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Compliance Management, Audit and Due Diligence · Compliance Framework

Section 205: Functions of Company Secretary Explained

Updated 11 October 2026 · Fact-checked

Section 205 of the Companies Act, 2013 lists the functions of a company secretary. These include reporting to the Board on compliance with the Act, the rules and other applicable laws, ensuring compliance with secretarial standards, and discharging other prescribed duties. The Board's own duties stay unaffected.

Understand Role of Company Secretary under Section 205

A company must follow many laws: the Companies Act, SEBI rules, FEMA, labour and tax laws. Someone inside the company must watch this and tell the Board where it stands. Section 205 gives that job to the company secretary (CS).

The section lists three functions. First, the CS reports to the Board about compliance with the Act, the rules made under it and other laws applicable to the company. Second, the CS ensures the company complies with the applicable secretarial standards. Third, the CS discharges such other duties as may be prescribed.

The Explanation defines secretarial standards: 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. A standard that is not approved by the Central Government does not fit this definition.

Section 205(2) is a safeguard. Sections 204 and 205 do not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director under the Act or any other law. So the CS advises and reports. The Board and its officers remain answerable for their own duties. The CS is not a substitute for them.

In practice, the CS acts as the company's compliance officer: tracking due dates, filing returns, keeping registers, preparing board papers and flagging breaches. Treat this label as the practical description of the section 205 role. The words 'compliance officer' do not appear in section 205 itself, though other laws, such as SEBI regulations for listed entities, name a compliance officer separately.

Key rules to remember

Function 1: Reporting
CS reports to the Board on compliance with the Act, the rules and other applicable laws
Section 205(1)(a). Covers laws beyond the Companies Act, as long as they apply to the company.
Function 2: Secretarial standards
CS ensures the company complies with applicable secretarial standards
Section 205(1)(b). Standards are issued by ICSI and approved by the Central Government.
Function 3: Other duties
CS discharges such other duties as may be prescribed
Section 205(1)(c). Duties come from rules, not from the CS's own choice.
Board's duties preserved
Sections 204 and 205 do not affect duties of the Board, chairperson, MD or WTD
Section 205(2). The CS does not take over or reduce director responsibility.

How to solve Role of Company Secretary under Section 205 questions

Use this method for any question on the CS's role or functions under section 205, whether it asks for a list, a case analysis or a drafting point.

  1. 1Identify what the question asks: the functions, the limits, or a fact situation where someone has acted or failed to act.
  2. 2State the rule: name section 205(1) and list the three functions in your own words.
  3. 3Match each fact to a function. A report to the Board is clause (a). A secretarial standard issue is clause (b). A prescribed duty is clause (c).
  4. 4Check the limit in section 205(2). Ask whether the Board or a director is trying to shift their own duty onto the CS.
  5. 5Apply to the facts: say who should have reported, what should have been reported and to whom.
  6. 6Conclude clearly and add a practical point, such as a compliance calendar, a board note or a minuted report.

Quickest way: Three functions plus one limit

When to use it: Use it when time is short, or for a 5 to 8 mark short note on section 205.

  1. Write: Section 205 sets the CS's functions.
  2. List the three: report to Board, ensure secretarial standards compliance, other prescribed duties.
  3. Add the definition of secretarial standards: ICSI-issued and Central Government approved.
  4. Add section 205(2): Board duties are not affected.
  5. Close with one fact-based line, naming the CS's action in the case.

Common mistakes in Role of Company Secretary under Section 205

  • Saying the CS is personally responsible for all company compliance.

    Students read 'compliance' as the CS's whole job.

    Fix: Write that the CS reports and ensures standards compliance. Section 205(2) keeps the Board's and directors' duties intact.

  • Limiting the reporting duty to the Companies Act.

    Students remember only the Act.

    Fix: Quote the text: the Act, the rules made under it and other laws applicable to the company.

  • Claiming section 205 uses the words 'compliance officer'.

    Textbooks and practice use the phrase freely.

    Fix: Say the CS acts in practice as the compliance officer, and keep the statutory functions as listed in section 205(1).

  • Treating any standard as a secretarial standard.

    Students forget the definition in the Explanation.

    Fix: State that the standards are issued by ICSI and approved by the Central Government.

  • Mixing up sections 204 and 205.

    They are read together in section 205(2).

    Fix: Remember: section 204 is secretarial audit, section 205 is the CS's functions.

Worked examples

Example 1

Kaveri Textiles Ltd has a whole-time company secretary. The managing director tells the CS: 'You are responsible for compliance, so we as directors need not review the compliance reports.' Advise whether this view is correct under section 205.

Show the solution
  1. Provision: section 205(1) makes the CS report to the Board on compliance and ensure secretarial standards compliance.
  2. Analysis: these are reporting and ensuring functions. They help the Board act. They do not transfer the Board's duties.
  3. Limit: section 205(2) says sections 204 and 205 do not affect the duties of the Board, chairperson, managing director or whole-time director.
  4. Application: the managing director cannot avoid his own duties by pointing to the CS. The Board must read the CS's reports and act on them.
  5. Practical point: the CS should place compliance reports before the Board regularly and have the discussion minuted.

Answer: The view is incorrect. The CS reports and ensures standards compliance, but under section 205(2) the duties of the Board and the managing director remain unaffected.

Example 2

Anand Pharma Ltd holds its board meetings without following the applicable secretarial standard on meetings. The CS knew but said nothing to the Board. Which function of the CS under section 205 was not performed?

Show the solution
  1. Provision: section 205(1)(b) requires the CS to ensure that the company complies with applicable secretarial standards.
  2. Definition: secretarial standards are those issued by ICSI and approved by the Central Government, so the standard on meetings falls within it if so approved and applicable.
  3. Analysis: the CS knew of the non-compliance and did not act. This is a failure to ensure compliance.
  4. Reporting: section 205(1)(a) also requires reporting to the Board on compliance with the Act and other applicable laws. A prompt report on the lapse is the sensible step.
  5. Conclusion and practical point: the CS should have flagged the lapse, advised corrective steps and recorded the advice.

Answer: The CS failed the function in section 205(1)(b) of ensuring compliance with applicable secretarial standards, and should have reported the lapse to the Board.

Exam tips

  • Begin every answer with the section number and the three functions. It gives you quick marks.
  • In case questions, tie each fact to clause (a), (b) or (c) by name.
  • Always mention section 205(2) when the question hints that the CS is being blamed for the Board's duty.
  • Use the phrase 'applicable secretarial standards' and define them in one line.
  • End with a practical step, such as a compliance calendar or a minuted report to the Board.

Practice questions from Compliance Framework

Role of Company Secretary under Section 205 in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Role of Company Secretary under Section 205: frequently asked questions

What are the functions of a company secretary under section 205?

The CS reports to the Board about compliance with the Act, the rules and other applicable laws. The CS also ensures compliance with applicable secretarial standards and discharges other prescribed duties.

Does section 205 make the company secretary the compliance officer?

Section 205 does not use that term. In practice the CS performs the compliance role. Some other laws, such as SEBI regulations, separately provide for a compliance officer.

What does section 205(2) say?

It says sections 204 and 205 do not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director under the Act or any other law. Their responsibility stays with them.

What are secretarial standards under section 205?

They are standards issued by the Institute of Company Secretaries of India and approved by the Central Government. The CS must ensure the company complies with the applicable ones.