Functions and Duties of a Company Secretary

A Company Secretary appointed as a Key Managerial Personnel of a company carries a wide range of responsibilities that together make the role the nerve-centre of the company's governance and compliance machinery. The principal functions may be grouped as follows.

1. Ensuring statutory compliance. The Company Secretary is chiefly responsible for seeing that the company complies with the Companies Act, 2013 and other laws applicable to it — filing the returns, forms, and disclosures the law requires, within the time limits prescribed, and alerting the Board to any compliance risk.

2. Convening and recording meetings. The Company Secretary organises Board meetings and general meetings — issuing notices, preparing the agenda, and circulating explanatory statements — and thereafter prepares and maintains the minutes of those meetings. This work must follow the Secretarial Standards issued by ICSI (see the next section), which are binding, not optional, under the Companies Act, 2013.

3. Advising the Board. Because the Company Secretary is trained in company law and corporate governance, the Board relies on the Company Secretary for guidance on the legal and procedural correctness of its own decisions — for example, whether a particular resolution needs to be an ordinary or a special resolution, or whether a proposed transaction needs shareholder approval or regulatory disclosure.

4. Liaison with regulators and the Registrar of Companies. The Company Secretary acts as the company's authorised point of contact with the Registrar of Companies and other regulatory bodies — filing the company's statutory forms and returns, responding to regulatory correspondence, and representing the company in matters of procedural compliance.

5. Maintaining statutory registers and records. The Company Secretary is responsible for keeping the company's statutory registers (such as the registers of members, directors, and charges) accurate and up to date, and for the safe custody of important company records.

6. Certification of returns and forms. Certain filings — most notably the company's Annual Return — must be certified by the Company Secretary (where one is appointed), which is why the office carries a personal professional responsibility, not merely an administrative one. …