Background 

• Company secretary or secretary means a company secretary (CS) as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a company secretary under this Act [Section 2 (24) of the Companies Act, 2013]. 
• Key Managerial Personnel, in relation to a company, means—

• • the Chief Executive Officer or the managing director or the manager;
  • the company secretary;
  • the whole-time director;
  • the Chief Financial Officer;
  • such other officer, not more than one level below the Directors who is in whole-time employment, designated as key managerial personnel by the Board; and
  • such other officer as may be prescribed

[Section 2(51) of the Companies Act 2013]

• Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel:

• • Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
  • Company Secretary; and
  • Chief Financial Officer

[Section 203 of Companies Act 2013 read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

• Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary [Rule 8A of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

• The functions of the CS shall be as per Section 205 of the Companies Act, 2013 :

• • Report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company;
  • Ensure that the company complies with the applicable secretarial standards;
  • Discharge such other duties as may be prescribed.

• Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 lists out the duties of a CS which are reiterated below:

• • to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers;
  • to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;
  • to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;
  • to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act;
  • to assist the Board in the conduct of the affairs of the company;
  • to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and
  • to discharge such other duties as have been specified under the Act or rules; and
  • such other duties as may be assigned by the Board from time to time.