Q.Who is a company secretary? Explain the meaning of 'company secretary' under the Companies Act, 2013.

The company secretary is the only type of secretary whose definition comes directly from a central Act of Parliament.

Statutory definition

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 Companies Act, 2013.

Two conditions built into the definition

1. Professional membership — the person must already be a qualified member of the ICSI; a company cannot simply designate any employee as its 'company secretary' for the purposes of the Act without this professional qualification.
2. Company appointment — the person must be formally appointed by the specific company to hold this office and perform its functions; qualification alone does not make someone a company secretary of a particular company.

Status as Key Managerial Personnel

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 — placing the office among the most senior functionaries recognised by company law, with statutory duties (Section 205) and, for prescribed classes of company, a mandatory whole-time appointment under Section 203.

Distinction from other types of secretary …

A common error is defining 'company secretary' only by the job's functions (compliance, filings) while omitting the statutory qualification requirement (ICSI m …