COMPANY SECRETARY — COMPANIES ACT, 2013
BBA LLB — Company Law Notes | Key Sections: 2(24) · 2(51) · 92 · 118(10) · 203 · 204 · 205
1. Definition & Status [Sec. 2(24)]
• A CS is a member of the Institute of Company Secretaries of India (ICSI), constituted under the Company
Secretaries Act, 1980.
• KMP Status [Sec. 2(51)]: CS is a Key Managerial Personnel (KMP)
• alongside MD/CEO, CFO, and Whole-Time Directors.
• CS is an 'officer in default' — personally liable for company's statutory violations.
• Associate Member (ACS) | Fellow Member (FCS) | Practising CS (PCS) — holds Certificate of
[Link]:
2. Appointment [Sec. 203]
Who must appoint a whole-time CS?
• Every listed company (irrespective of capital).
• Every public company with paid-up share capital of Rs. 5 crore or more.
• Private company with paid-up capital of Rs. 5 crore or more (as per rules).
Key Rules
• Appointment by Board Resolution at a duly convened Board Meeting — must specify terms & remuneration.
• A whole-time CS can serve only ONE company at a time.
• Vacancy must be filled within 6 months; ROC to be informed within 30 days.
• If appointed voluntarily in a private company below threshold — all provisions apply fully.
3. Duties [Sec. 205]
• Provide legal and secretarial guidance to directors on matters of law.
• Ensure the company complies with the Companies Act and applicable laws.
• Ensure Board procedures are properly followed and recorded.
• Report to the Board on matters required by law.
• Ensure compliance with Secretarial Standards (SS-1 & SS-2) issued by ICSI.
• Discharge other duties as prescribed by the Central Government.
4. Functions
Area Key Functions
Statutory Compliance Filing e-forms with ROC/MCA, SEBI filings, RBI compliance, maintenance of
statutory registers
Board & General Meetings Notices, agendas, minutes (as per SS-1 & SS-2), AGM/EGM, postal ballot, e-
voting
Statutory Registers Register of Members, Directors, Charges, Contracts, Debenture Holders, etc.
Share Capital Issue, transfer, transmission of shares; buy-back compliance; dividend
compliance
Corporate Actions Mergers, NCLT proceedings, reduction of capital, charge creation/satisfaction
Annual Report Directors' Report, Corporate Governance Report — signed as KMP
5. Secretarial Audit [Sec. 204]
Applicability — Companies required to get Secretarial Audit done:
Category Threshold
Listed Companies All (mandatory)
Public Co. — Paid-up Capital Rs. 50 crore or more
Category Threshold
Public Co. — Turnover Rs. 250 crore or more
Any Co. — Outstanding Loans Rs. 100 crore or more
Unlisted subsidiary of listed co. Material subsidiaries
• Who conducts? Conducted by:
• Only a Practising Company Secretary (PCS) — NOT the company's own whole-time CS.
• Form: MR-3, annexed to Board's Report. Covers: Companies Act, SEBI laws, FEMA, Depositories Act, SS-1 &
SS-2.
• If report has qualifications/adverse remarks — Board must explain in Directors' Report.
Penalty [Sec. 204]: Company + every defaulting officer — Rs. 1 lakh to Rs. 5 lakh each.
6. Annual Return Certification [Sec. 92]
• Company with whole-time CS: CS signs Annual Return (Form MGT-7) — no PCS certification needed.
• Company without CS (paid-up capital ≥ Rs. 10 Cr or turnover ≥ Rs. 50 Cr): PCS must certify in Form MGT-8.
• OPC / Small Companies: file simplified MGT-7A — signed by director.
7. Secretarial Standards [Sec. 118(10)]
• ICSI-issued Secretarial Standards have statutory force — every company must observe them.
• SS-1 (Board Meetings): Notice period, quorum, agenda, leave of absence, voting, circular resolutions, minutes.
• SS-2 (General Meetings): AGM/EGM, proxy, quorum, voting, scrutiniser appointment, minutes.
• Violation can invalidate resolutions passed at meetings.
8. Penalties & Liabilities
Default Penalty
Non-appointment of CS [Sec. 203] Company: Rs. 5 lakh | Each defaulting officer: Rs. 50,000 + Rs.
1,000/day (max Rs. 5 lakh)
Non-annexation of Secretarial Audit [Sec. Company + each defaulting officer: Rs. 1 lakh to Rs. 5 lakh
204]
Signing false return/certificate [Sec. 448] Imprisonment up to 2 years + fine (criminal offence)
Professional misconduct (PCS) Disciplinary action by ICSI under Company Secretaries Act, 1980
9. Other Important Points
• SEBI Compliance Officer: Under SEBI (LODR) Reg. 6, every listed company must designate CS as Compliance
Officer for SEBI filings and investor grievances.
• CS as Insolvency Professional: A CS registered with IBBI can act as IRP/RP/Liquidator under the Insolvency and
Bankruptcy Code, 2016.
• CS vs PCS: Whole-time CS = employee of one company; PCS = independent practice, can serve multiple clients,
conduct audits, certify returns.
Quick Revision — Key Numbers
Mandatory CS (Public Co.): Paid-up capital ≥ Rs. 5 crore
Secretarial Audit: Paid-up capital ≥ Rs. 50 Cr | Turnover ≥ Rs. 250 Cr | Loans ≥ Rs. 100 Cr
MGT-8 by PCS: Capital ≥ Rs. 10 Cr OR Turnover ≥ Rs. 50 Cr
Vacancy filling time: 6 months | ROC intimation: 30 days
Max companies for whole-time CS: 1 at a time
Statutory Standards: SS-1 (Board Meetings) | SS-2 (General Meetings)
Companies Act, 2013 | ICSI Secretarial Standards | SEBI (LODR) Regulations, 2015