Q.Define a Company Secretary under the provisions of the Companies Act, 2013.

The Companies Act, 2013 does not define a company secretary independently of the professional body that certifies one. Reading Section 2(24) of the Companies Act, 2013 with Section 2(1)(c) of the Company Secretaries Act, 1980 gives the working definition used across Secretarial Practice.

This definition has two essential parts that a student should be able to separate: the qualification requirement (ICSI membership, which certifies the person has cleared ICSI's examinations and practical training) and the functional requirement (actual appointment by a specific company to carry out the duties the Act assigns to the post). A person cannot be a "company secretary" in the statutory sense merely by holding ICSI membership without being appointed to a company, nor can a company validly appoint someone to the post who is not an ICSI member.

The definition of "company secretary" under Indian company law is built by cross-reference rather than stated in full in one place, and understanding why is itself instructive. Section 2(24) of the Companies Act, 2013 states that "company secretary" or "secretary" means a company secretary as defined in clause (c) of sub-section (1) of Section 2 of the Company Secretaries Act, 1980, who is appointed by a company to perform the functions of a company secretary under this Act. Turning to that cross-referenced provision, the Company Secretaries Act, 1980 — the statute that created the profession and the Institute of Company Secretaries of India (ICSI) to regulate it — defines a company secretary as a person who is a member of ICSI.

Putting the two provisions together, the complete statutory picture has two components. First, a qualification component: the person must be a member of ICSI, meaning he or she has cleared ICSI's Foundation, Executive, and Professional level examinations and completed the mandatory practical training the Institute prescribes. Second, an appointment component: the person must actually be engaged by a specific company, through a Board resolution under Section 203, to discharge the functions the Companies Act, 2013 assigns to the office — principally the reporting and compliance functions under Section 205. Neither component alone is sufficient. An ICSI member who has not been appointed by any company is a qualified professional but not, in the statutory sense, "the" company secretary of any company. Conversely, a company cannot lawfully designate an unqualified employee as its Company Secretary merely by giving the title, because the person appointed must independently hold ICSI membership.

The reason company law insists on this dual test is straightforward: the Company Secretary is expected to certify legal compliance on the company's behalf and, as Key Managerial Personnel, can be held personally accountable if that compliance fails. The law therefore wants assurance, through the ICSI qualification, that the person filling the role actually has the training to discharge it — a safeguard that protects the company, its shareholders, and the wider public who rely on the filings and certifications a Company Secretary signs. This is why the definition of Company Secretary is one of the first topics taught in this Gujarat board Std 11 Secretarial Practice curriculum — nearly every later topic, from appointment to duties to liability, rests on getting this definition right.