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Functions of a Company Secretary under the Companies Act of 2013

Members of self-governing professions must obey the law. They must also follow ethics. They must take responsibility for their work. They must also focus on the public and societal interests. A key part of the profession is keeping strict ethics and morals. This means sticking to high standards of behavior. The Company Secretary (CS) has to follow a strict set of rules in the self-regulated system. Regulators see the CS as an ethical and trustworthy professional. They impressed the company sector with their good judgment and skill.

Profession as a Company Secretary

The Companies Act, 2013 clearly keeps the duty for Public and Private Companies. They must have a Company Secretary. The modern Company Secretary's duties have changed. They used just to take notes at board meetings or be an "administrative employee of the board." Now, they are advisers to the board. They also handle the organization's operations. They also handle its corporate governance.

A really important job in a company is being the Company Secretary (CS). A Company Secretary is competent. They manage the legal parts of a company or sole proprietorship. A controller keeps and analyzes the company’s tax returns. They also save records and warn the board of directors about the company’s financial health. They ensure compliance with legal standards and laws. To act as a Company Secretary, a person must complete training and pass exams.

The Institute of Company Secretaries of India governs the profession. It also upholds Company Secretaries. The ICSI trains and educates thousands of people. They aspire to be Company Secretaries. There are now around 65,000 members.

Requirements for becoming a Company Secretary.

A Company Secretary must obey rules set by the Indian Government. This is required by Section 2(24) of the Companies Act, 2013. A Company Secretary must also meet the conditions. The conditions are in the Companies (Secretary’s Requirements) Rules of 1975.

The Secretary of the Company must be a member of the ICSI. The ICSI is the Institute of Company Secretaries of India. This is required if the company has a paid-up capital of 50 lakhs.

A Private Limited Company has a paid-up capital exceeding 50 lakhs. The Secretary must be a member of the ICSI. The Secretary must meet one or more of the qualifications. They must be a member of the ICSI and have a law degree from a reputable university. You need to be a member of the Indian Institute of Cost and Works Accountants. It would be best to also have a postgraduate degree in Commerce from a good university. And, you need a Company Law Diploma from any India Law Institute.

Role of Company Secretary under the Companies Act, 2013

The Company Secretary is a vital part of the team. They must handle their duties carefully. He must also mentor legally. He must ensure that all business activities follow the law. If not, he may be held accountable and fired for deceit or violating the company’s rights. The secretary is the organization’s main point of contact. They work with its owners, board, regulators, and others.

Section 205 of the Companies Act of 2013 says their duties are:

  • You need to give allotment and registration info to the registrar. You also need to apply for a share capital increase and watch the delivery of share certificates.

  • Maintaining a list of share warrant holders 

  • Follow the law and submit annual reports.

  • The declaration must be released first. Then, the certificate may be issued.

  • Keeping records of the required books

  • We send meeting updates and general meeting announcements to all members. They are at non-banking financial institutions. 

  • Financial statements and reports must be signed. This includes the Balance Sheet and Profit & Loss Statements. They must also be authenticated.

  • File a resolution with the registrar within a 30-day period.

  • Maintaining detailed records of all board and general meetings.

  • Adhering to the Board's regulations

  • Making sure the company follows all the needed secretarial standards.

  • To handle any extra duties required by the Companies Act.

  • You will confirm and submit signed returns and forms. You will supervise the TDS authentication and filing process. You will make sure the right amount of TDS is taken from employees’ salaries. You will keep TDS reports up to date. You will submit TDS to the government.

Responsibilities of a Company Secretary under the Companies Act, 2013

A Company Secretary plays a crucial role in the smooth functioning of a company. In India, the Companies Act, 2013 has listed many functions for a company secretary.

  • Ensuring Compliance with Laws and Regulations: A company secretary's key job is to ensure compliance with laws and rules. The company secretary must ensure that the company follows the Companies Act, 2013, and other laws. The company secretary also makes sure the company's policies follow the relevant laws. They also ensure the company's procedures do.

  • Board Meetings and General Meetings: The company secretary organizes and runs board and general meetings. The company secretary prepares the agenda. They circulate the relevant documents. They also ensure that the meetings follow the Companies Act, 2013.

  • Keeping statutory registers and records: The company secretary maintains many legal registers. They also keep records. These include the member register, director register, charge register, and the minutes of board and general meetings. The company secretary ensures that these records are kept as required by the Companies Act, 2013.

  • Filing of Forms and Returns: The company secretary submits forms and returns to the Registrar of Companies (ROC). This includes annual returns. They also include forms for appointing and resigning directors. And they include forms for issuing and transferring shares. The company secretary makes sure to file these forms and returns on time. They must do so by the deadlines.

  • Corporate Governance: The company secretary has a key role. They promote effective governance. The company secretary makes sure the company is ethical. They make sure that it follows good business practices. They stick to the principles of clarity. They also stick to the principles of responsibility and fairness. The company secretary also makes sure the company’s policies follow the best corporate governance. They make sure the procedures do too.

  • Advising the Board of Directors: The secretary provides advice to the board. It is on various matters. These include obeying the law. They also include rules for companies. And, they include managing risk. The company secretary also guides the board of directors. They help interpret and apply the rules of the Companies Act of 2013. They also help with other important laws.

  • Communication with Shareholders: The company secretary communicates with shareholders. They are responsible for this. The company secretary ensures the company talks well with its shareholders. They also give them timely and accurate information. The secretary also ensures that the company follows the rules in the Companies Act of 2013. These rules relate to communicating with shareholders.

How can a Company Secretary support you?

A Company Secretary can assist you with the following:

  • Corporate Coordinator: The Companies Act of 2013 gives certain rights to a secretary. They can promote and incorporate companies. They also handle company certification. They also do audits. They sign annual returns. They also handle corporate restructuring and takeovers. They transparently scrutinize voting and reporting. They administer revival of sick companies. They can serve as a technical member of the Company Law Tribunal. They also must investigate tax and other crimes.

  • As an Auditor: The checklist gives a secretary the power to attach an Audit Report to officials. They attach it as an MR-3. This is to ensure that the company follows the rules in general laws and legal acts. It is also to tell the government about any offensive fraud cases found. This is done to make sure the company follows the law. It also keeps discipline within the organization.


    In conclusion, the company secretary's role is vital. They are key for a company's smooth operation. The Companies Act, 2013 has defined the duties of a company secretary. Companies must ensure their secretary performs these duties. They must perform them well. It's crucial. A good company secretary can help a company follow laws and rules. They can also ensure good governance. They can also communicate well with shareholders.


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