Company Secretary — Appointment and Role under the Companies Act, 2013

Company Secretary — Appointment and Role under the Companies Act, 2013

The Company Secretary occupies a unique position in Indian corporate governance — part compliance officer, part advisor to the Board, and part custodian of statutory records. The Companies Act, 2013 elevated the role by formally recognising the Company Secretary as a Key Managerial Personnel and prescribing specific functions they alone are authorised to discharge.

•      Every listed company, regardless of capital.

•      Every other public company having paid-up share capital of ₹10 crore or more.

•      Every private company having paid-up share capital of ₹10 crore or more (this requirement was extended to private companies by amendment to the Rules).

•      Reporting to the Board about compliance with the provisions of the Act, rules made thereunder, and other applicable laws.

•      Ensuring the company complies with applicable secretarial standards issued by the ICSI and approved by the Central Government.

•      Discharging such other duties as may be prescribed, including facilitating convening of meetings, maintaining statutory registers, and acting as a key link between the Board and shareholders/regulators.

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards — for instance, SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings — which have statutory force under the Act. Every company (not just those required to appoint a Company Secretary) must comply with these standards while conducting board and general meetings.

A whole-time Company Secretary is one of the persons statutorily recognised as Key Managerial Personnel (KMP) under Section 2(51), alongside the Managing Director/CEO, Whole-Time Director, and CFO, and is expected to be appointed by means of a resolution of the Board.

•      Delaying CS recruitment until well after the paid-up capital threshold has been crossed.

•      Engaging a practising CS on retainer as a substitute for the mandatory whole-time appointment where required.

•      Assuming Secretarial Standards apply only to companies with a mandatory CS requirement — they apply universally.

•      Failing to update the Board on compliance status regularly through the CS's statutory reporting function.

Q1. Is a Company Secretary the same as a Company Secretary in Practice?

No, a whole-time Company Secretary is an employee of the company, while a Company Secretary in Practice is an independent professional holding a certificate of practice who can also certify filings and conduct secretarial audits for various companies.

Q2. Can one Company Secretary serve multiple companies as a whole-time employee?

Generally no; a whole-time Company Secretary is expected to be a full-time employee of one company, though smaller companies not meeting the mandatory threshold may engage a practising Company Secretary on a part-time or retainer basis for specific compliance work.

Q3. Does the Company Secretary have any personal liability for company defaults?

As a Key Managerial Personnel and 'officer in default' for many provisions, the Company Secretary can be held liable for defaults related to their specific area of responsibility, particularly around statutory filings, meetings, and record-keeping.

Q4. Are secretarial standards legally binding?

Yes, since the Companies Act, 2013 mandates compliance with Secretarial Standards issued by the ICSI and approved by the Central Government, they carry the force of law and non-compliance can attract penalty.

Q5. Is a Company Secretary required to be present at every board meeting?

While not always strictly mandatory for every meeting, it is standard governance practice for the Company Secretary to attend and facilitate board and general meetings, given their responsibility for minutes and compliance reporting.

Q6. Can a Company Secretary also serve as a director of the same company?

Yes, a Company Secretary can additionally be appointed as a director (including as a whole-time director), subject to meeting the eligibility requirements for both roles, though care should be taken to manage any potential conflicts of interest.

Q7. What professional body regulates Company Secretaries in India?

The Institute of Company Secretaries of India (ICSI), a statutory body established under the Company Secretaries Act, 1980, regulates the profession, membership, and certificate of practice for Company Secretaries.

The Company Secretary's role has moved well beyond routine paperwork — they are now a statutorily recognised compliance gatekeeper with defined legal responsibilities. Companies nearing the ₹10 crore paid-up capital threshold should plan for this appointment proactively rather than reactively.