Chapter XIII - Appointment and Remuneration of Managerial Personnel
Section 205
Section 205: functions of company secretary
Section 205 lists the functions of a company secretary: reporting to the Board on compliance with the Act, the rules and other applicable laws; ensuring compliance with applicable secretarial standards; and discharging other prescribed duties.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) The functions of the company secretary shall include,—(a) to report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company; (b) to ensure that the company complies with the applicable secretarial standards; (c) to discharge such other duties as may be prescribed. Explanation.—For the purpose of this section, the expression “secretarial standards” means secretarial standards issued by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government. (2) The provisions contained in section 204 and section 205 shall not affect the duties and functions of the Board of Directors, chairperson of the company, managing director or whole-time director under this Act, or any other law for the time being in force.
Introduction
"Secretarial standards" means standards issued by the Institute of Company Secretaries of India and approved by the Central Government. Sub-section (2) makes clear that sections 204 and 205 do not dilute the duties of the Board, the chairperson, the managing director or whole-time directors.
Section 205 commenced on 1 April 2014 under S.O. 902(E). The India Code consolidated text shows no amendment, and its text matches the 2013 Gazette.
Key takeaways
Compliance reporting
Report to the Board on compliance with the Act, the rules and other applicable laws.
Secretarial standards
Ensure the company complies with applicable secretarial standards.
Prescribed duties
Discharge other duties prescribed by rules.
Board remains responsible
Sections 204 and 205 do not affect the duties of the Board and senior directors.
Statutory functions
Under sub-section (1), the functions of the company secretary include: (a) reporting to the Board about compliance with the provisions of the Act, the rules made under it and other laws applicable to the company; (b) ensuring that the company complies with the applicable secretarial standards; and (c) discharging such other duties as may be prescribed. The word "include" means the list is not exhaustive.
Secretarial standards
The Explanation defines "secretarial standards" as standards issued by the Institute of Company Secretaries of India, constituted under section 3 of the Company Secretaries Act, 1980, and approved by the Central Government. Section 118(10) separately requires every company to observe the secretarial standards on general and board meetings.
Board and directors remain responsible
Under sub-section (2), sections 204 and 205 do not affect the duties and functions of the Board of Directors, the chairperson, the managing director or whole-time director under the Act or any other law. The company secretary supports compliance; the Board’s own responsibility is unchanged.
Practical preparation
Put a periodic compliance report to the Board on the agenda; maintain a compliance calendar covering the Act, rules and other applicable laws; check board and general meeting processes against the applicable secretarial standards; record any additional prescribed duties in the company secretary’s role description.
Practical checklist
Do
- Table a structured compliance report at board meetings.
- Use a checklist based on the applicable secretarial standards for every meeting.
Avoid
- Do not treat the company secretary’s role as shifting the Board’s responsibility for compliance.
Illustrative example
Hypothetical: setting up a compliance reporting cycle
A newly appointed company secretary of a listed company wants to structure compliance reporting.
Calendar
She builds a calendar of filings and obligations under the Act, rules and other applicable laws.
Report
A compliance report is tabled at each board meeting.
Standards
Board and general meeting procedures are checked against the applicable secretarial standards.
Outcome
- The Board receives regular assurance while retaining its own responsibility for compliance.
Glossary
- Company secretary
- Under section 2(24), a company secretary as defined in section 2(1)(c) of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a company secretary under the Act.
- Secretarial standards
- Standards issued by the ICSI and approved by the Central Government.
- Key managerial personnel
- Officers listed in section 2(51), which include the company secretary.
Frequently asked questions
Is the company secretary responsible for all compliance?
The company secretary reports on compliance and ensures secretarial standards are followed, but sub-section (2) preserves the duties of the Board, chairperson, managing director and whole-time directors.
Are the listed functions exhaustive?
No. The section says the functions "shall include" those listed, and further duties may be prescribed.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026