Commerce · Ch 28 — Company Secretary
Company Secretary in Practice, Secretarial Audit, and Secretarial Standards
Company Secretary in Practice, Secretarial Audit, and Secretarial Standards
Company Secretary in employment vs. Company Secretary in Practice. So far this chapter has dealt with the Company Secretary as an employed Key Managerial Personnel of one company. The profession also has an independent, practising side.
A member of ICSI who holds a Certificate of Practice issued by the Institute may practise independently as a Practising Company Secretary (PCS), offering company-secretarial services — such as compliance certification, secretarial audit, due diligence, and advisory services on company law matters — to multiple client companies. This is structurally similar to how a Chartered Accountant may either be employed (for example, as a company's Chief Financial Officer) or practise independently as an auditor for many client companies.
| Basis | Company Secretary (employed, KMP) | Practising Company Secretary (PCS) |
|---|---|---|
| Relationship with the company | Whole-time employee of one company | Independent professional; client relationship |
| Number of companies served | One (the employer company) | Multiple client companies |
| Governing status | Key Managerial Personnel under Section 203 | Holds a Certificate of Practice from ICSI |
| Typical work | Day-to-day compliance, meetings, Board advisory, statutory filings for that company | Secretarial audit, compliance certification, due diligence, and advisory across client companies |
Secretarial Audit — Section 204, Companies Act, 2013. Every listed company, and certain other prescribed classes of larger companies (as specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on thresholds the Rules prescribe), must have a Secretarial Audit conducted for each financial year. This audit examines whether the company has complied with the Companies Act and other applicable corporate laws, and must be carried out by a Company Secretary in Practice — an employed Company Secretary of the same company cannot conduct this audit, since the audit is meant to be an independent check. The auditor's findings are furnished in the prescribed form (Form MR-3) and annexed to the company's Board's Report, so that shareholders and regulators can see an independent professional's opinion on the company's compliance record. …
An ICSI member holding a Certificate of Practice who offers company-secretarial services independently to multiple client companies, rather than bei …
A mandatory audit of a company's compliance with the Companies Act and other corporate laws, applicable to listed companies and certain other prescribed classes of companies, conducted only by a Company Secretary …
Standards issued by ICSI on the conduct of Board meetings (SS-1) and general meetings (SS-2); made mandatory for every company under Section 118(10) …