Company Secretary as a Key Managerial Personnel

Section 203 of the Companies Act, 2013 identifies certain top-level officers of a company as its Key Managerial Personnel (KMP) — the persons through whom the company's day-to-day governance and compliance principally operate. For the classes of companies to which Section 203 applies, the Company Secretary is one of the KMPs that must be appointed, alongside the Managing Director/Chief Executive Officer/Manager and the Chief Financial Officer.

What this status means in practice for a Company Secretary appointed under Section 203:

• The Company Secretary functions as a whole-time employee of that one company — a full-time officer bound by an employment relationship, not an outside consultant.
• As a KMP, the Company Secretary sits close to the Board of Directors in the company's governance structure, attending Board and general meetings in a secretarial and advisory capacity and being answerable to the Board for the company's compliance position.
• Certain statutory certifications and filings (for example, the Annual Return, and returns relating to charges and other statutory registers) require the countersignature or certification of the Company Secretary in companies where one is appointed — a mark of the trust the law places in the office. …