Company Secretary

A Company Secretary (CS) is a qualified corporate officer responsible for ensuring a company complies with the Companies Act, 2013 and other applicable laws, and for advising the board on corporate governance. Every CS is a member of the Institute of Company Secretaries of India (ICSI), the statutory body constituted under the Company Secretaries Act, 1980. Under Section 203 of the Companies Act, a whole-time CS is one of a company's Key Managerial Personnel (KMP).

Who must appoint one

• Every listed company and every other public company with paid-up share capital of ₹10 crore or more must appoint a whole-time CS (Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014).
• Rule 8A extends this to any private company with paid-up share capital of ₹10 crore or more.

Appointment and cessation are filed with the ROC in Form DIR-12 and MGT-14, generally within 30 days.

Core duties

• Convening board and general meetings and maintaining minutes as per Secretarial Standards SS-1 and SS-2 issued by ICSI.
• Filing returns and forms with the MCA, including signing the annual return in Form MGT-7 under Section 92.
• Advising directors on compliance and, for listed entities, acting as compliance officer under SEBI LODR Regulations.

Secretarial audit

Under Section 204, every listed company and every public company with paid-up capital of ₹50 crore or more, or turnover of ₹250 crore or more, must obtain a secretarial audit report in Form MR-3 from a Company Secretary in practice holding an ICSI Certificate of Practice.