Definition, Appointment, Roles, Responsibilities, Opportunities and Officer in Default (Company Secretary) By CS Tanu Puri

A Company Secretary is not just an employee of the Company, he can take a corporate to the highest level with his capabilities and expertise knowledge in the Corporate Laws. He is not just the master of Company Law but also he knows the Interpretation of Law. So, he can become the master of all the Laws like Labour Laws, Taxation Laws, Banking Laws and other Laws that a Company needs to Comply with.


As per Section 2(24) of the Companies Act, 2013 A Company Secretary means a Company Secretary as defined under Section 2(1)(c ) of the Company Secretaries Act, 1980


Who is appointed by the Company to perform the functions of a Company Secretary.

It means that The Companies Act, 2013 does not clearly define the word Company Secretary. So we have to take a look to the Company Secretaries Act, 1980 for the definition of Company Secretary.

As per Section 2(1)(c ) of Company Secretaries Act, 1980, “Company Secretary" means a person who is a member of the Institute of Company Secretaries of India.

So to become a CS one needs to take the Membership of ICSI. For this a person needs to clear all the exams conducted by the Institute and to undergo the specified training.



Section 203 of Companies Act, 2013 read with rule 8 & 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2013 states that the following Companies need to appoint a Whole Time Company Secretary

1. Listed Companies.

2. Public Companies having paid-up share Capital of Rs. 10 Crore or more.

3. Every Private Company having paid-up share capital of Rs. 10 Crore or more.


As per Section 203 of the Companies Act, 2013 the Company Secretary is designated as Key Managerial Personnel of the Company. If you check the information of a listed Company on the Website of Stock Exchange, then the Name of the Company Secretary will also appear in the Management Team.


  • To ensure the compliance of the provisions of various laws applicable to the Company.

  • To ensure that the affairs of the Company are conducted in the manner specified in the Memorandum and Articles of Association of the Company.

  • To conduct the Board Meetings, Committee meetings, General Meetings and to attend the same.

  • To maintain the Minutes of the above meetings.

  • To carry out all the procedure related to the allotment, transfer and transmission, buy back of shares of the Company.

  • Keeping the Companies Record and to maintain the Statutory Registers as required by the Companies Act, 2013.

  • To advice the Board of Directors of their legal obligations.

  • To represent the Company in front of various Regulators and Government Departments.

  • To guide the Directors about their Responsibilities and duties.

  • To be a liaison between the Company and the Stakeholders.

  • To do all such duties as assigned by the Board.

  • To do all such acts as may be prescribed under the various Laws applicable to the Company.


  • Employment in the Companies

  • Self-Employment (Practice)

  • Financial Advisory Services

  • Employment in Company Secretary Firm

  • Independent advisory capacity and support for procedures of licenses, registrations, loans, taxes, partnership deeds etc.

  • Specialists in banks in the fields of Finance, Accounts, Law and Merchant Banking

  • Organization whose affairs are conducted by boards, councils and other corporate structures e.g. companies, cooperative societies, trusts, associations, federations, commissions, board etc.

  • Government grades 1-1V in the Accounts Branch of the Central Company Law Service of the Department of Company Affairs

  • Research, and many more opportunities are there for a Company Secretary.


As per Section 2(60) of the Companies Act, 2013, A Company Secretary is regarded as the officer in default. So, the Company Secretary will be penalized whenever the Company in which he is employed, does not Company with the Act.

Lex comply

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