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Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Functions of Company Secretary under Section 205

Updated 11 October 2026 · Fact-checked

Section 205 of the Companies Act, 2013 lists the functions of a company secretary. You must report to the Board on compliance with the Act, the rules and other applicable laws. You must ensure the company follows applicable secretarial standards. You must also perform other prescribed duties. Board duties stay unaffected.

Understand Role of Company Secretary under Section 205

A company is run by its Board. The Board needs someone who knows the law and keeps the process clean. That person is the company secretary. Section 205 sets out what the law expects of that role.

Section 205(1) gives three functions. First, report to the Board about compliance with the Act, the rules made under it and other laws applicable to the company. Second, ensure that the company complies with applicable secretarial standards. Third, discharge such other duties as may be prescribed.

The Explanation to the section defines secretarial standards. They are the 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. This is why SS-1 and SS-2 matter in board processes.

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. The company secretary advises and reports. Responsibility for decisions stays with the Board and its officers.

In practice, the secretary also works as a link between the Board, shareholders, regulators and other stakeholders. That linking role is a practical description of the job. The section itself states only the three functions above, so anchor your answer on them.

Key rules to remember

Function 1: Reporting
Report to the Board about compliance with the Act, the rules made thereunder and other laws applicable to the company
Section 205(1)(a). Covers the Act, rules and other applicable laws, not only the Companies Act.
Function 2: Secretarial standards
Ensure 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: Other duties
Discharge such other duties as may be prescribed
Section 205(1)(c). The duties come from the rules, not from the section itself.
Savings clause
Sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director
Section 205(2). The secretary does not take over Board responsibility.

How to solve Role of Company Secretary under Section 205 questions

Use this method for any question on the role or functions of a company secretary. Tie each point to the text of the section.

  1. 1Read the question and note whether it asks for functions, a scenario, or the limits of the role.
  2. 2State the provision: section 205(1) of the Companies Act, 2013.
  3. 3List the three functions in order: reporting to the Board, ensuring compliance with secretarial standards, and other prescribed duties.
  4. 4Define secretarial standards if the question touches on them: issued by ICSI and approved by the Central Government.
  5. 5Apply the facts: identify which function the situation tests and what the secretary should do.
  6. 6Check section 205(2): say who stays responsible, the Board and its officers.
  7. 7Conclude with a clear answer and a practical point, such as reporting in writing or placing the matter before the Board.

Quickest way: Three functions plus one limit

When to use it: Use when you have little time or the question is a short note on section 205.

  1. Write: Section 205(1) lists three functions.
  2. Give them in one line each: report compliance to the Board; ensure secretarial standards compliance; other prescribed duties.
  3. Add the Explanation: standards are ICSI-issued and Central Government-approved.
  4. Close with section 205(2): Board duties are not affected.

Common mistakes in Role of Company Secretary under Section 205

  • Saying the secretary is personally responsible for all compliance of the company

    Students confuse reporting on compliance with owning it.

    Fix: Section 205(1)(a) requires reporting to the Board. Section 205(2) keeps the Board's duties intact.

  • Limiting the reporting function to the Companies Act only

    Students remember the section as part of the Act and stop there.

    Fix: Write all three: the Act, the rules made under it and other laws applicable to the company.

  • Treating all secretarial standards as binding because they exist

    The word standards sounds universal.

    Fix: The section covers applicable standards, meaning those issued by ICSI and approved by the Central Government.

  • Mixing up sections 204 and 205

    Both deal with secretarial matters and appear together in section 205(2).

    Fix: Section 204 is secretarial audit by a company secretary in practice. Section 205 lists the functions of the company secretary.

  • Adding functions the section does not state, such as signing the financial statements

    Students describe the job from practice instead of from the section.

    Fix: Keep statutory functions separate from practical roles. Label practical points as practice, and name any duties as prescribed ones only if you are sure.

  • Giving a list with no application to the facts

    Students recall the provision but skip analysis.

    Fix: Follow provision, analysis, conclusion. Link each function to the facts given.

Worked examples

Example 1

Aarav Textiles Limited's Board plans to pass a resolution by a method that the applicable secretarial standard does not permit for that matter. Ms. Nair, the company secretary, notices this. Advise on her role under section 205.

Show the solution
  1. Provision: section 205(1)(b) requires the company secretary to ensure that the company complies with applicable secretarial standards.
  2. Meaning of the standards: secretarial standards are those issued by ICSI and approved by the Central Government.
  3. Analysis: the proposed method conflicts with an applicable standard. This falls squarely within her function under clause (b).
  4. Related function: under section 205(1)(a) she should also report the compliance concern to the Board.
  5. Limit: under section 205(2) the Board's duties are not affected, so the Board decides, but it does so with her advice on record.
  6. Practical point: she should raise the issue before the meeting, suggest the compliant method and record her advice.

Answer: Ms. Nair must advise the Board against the non-compliant method and propose a compliant one. This follows from section 205(1)(a) and (b). The Board remains responsible for its decision under section 205(2).

Example 2

Write a short note on the functions of a company secretary under section 205 of the Companies Act, 2013.

Show the solution
  1. Introduce: section 205(1) sets out the functions of the company secretary.
  2. Function one: report to the Board about compliance with the Act, the rules made thereunder and other laws applicable to the company.
  3. Function two: ensure the company complies with applicable secretarial standards, which are standards issued by ICSI and approved by the Central Government.
  4. Function three: discharge such other duties as may be prescribed.
  5. Limit: under section 205(2), sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director.
  6. Conclude: the secretary is the Board's compliance adviser and reporter, while decision-making responsibility stays with the Board.

Answer: Section 205(1) gives three functions: reporting compliance to the Board, ensuring compliance with applicable secretarial standards, and other prescribed duties. Section 205(2) preserves the duties of the Board and its officers.

Exam tips

  • Quote section 205(1)(a), (b) and (c) in order. Examiners look for all three functions.
  • Always define secretarial standards using the Explanation: ICSI-issued and Central Government-approved.
  • In case questions, name the function being tested, apply it to the facts, then conclude with a practical step.
  • Mention section 205(2) when the facts suggest the secretary is being blamed for a Board decision.
  • Do not confuse this section with secretarial audit under section 204, which is done by a company secretary in practice.

Practice questions from Board Processes through Secretarial Standards

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?

Section 205(1) lists three. The secretary reports to the Board about compliance with the Act, the rules and other applicable laws. The secretary ensures compliance with applicable secretarial standards. The secretary also discharges other prescribed duties.

What are secretarial standards under section 205?

The Explanation defines them as standards issued by ICSI and approved by the Central Government. They guide how Board and general meetings and related processes are run.

Does section 205 make the company secretary liable for the Board's decisions?

No. Section 205(2) says sections 204 and 205 do not affect the duties and functions of the Board, chairperson, managing director or whole-time director. The secretary reports and advises on compliance.

How is section 205 different from section 204?

Section 204 requires a secretarial audit report, given by a company secretary in practice, for listed companies and other prescribed companies. Section 205 sets out the functions of the company secretary of the company.