The Company Secretary — Statutory Definition, Qualification and Appointment

3. The Company Secretary — Statutory Definition, Qualification and Appointment

Statutory Definition — Section 2(24), Companies Act, 2013. '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 the Companies Act, 2013.

The linked definition — Section 2(1)(c), Company Secretaries Act, 1980. A 'company secretary' or 'secretary' means a person who is a member of the Institute of Company Secretaries of India (ICSI). This is the crucial link: a person cannot legally be described as a 'Company Secretary' under the Companies Act unless they are already a qualified member of ICSI under this separate 1980 Act.

Qualification — the ICSI route. The Institute of Company Secretaries of India, set up under the Company Secretaries Act, 1980, is the sole body that trains and certifies Company Secretaries in India. The standard route is:

1. Foundation Programme — the entry-level course (students may also enter directly at Executive level with an eligible degree).
2. Executive Programme.
3. Professional Programme.
4. Practical Training — a prescribed period of practical/management training under a practising Company Secretary or in a company, alongside the academic programmes.

On successfully completing all three programmes and the practical training, a candidate is enrolled as an Associate Member of ICSI (ACS) — only from this point is the person legally a 'Company Secretary' as defined by both Acts. After further years of qualifying experience, an Associate Member may be admitted as a Fellow Member (FCS), ICSI's senior membership grade.

Appointment — Section 203 and the Managerial Personnel Rules, 2014. Section 203 of the Companies Act, 2013 requires prescribed classes of companies to have certain whole-time key managerial personnel, including a Company Secretary. The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 fix exactly which companies this applies to:

• Rule 8: every listed company, and every other public company having a paid-up share capital of ₹10 crore or more, must have a whole-time Company Secretary.
• Rule 8A: every private company having a paid-up share capital of ₹10 crore or more must also have a whole-time Company Secretary — a private company is not automatically exempt once it crosses this size. …