Which companies must appoint a whole-time Company Secretary?

Public and private companies with paid-up capital of ₹10 crore or more must appoint a whole-time Company Secretary as KMP under Section 203. Others may use a practising CS.

What is the consequence of poor secretarial practices?

Late filing penalties (₹100/day), director disqualification, invalid meeting resolutions, adverse Secretarial Audit findings, and due diligence failures during fundraising or M&A processes.

Secretarial Practices for Companies

Q: What are Secretarial Standards and are they mandatory?

SS-1 (Board Meetings) and SS-2 (General Meetings) issued by ICSI are mandatory under Section 118(10). Non-compliance makes meeting proceedings procedurally defective.

Q: What is a Secretarial Audit and which companies need it?

An independent compliance review in Form MR-3 by a practising CS. Mandatory for listed companies, public companies with capital ≥ ₹50 crore or turnover ≥ ₹250 crore, and companies with borrowings ≥ ₹100 crore.

Q: What statutory registers must every company maintain?

Register of Members (MGT-1), Directors (MBP-1), Charges (CHG-7), Related Party Contracts (MBP-4), Loans & Investments (MBP-2), Share Transfers, Debenture Holders, and minutes books.

End-to-End Corporate Secretarial Support to Keep Your Company Governance Clean and Fully Compliant

Secretarial practices encompass the full range of corporate governance and administrative functions required to run a company in compliance with the Companies Act, 2013 — from board meeting management and resolution drafting to statutory register maintenance, MCA filing coordination, and annual compliance tracking. For many companies, maintaining robust secretarial practices is the difference between a clean compliance record and a backlog of penalties, director disqualifications, and regulatory notices.

Under the Companies Act, companies above specified thresholds must appoint a whole-time Company Secretary as a Key Managerial Personnel. Smaller companies often engage a practising Company Secretary for outsourced secretarial services. Whether for MGT-7 annual return filing, AOC-4 financial statement filing, ADT-1 auditor appointment, MOA or AOA amendments, or event-based MCA forms, secretarial practices form the backbone of company compliance. We provide structured, calendar-driven secretarial support across all aspects of company governance.

Our Secretarial Practice Services

Board Meeting Management

Preparing board meeting notices, agenda, attendance registers, and minutes of board meetings as per the Secretarial Standards (SS-1) issued by ICSI — ensuring every meeting is procedurally valid.

Annual General Meeting Support

Drafting AGM notice with all statutory disclosures, preparing the Directors' Report, proxy forms, voting results, and minutes of AGM in compliance with Secretarial Standard SS-2.

Statutory Register Maintenance

Maintaining all statutory registers mandatorily required under the Companies Act — Register of Members, Register of Directors, Register of Charges, Register of Contracts, Register of Investments, and others.

MCA Filing Coordination

Tracking due dates and coordinating timely filing of all periodic and event-based MCA forms — MGT-7, AOC-4, ADT-1, SH-7, MGT-14, INC-22, and others — to maintain a zero-penalty compliance record.

Resolution Drafting

Drafting board resolutions and shareholder resolutions for all types of company decisions — routine approvals, special business, structural changes, and compliance-related authorisations.

Compliance Calendar & Audit

Preparing and maintaining a structured annual compliance calendar covering all periodic and event-based obligations, and conducting periodic secretarial audits to identify and remedy compliance gaps.

Core Secretarial Obligations Under the Companies Act

Board meetings: minimum 4 per year with not more than 120 days gap between any two meetings
AGM: within 6 months of the end of the financial year — must be held every year
Annual filings: MGT-7 within 60 days and AOC-4 within 30 days of the AGM
DIR-3 KYC for all directors annually by 30 September each year
Secretarial Audit Report (MR-3) mandatory for companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore
Whole-time Company Secretary (KMP) mandatory for public companies with paid-up capital ≥ ₹10 crore
All statutory registers must be maintained at the registered office and available for inspection at AGM
Secretarial Standards SS-1 (Board Meetings) and SS-2 (General Meetings) are mandatory for all companies

Frequently Asked Questions

Which companies are required to appoint a whole-time Company Secretary?

Under Section 203 of the Companies Act, all public companies with paid-up share capital of ₹10 crore or more are required to appoint a whole-time Company Secretary as a Key Managerial Personnel. Private companies with paid-up capital of ₹10 crore or more must also appoint a whole-time CS. Companies below this threshold may use the services of a practising Company Secretary for periodic compliance without a full-time appointment.

What are Secretarial Standards and are they mandatory?

Secretarial Standards are guidelines issued by the Institute of Company Secretaries of India (ICSI) governing the procedural aspects of board and general meetings. SS-1 covers Board Meetings and SS-2 covers General Meetings. Under Section 118(10) of the Companies Act, every company must observe Secretarial Standards with respect to general and board meetings. Non-compliance with Secretarial Standards renders the proceedings of a meeting procedurally defective.

What is a Secretarial Audit and which companies need it?

A Secretarial Audit is an independent review of a company's compliance with the Companies Act, SEBI regulations, FEMA, and other applicable laws, conducted by a practising Company Secretary who issues the Secretarial Audit Report in Form MR-3. It is mandatory for: all listed companies, public companies with paid-up capital of ₹50 crore or more, public companies with turnover of ₹250 crore or more, and companies with outstanding loans or borrowings exceeding ₹100 crore. The MR-3 report must be attached to the Board's Report filed with AOC-4.

What statutory registers must every company maintain?

The Companies Act mandates maintenance of the following key registers: Register of Members (MGT-1), Register of Directors and Key Managerial Personnel (MBP-1), Register of Charges (CHG-7), Register of Contracts with Related Parties (MBP-4), Register of Loans and Investments (MBP-2), Register of Share Transfers, Register of Debenture Holders, and minutes books of board and general meetings. These registers must be kept at the company's registered office and are open to inspection by members and the Registrar.

What is the consequence of not following proper secretarial practices?

Poor secretarial practices can result in: penalties for late filing of MCA forms (₹100 per day per form), director disqualification under Section 164 for consecutive filing defaults, invalid board or general meeting resolutions due to procedural defects, inability to enforce decisions made at improperly convened meetings, adverse findings in Secretarial Audit Reports, and difficulty in due diligence during fundraising, M&A, or listing processes where clean secretarial records are essential.