiers of the persons with whom it is shared. Regulation 4 restricts trading while in possession of such information.
Disclosure obligations are contained in Regulations 6 and 7, and the requirement of a policy for determination of legitimate purposes and for inquiry into leaks in Regulation 9A. The related listed-entity obligations arise under the SEBI (LODR) Regulations, 2015.
Training is delivered by Company Secretaries in Practice under the Company Secretaries Act, 1980. The compliance officer under these regulations is ordinarily the company secretary, and we train that role from the inside.
Directors & KMP Governance Training
Directors are personally liable under a great many provisions of the Companies Act, and most boards have never had those provisions set out to them in one sitting. Independent directors have a separate code of conduct and a statutory entitlement to be familiarised with the company’s business.
We run governance sessions for boards, for newly appointed directors and for key managerial personnel — practical, specific to the company, and documented so that the familiarisation requirement is demonstrably met.
- Directors’ duties, the standard of care expected, and the circumstances in which personal liability arises
- Disqualification, vacation of office, and the position of an ‘officer in default’
- Related party transactions — identification, approvals, arm’s length, ordinary course and disclosure
- Board and committee process — notice, quorum, disclosure of interest, minute-taking and the Secretarial Standards
- The code for independent directors, separate meetings of independent directors and board evaluation
- Familiarisation programmes for independent directors of listed entities, and their disclosure on the website
- Induction for newly appointed directors and for key managerial personnel taking up office
- Sessions for in-house secretarial and compliance teams on the registers, filings and calendars they own
Boards do not want a recital of sections. We present the three or four provisions that actually create exposure for this company given its size, its shareholding and its transactions, and we say what a director should insist on seeing before approving them.
The familiarisation requirement is a disclosure requirement as much as a training one. We deliver the programme and prepare the web disclosure and the board note that evidences it.
For newly appointed directors we run a short induction covering the constitution, the shareholding, the pending matters and the committees, so that a new appointee is not signing minutes for a company they have not yet been shown.
Duties of directors are set out in Section 166 of the Companies Act, 2013. Disqualification and vacation of office arise under Sections 164 and 167, and the definition of ‘officer who is in default’ in Section 2(60).
The code for independent directors is contained in Schedule IV read with Section 149(8). Board committees arise under Sections 177 and 178, and board evaluation under Section 134(3)(p).
For listed entities, Regulation 25(7) of the SEBI (LODR) Regulations, 2015 requires the company to familiarise independent directors with their roles, rights and responsibilities and with the business of the company, and to disclose the details of the programme on its website. Regulation 17(10) deals with board evaluation.
Meeting conduct is governed by Secretarial Standards SS-1 and SS-2, which are mandatory under Section 118(10) of the Companies Act, 2013. Training is delivered by Company Secretaries in Practice under the Company Secretaries Act, 1980.
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Training is the part of compliance that is easiest to postpone and hardest to reconstruct afterwards. When an internal complaint is made, or a regulator asks what the company did to prevent a contravention, the attendance record and the material are the answer.
We schedule annual programmes at the start of the year so they sit in the calendar alongside the filings, rather than being arranged in the week the annual report is due.
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This page describes the services offered by MPS & Associates, Company Secretaries, and the statutory provisions under which that work is carried out. It is general information about our practice and is not legal advice, an opinion or a solicitation. Statutory thresholds and procedures change; the position applicable to a particular company should be confirmed before it is acted upon.