The role of a Company Secretary (CS) in India has become more important than ever. Once, they were seen mainly as someone handling paperwork and meeting notices; the CS is now a key player in the overall functioning and success of a company. Recognised under the Companies Act, 2013, as a Key Managerial Personnel (KMP), a Company Secretary ensures that the company follows all legal rules and regulations. But their job goes beyond just compliance; they also support the board of directors in decision-making, help maintain transparency in company operations, and make sure that good corporate governance practices are followed. They act as a vital link between the company and government departments like the Ministry of Corporate Affairs (MCA), SEBI, and other regulators.
In this blog, we will explore the meaning as well as the role of the company secretaries in companies incorporated in India.
Who is a Company Secretary?
Section 2(24) of the Companies Act, 2013, defines a company secretary as a person who is a member of the Institute of Company Secretaries of India (ICSI). The Company Secretaries Act, 1980, governs the profession, laying down the eligibility, examination, training, and membership requirements.
To qualify, a candidate must complete three levels of ICSI examinations:
- Foundation,
- Executive,
- Professional — along with mandatory training programs, internships, and compliance with continuing professional education norms.
Mandatory Appointment
Section 203 of the Companies Act, 2013, along with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mandates the appointment of a full-time Company Secretary in:
- Every listed company,
- Every public or private company having a paid-up share capital of ₹10 crore or more.
Responsibilities of a Company Secretary
1. Statutory Compliance and Filings
One of the primary roles of a Company Secretary is to ensure compliance with the Companies Act, 2013 and other applicable laws. This includes:
- Filing annual returns and statutory forms with the Registrar of Companies (ROC),
- Maintaining statutory registers such as the register of members, directors, charges, and contracts,
- Ensuring timely payment of regulatory fees and avoidance of penalties.
2. Convening and Managing Meetings
Company Secretaries are responsible for conducting:
- Board meetings,
- Committee meetings such as the Audit Committee or Nomination and Remuneration Committee,
- Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).
They issue notices, prepare agendas, ensure quorum, draft resolutions, and maintain proper minutes in accordance with the Secretarial Standards issued by ICSI and provisions of the Companies Act, 2013.
3. Corporate Governance
The CS is often referred to as the custodian of corporate governance. They play an advisory role to the board of directors on governance matters, ensuring:
- Proper constitution of the board and its committees,
- Adherence to ethical business practices,
- Timely disclosures and transparency,
- Implementation of internal control systems.
In listed companies, the CS are responsible for ensuring compliance with SEBI regulations, including those related to board independence, code of conduct, and shareholder rights.
4. Legal Role
In addition to compliance with the Company law, CSs advise the management and board on:
- Corporate restructuring, mergers, and acquisitions,
- Capital raising via equity or debt,
- Shareholder agreements and joint ventures,
- Drafting and vetting of contracts,
- Due diligence in corporate transactions.
5. Liaison with Regulatory Authorities
Company Secretaries act as a bridge between the company and regulatory authorities, such as:
- Ministry of Corporate Affairs (MCA),
- Securities and Exchange Board of India (SEBI),
- Reserve Bank of India (RBI),
- Stock exchanges.
6. Secretarial Audit and Reporting
Section 204 of the Companies Act, 2013, mandates a secretarial audit for listed companies and certain other prescribed companies. A practising CS must submit a secretarial audit report in Form MR-3, examining the company’s compliance with various laws, including:
- Companies Act,
- SEBI laws,
- FEMA,
- Other applicable corporate laws.
This ensures transparency and accountability in the functioning of the company.
7. Certification and Custodianship
A Company Secretary:
- Certifies company documents,
- Co-signs annual returns and financial statements,
- Maintains the company seal and ensures its proper use,
- Certifies compliance with applicable Secretarial Standards.
8. Maintenance of Registers and Records
CSs are responsible for maintaining statutory registers, including:
- Register of members,
- Register of directors and key managerial personnel,
- Register of loans and investments,
- Register of charges and debentures.
9. ESG and CSR Oversight
With the rise of sustainability as a business imperative, CSs are increasingly involved in:
- Developing Corporate Social Responsibility (CSR) policies,
- Ensuring compliance with Schedule VII of the Companies Act,
- Monitoring ESG (Environmental, Social, and Governance) performance,
- Drafting disclosures related to sustainability initiatives.
Company Secretary in Practice
A CS can also choose to work independently as a Company Secretary in Practice. They offer services including:
- Secretarial audits,
- Legal due diligence,
- Certification and attestation services,
- Incorporation and compliance services for companies,
- Representation before regulatory authorities like NCLT, SEBI, and RBI.
They are often retained by private and small companies that do not have an in-house CS.
Powers, Limitations, and Liabilities
1. Liability:
As officers of the company and KMPs, Company Secretaries are recognised under the Companies Act, 2013, as responsible persons. In the event of non-compliance or fraud, they can be held personally liable along with the directors. This liability makes the role both powerful and accountable.
2. Obligations and Professional Conduct:
ICSI lays down a Code of Conduct that CSs must adhere to. They are expected to:
- Maintain confidentiality,
- Avoid conflict of interest,
- Exercise due diligence and independence in their duties,
- Report fraud or violations to the appropriate authority.
3. Removal or Resignation:
A Company Secretary may resign voluntarily by submitting a resignation letter and completing formalities like handover and ROC filings. Similarly, the company can remove a CS by passing a board resolution and filing the necessary forms. However, such removal must follow the principles of natural justice and due process.
Conclusion
The Company Secretary is no longer just an administrative officer for the company, they are the backbone of the company who is entrusted not only with compliance-related responsibilities, they handle with drafting, filing, and actively engaging in advisory roles. Their legal expertise, strategic outlook, and moral standards make them the conscience keepers of the corporate world.
