Compliance Management, Audit and Due Diligence · Secretarial Audit

Section 205: Functions of a Company Secretary

Updated 11 October 2026 · Fact-checked

Section 205 of the Companies Act, 2013 lists the functions of a company secretary. They include reporting to the Board on compliance with the Act, rules and other applicable laws, ensuring compliance with ICSI secretarial standards, and discharging other prescribed duties. It does not reduce the Board's own duties.

Understand Functions of Company Secretary under Section 205

A company secretary (CS) is the person who keeps a company on the right side of the law. Section 205 gives this role a statutory base. It says what the CS must do, not just what companies usually ask a CS to do.

The section has three functions in sub-section (1). 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 that the company complies with the applicable secretarial standards. Third, the CS discharges such other duties as may be prescribed.

The Explanation defines secretarial standards. They are the standards issued by the Institute of Company Secretaries of India and approved by the Central Government. Board meeting and general meeting standards are the common examples.

Sub-section (2) is a protective rule. Sections 204 and 205 do not affect the duties and functions of the Board of Directors, the chairperson, the managing director or a whole-time director under the Act or any other law. So the CS reports and ensures, but the Board stays responsible. Do not write that the CS is solely liable for compliance.

Link this to secretarial audit. Section 204 requires a secretarial audit report from a company secretary in practice for listed companies and prescribed classes. Section 205 is about the CS who serves the company. Section 204 is about the independent practising CS who audits. Keep the two roles apart in answers.

Key rules to remember

Function 1: Reporting: CS reports to the Board on compliance with the Act + rules + other applicable laws; Section 205(1)(a). The scope goes beyond the Companies Act to other laws applicable to the company.
Function 2: Secretarial standards: CS ensures the company complies with applicable secretarial standards; Section 205(1)(b). Standards are those issued by ICSI and approved by the Central Government.
Function 3: Prescribed duties: CS discharges such other duties as may be prescribed; Section 205(1)(c). Duties come from rules, so name them only if the question supplies them.
Saving of Board's duties: Sections 204 and 205 do not affect duties of Board, chairperson, MD or whole-time director; Section 205(2). Use it to show that responsibility is shared, not shifted to the CS.

How to solve Functions of Company Secretary under Section 205 questions

Use this method for any case or theory question on the functions of a company secretary.

1Identify whether the question is about the CS of the company (section 205) or the practising CS who does the secretarial audit (section 204).
2State the provision: quote the relevant clause of section 205(1) in your own words.
3List the facts: what did the CS do or fail to do, and for which law (Companies Act, rules, SEBI, FEMA or others)?
4Match each fact to a function: reporting, secretarial standards or prescribed duties.
5Apply section 205(2): note that the Board and executive directors keep their own duties.
6Conclude clearly: say whether the CS performed the function and what the CS should do now, such as reporting in writing to the Board.
7Add a practical point: a written report, a minute entry or a compliance certificate gives evidence.

Quickest way: Three-function check

When to use it: Use when you have limited time and the question asks you to list or test the functions of a CS.

Write the three functions in one line each: report, ensure standards, prescribed duties.
Tag each fact in the case to one function.
Add one line on section 205(2): Board duties are unaffected.
Close with a one-line conclusion.

Common mistakes in Functions of Company Secretary under Section 205

Saying the CS is solely responsible for all company compliance.
Students confuse the CS's role of reporting and ensuring with ownership of compliance.
Fix: Cite section 205(2): the duties of the Board, chairperson, MD and whole-time directors are not affected.
Limiting reporting to the Companies Act, 2013.
Students remember the heading and skip the words in clause (a).
Fix: Write that reporting covers the Act, the rules made under it and other laws applicable to the company.
Mixing section 204 and section 205.
Both sections appear together in the chapter and both concern a company secretary.
Fix: Section 204 is the secretarial audit by a company secretary in practice. Section 205 is the functions of the company secretary.
Defining secretarial standards loosely, such as any ICSI guidance.
Students ignore the Explanation to section 205.
Fix: State that they are standards issued by ICSI and approved by the Central Government.
Listing functions that are not in section 205, such as acting as liaison with authorities, as if they were statutory text.
Textbook summaries and practice lists mix statutory functions with practical duties.
Fix: Quote the three statutory functions first. Then add liaison and similar duties only as practical roles or as prescribed duties if the question says so.
Not concluding on the facts in a case question.
Students recite the law and stop.
Fix: End with a clear finding and a practical step, such as a written compliance report to the Board.

Worked examples

Example 1

Aarav Textiles Limited, a listed company, held its Board meeting without giving the notice period set by the applicable secretarial standard. Meera, the company secretary, noticed this but said nothing since the directors were present. Advise on Meera's position under section 205.

Show the solution

Provision: under section 205(1)(b), the CS must ensure that the company complies with applicable secretarial standards. Under section 205(1)(a), the CS reports to the Board on compliance with the Act, rules and other laws.
Facts: the notice requirement of the secretarial standard was not met, and Meera was aware of it.
Analysis: the notice requirement comes under function (b). Her silence means she did not ensure compliance and did not report the lapse to the Board.
Section 205(2) does not remove the Board's own duties, so the directors also share responsibility for the meeting arrangements.
Conclusion: Meera has not discharged her functions properly. She should report the lapse to the Board in writing, record it, and propose steps such as ratification where permitted and a process to prevent recurrence.

Answer: Meera failed to ensure compliance with the secretarial standard and to report the lapse to the Board, as section 205(1)(a) and (b) require. The Board's duties remain under section 205(2). She should report in writing and recommend corrective steps.

Example 2

Rahul, the CS of Bharat Metals Limited, tells the Board that all compliance responsibility rests with him, so directors need not review the compliance report. Is he correct?

Show the solution

Provision: section 205(1) lists reporting to the Board, ensuring compliance with secretarial standards and discharging other prescribed duties.
Section 205(2) states that sections 204 and 205 do not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director.
Application: Rahul's duty is to report on compliance and ensure standards are followed. It does not move the Board's duties to him.
Conclusion: his statement is wrong. The directors must still review the report and act on it.
Practical point: Rahul should present a written compliance report at Board meetings, and the minutes should record it.

Answer: Rahul is not correct. Under section 205(2), the Board's and executive directors' duties are unaffected. The CS reports and ensures compliance with standards, while the Board remains responsible.

Exam tips

Write the three functions of section 205(1) in the first few lines. Examiners look for them.
Always add section 205(2) in case questions about who is responsible.
Name the Explanation when asked about secretarial standards: ICSI-issued and Central Government-approved.
Keep section 204 (secretarial audit by a CS in practice) separate from section 205 in any answer that mentions both.
End with a practical step, such as a written report to the Board, since papers reward drafting and compliance points.

Practice questions from Secretarial Audit

Functions 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.

Functions of Company Secretary under Section 205: frequently asked questions

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

Section 205(1) lists three: reporting to the Board about compliance with the Act, the rules and other applicable laws, ensuring compliance with applicable secretarial standards, and discharging other prescribed duties.

What are secretarial standards under section 205?

The Explanation says 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.

Does section 205 make the company secretary responsible for all compliance?

No. Section 205(2) 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. The CS reports and ensures standards are followed, but the Board keeps its own duties.

What is the difference between section 204 and section 205?

Section 204 requires a secretarial audit report from a company secretary in practice for listed companies and prescribed classes. Section 205 sets out the functions of the company secretary of the company.