Company Secretary under the Companies Act, 2013

The company secretary is the one type of secretary whose office is defined directly by a central statute rather than by an internal constitution or state law. Section 2(24) of the Companies Act, 2013 defines 'company secretary' or 'secretary' as a person who is a member of the Institute of Company Secretaries of India (constituted under the Company Secretaries Act, 1980) and who is appointed by a company to perform the functions of a company secretary under the Act. Section 2(51) lists the company secretary among a company's Key Managerial Personnel, alongside the Managing Director or Chief Executive Officer and the Chief Financial Officer.

Section 203, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requires every listed company, and every other public company whose paid-up share capital equals or exceeds the threshold prescribed under those Rules, to appoint a whole-time company secretary; the Rules also extend the requirement to private companies above a prescribed paid-up capital threshold. A company below the prescribed thresholds may still choose to engage a company secretary in practice for compliance support, but is not statutorily bound to appoint a whole-time one.

Section 205 sets out the functions of the company secretary, which broadly fall into three groups:

• reporting to the Board on compliance with the provisions of the Companies Act, the rules made under it, and other applicable laws;
• ensuring compliance with applicable secretarial standards issued by the ICSI and approved by the Central Government; and
• discharging such other duties as may be assigned by the Board from time to time, or as may be prescribed under the Act and rules. …