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Environmental, Social and Governance (ESG) - Principles and Practice · Empowerment of the Company Secretary Profession

Functions of Company Secretary under Section 205 of the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

Section 205 of the Companies Act, 2013 lists the company secretary's statutory functions: report to the Board on compliance with the Act, rules and other applicable laws; ensure the company complies with applicable secretarial standards; and discharge other prescribed duties. These do not reduce the Board's own duties.

Understand Functions of Company Secretary under Section 205

A company secretary (CS) is the person who keeps the company on the right side of the law. Section 205 puts this role into the statute. It gives the CS a defined compliance function, not just an administrative one.

The section has 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 that the company complies with applicable secretarial standards. Third, the CS discharges such other duties as may be prescribed.

The word "secretarial standards" has a fixed meaning here. The Explanation says it means standards issued by the Institute of Company Secretaries of India (ICSI), constituted under section 3 of the Company Secretaries Act, 1980, and approved by the Central Government. In practice, these are SS-1 (Board meetings) and SS-2 (general meetings).

Section 205(2) is a safeguard. 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 advises and reports. The Board and its officers remain responsible for their own duties. The CS is not a substitute for them.

The CS is also a professional who may be engaged elsewhere in the Act. For example, under section 291 a Company Liquidator may, with Tribunal sanction, appoint company secretaries (among other professionals) to assist in the liquidator's duties. That is a separate provision and not a function under section 205.

Key rules to remember

Function 1: Reporting
CS reports to the Board on compliance with the Act, the rules and other laws applicable to the company
Section 205(1)(a). The duty covers all applicable laws, not only the Companies Act.
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 the rules, not from the section itself.
Saving clause
Sections 204 and 205 do not affect the duties of the Board, chairperson, MD or whole-time director
Section 205(2). Use it to answer who stays responsible.

How to solve Functions of Company Secretary under Section 205 questions

Use this method for any question on section 205, whether it asks you to list functions or to apply them to a case.

  1. 1Identify what is asked: a list of functions, the meaning of a term, or a case where you must judge the CS's conduct.
  2. 2State the provision: section 205(1) with the three functions, in your own words.
  3. 3Pick the function that matches the facts: reporting, secretarial standards or prescribed duties.
  4. 4Define secretarial standards if the facts involve them: issued by ICSI and approved by the Central Government.
  5. 5Apply section 205(2): check whether the question tests that the Board's duties stay intact.
  6. 6Analyse the facts: what did the CS do or fail to do, and to whom did the CS report?
  7. 7Conclude clearly: whether the CS met the section 205 function, and who remains responsible.
  8. 8Add one practical point such as a written compliance report placed before the Board, or a note in the minutes.

Quickest way: Three functions plus one safeguard

When to use it: Use when you have little time or the question is a short 'state the functions' type.

  1. Write 'Section 205(1)' and the three functions in one line each.
  2. Add the Explanation: secretarial standards means ICSI standards approved by the Central Government.
  3. Add section 205(2): Board and officers keep their own duties.
  4. Close with one practical example, such as reporting a lapse in a Board meeting notice under SS-1.

Common mistakes in Functions of Company Secretary under Section 205

  • Saying the CS is responsible for all company compliance.

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

    Fix: The CS reports on compliance and ensures secretarial standards are followed. Section 205(2) keeps the Board's duties unaffected.

  • Limiting the reporting duty to the Companies Act, 2013.

    The section sits in that Act, so students assume it covers only that Act.

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

  • Saying any secretarial standard binds the company.

    Students forget the definition in the Explanation.

    Fix: State that the standards must be issued by ICSI and approved by the Central Government, and be applicable to the company.

  • Mixing up sections 204 and 205.

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

    Fix: Section 204 is secretarial audit; section 205 is the functions of the company secretary.

  • Inventing extra functions and attributing them to section 205.

    Students recall the CS's practical tasks, such as liaising with regulators, and attach them to the section.

    Fix: Keep section 205(1) to its three items. Mention other tasks as practice or as 'prescribed duties', without claiming they are in the text.

Worked examples

Example 1

State the functions of a company secretary under section 205 of the Companies Act, 2013. Also state what the section says about the duties of the Board.

Show the solution
  1. Provision: section 205(1) lists the functions of the company secretary.
  2. Function (a): report to the Board about compliance with the Act, the rules made under it and other laws applicable to the company.
  3. Function (b): ensure that the company complies with applicable secretarial standards, meaning standards issued by ICSI and approved by the Central Government.
  4. Function (c): discharge such other duties as may be prescribed.
  5. Section 205(2): 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.

Answer: The CS reports to the Board on compliance, ensures compliance with applicable secretarial standards, and discharges prescribed duties. The Board and its officers keep their own duties unaffected.

Example 2

Meridian Textiles Ltd, an Indian company, held a Board meeting with a notice shorter than the period required by the applicable secretarial standard. The company secretary, Ms Rao, knew this but said nothing, saying the directors were responsible for the meeting. Advise on her position.

Show the solution
  1. Provision: under section 205(1)(b), the CS must ensure the company complies with applicable secretarial standards. SS-1 on Board meetings is one such standard.
  2. Facts: Ms Rao knew of the short notice and did not act or report it.
  3. Analysis: under section 205(1)(a), she must also report to the Board about compliance with the Act, rules and other applicable laws. Staying silent does not meet either function.
  4. Her argument: section 205(2) keeps the directors' duties intact, so they remain responsible for their own duties. It does not remove her functions.
  5. Conclusion: she has not discharged her section 205 functions. Both she and the Board have duties.
  6. Practical point: she should have flagged the lapse before the meeting, advised issuing proper notice or obtaining valid consent, and recorded her advice.

Answer: Ms Rao's silence is inconsistent with her duties under section 205(1)(a) and (b). Section 205(2) preserves the directors' responsibility but does not excuse the CS.

Exam tips

  • Write the three functions with the section reference 205(1)(a), (b) and (c). Examiners reward exact structure.
  • Always mention the Explanation on secretarial standards when SS-1 or SS-2 appears in the facts.
  • In case questions, end with who remains responsible by citing section 205(2).
  • Do not cite section numbers you are unsure of. Describe the rule in words instead.
  • Link with section 204 only briefly, to show you can separate secretarial audit from the CS's functions.

Practice questions from Empowerment of the Company Secretary Profession

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?

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

Does section 205 make the company secretary liable for all non-compliance?

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 CS's function is to report and ensure secretarial standards compliance.

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. SS-1 on Board meetings and SS-2 on general meetings are the best-known examples.

Is liaising with regulators a function under section 205?

Section 205(1) does not list it in those words. It is a common practical task and may arise from prescribed duties or company practice. In exams, attribute only the three listed functions to the section.