What Are Company Secretarial Services? A Guide for Indian Companies

What does company secretarial work cover?

Company secretarial work turns business decisions into valid approvals, accurate records and the statutory filings that follow. It covers board and shareholder meetings, resolutions, minutes, statutory registers, annual financial and corporate returns, and filings triggered by changes in directors, capital or the registered office. Its scope follows the company’s legal classification and actual transactions.

Start with the decision rather than the form. An investment may need review of the articles, board approval, shareholder approval, a valuation and an allotment return. Uploading a return does not cure an approval that was required beforehand. The compliance file should connect the proposal, supporting papers, resolution, filing acknowledgement and updated register so a reviewer can follow the whole transaction.

Routine work includes maintaining a compliance calendar and checking whether conditional returns apply. Event-based work arises when facts change: a director resigns, a charge is created, shares are allotted or the office moves. Assign an internal owner to report these events promptly. An external adviser cannot meet an event deadline if information only arrives at year-end.

How should board meetings and minutes be managed?

Meetings must satisfy the Companies Act and the Secretarial Standards issued by ICSI: SS-1 for board meetings and SS-2 for general meetings. The record should show proper notice, agenda, attendance, quorum, disclosures and decisions. Minutes document proceedings and resolutions; they are not an informal summary of a conversation between founders.

A meeting file normally holds the notice and proof of delivery, agenda papers, attendance and interest disclosures, draft and signed minutes, and certified extracts used for later action. Distinguish a matter discussed from a resolution actually passed. Identify interested directors and apply the participation rules. Where directors join electronically, follow the current procedural requirements rather than treating any video call as a valid meeting.

Minutes should be prepared, circulated and signed within the timelines in SS-1 and SS-2, with corrections handled transparently. Never backdate a meeting to suit a bank or filing deadline. Resolutions by circulation have their own requirements. A rolling meeting plan gives directors time to review papers and helps the accounts team prepare reliable figures for approval of financial statements.

Which statutory registers must a company maintain?

Statutory registers record ownership, officers and specified interests or transactions. They include the registers of members, directors and key managerial personnel, charges, and contracts or arrangements in which directors are interested. Registers should be updated when the underlying event happens, not reconstructed just before the annual return is filed.

An investor cap table is useful commercially, but it does not replace the statutory register of members. Reconcile allotments, transfers and share certificates against the accounting records and ROC filings. Where a spreadsheet differs from the legal record, trace the underlying transaction and approval before changing either. Evidence matters more than a tidy summary.

Set clear custody and access arrangements for physical and electronic records, and keep supporting documents for every entry. When an adviser changes, hand over registers, filed forms and acknowledgements with an index. This reduces the risk of missing documents during investor due diligence, a lender review or a later share transfer involving a non-resident.

When must a company appoint a whole-time company secretary?

A private company must appoint a whole-time company secretary only when its paid-up share capital reaches ₹10 crore or more. Below that level the appointment is not mandatory, although the company still has governance and filing duties. Outsourced secretarial support helps with the work but does not replace a mandatory whole-time appointment once the threshold applies.

The test is paid-up capital, not authorised capital or a fundraising valuation. Review the position whenever a capital increase is planned rather than only at year-end. Listed companies and public companies meeting the applicable thresholds have separate whole-time key managerial personnel requirements, so confirm the company’s legal class before applying any threshold.

Companies below the threshold can manage routine work internally and engage qualified professionals for specific assignments. The board remains responsible for governance. A clear engagement should set out who prepares, reviews, signs and follows up on each item, and should identify early any report or certificate that only a particular kind of professional is permitted to sign.

What relaxations apply to small companies and OPCs?

From 1 December 2025 (G.S.R. 880(E)), a small company is one with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, subject to statutory exclusions. Qualifying small companies and OPCs hold fewer board meetings, file the simpler MGT-7A annual return, need not prepare a cash flow statement and face lower penalties under section 446B.

Both limits must be met. Public companies, holding and subsidiary companies, section 8 companies and companies governed by a special Act cannot be small companies, whatever their figures. Apply the definition in section 2(85) to the company’s actual capital and turnover, rather than assuming every SME is legally a small company.

The reduced board-meeting rule requires at least two meetings a year, one in each half of the calendar year, at least 90 days apart; an OPC with a single director has a separate exception. Section 446B lowers penalties for eligible companies within its limits. It does not remove additional filing fees, extend deadlines or excuse inaccurate returns.

What can a practising CA certify, and what is reserved for a Company Secretary in Practice?

A practising chartered accountant can certify ROC forms where the form and rules allow CA certification. Some work is reserved: secretarial audit under section 204 and certification of the annual return in Form MGT-8 must be carried out by a Company Secretary in Practice where they apply. A financial audit by a CA is not a substitute for either.

Check the specific form, company category and certification rule before choosing a signatory. MGT-7A is an annual return; MGT-8 is a separate certificate required only for prescribed classes of company. Routine register maintenance does not become a reserved function just because company secretaries commonly perform it.

For transactions, coordinate the CA, Company Secretary in Practice and advocate according to the issues involved. The company’s authorised signatory remains responsible for its own declarations. An annual handover note covering upcoming deadlines, conditional filings, open ROC queries and missing records makes professional boundaries clear and shows directors which decisions still need their approval.

How should a growing company organise its secretarial work?

A growing company should keep one compliance owner, one calendar and one document repository, and review them at every board meeting. As capital, turnover, shareholders or group structure change, re-test the small-company definition, the whole-time company secretary threshold and any certification or audit requirement, rather than relying on last year’s position.

Practical triggers for a review include a funding round, a share transfer to a non-resident, the creation of a subsidiary, a new borrowing facility secured by a charge, or a change of directors. Each can add filings, approvals or registers. Agree in advance who informs the compliance owner and how quickly, so event-based deadlines are not missed.

Ask for a short annual report to the board listing filings made, filings not applicable and why, open ROC queries, upcoming deadlines and any changes in classification. This gives directors a clear view of their own responsibilities and creates a record that investors, lenders and auditors can rely on during due diligence.

How do company secretarial responsibilities differ?