What a Company Secretary does: ROC filings, board minutes, secretarial audit and FDI compliance

A Company Secretary (CS) keeps a company legally in order: organising board and shareholder meetings, writing minutes, maintaining statutory registers, filing forms with the Registrar of Companies (ROC), and advising directors on company law. Some work is reserved by law for a CS in practice — the secretarial audit under section 204 and the certification of the annual return of larger companies — while the rest can be done by any competent person, though a CS is trained for it.

This is an educational explainer. The author of this site is not a Company Secretary and does not offer CS services; the aim is to help founders understand the role. For the difference between a CS and a Chartered Accountant, see CA or CS: who does what for your company?

What does a Company Secretary do in corporate governance?

Corporate governance means the rules and practices by which a company is directed and controlled — how the board makes decisions, how shareholders' rights are protected, and how conflicts are handled. CS corporate governance services typically include:

• advising the board on its duties under the Companies Act, 2013 and the Secretarial Standards issued by ICSI (SS-1 for board meetings and SS-2 for general meetings);
• maintaining statutory registers — members, directors, charges, contracts with related parties;
• handling director appointments and resignations, and related filings such as DIR-12;
• tracking disclosures of directors' interests and related-party transactions.

A company with paid-up capital of ₹10 crore or more must employ a whole-time Company Secretary. Smaller companies are not required to, but many engage a practising CS on a part-time basis.

Why do board meeting minutes matter, and who writes them?

Minutes are the official record of what the board decided. Every company must hold its first board meeting within 30 days of incorporation. After that, a company normally holds at least four board meetings a year with no more than 120 days between two meetings; a small company or One Person Company needs at least one meeting in each half of the calendar year, at least 90 days apart.

Under the Secretarial Standards, minutes must be prepared and signed within 30 days of the meeting and kept at the registered office. Board meeting minutes by a CS are valued because errors here surface later — in due diligence, bank loans, disputes or a tax inquiry. Minutes can be prepared by anyone the company authorises; the law cares that they are accurate, timely and signed by the chairperson.

Which ROC annual filings does a CS usually handle?

Filing	What it is	When
AOC-4	Audited financial statements	Within 30 days of the AGM
MGT-7 / MGT-7A	Annual return (MGT-7A for small companies and OPCs)	Within 60 days of the AGM
ADT-1	Intimation of auditor's appointment	Within 15 days of the meeting
DIR-3 KYC	KYC of every director holding a DIN	Once every three financial years, by 30 June
DPT-3	Return of deposits and outstanding loans	By 30 June each year, where applicable

The AGM itself must normally be held within six months of the end of the financial year, that is by 30 September. ROC annual filing services by a CS usually cover drafting notices, the directors' report, the minutes, and filing the forms on the MCA portal. Late filing attracts additional fees for each day of delay, and for AOC-4 and MGT-7 these can become large. The annual compliance chapter has the full calendar.

What is an MCA secretarial audit, and who needs one?

A secretarial audit is an independent check of whether the company has complied with company law, securities law and other applicable laws, reported in Form MR-3 and attached to the board's report. Under section 204 and rule 9 of the managerial personnel rules, it is required for:

• every listed company;
• every public company with paid-up share capital of ₹50 crore or more, or turnover of ₹250 crore or more;
• every company — including a private company — with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more.

Only a Company Secretary in practice can conduct it. Most small private companies do not need a secretarial audit, though some choose a voluntary compliance review before fundraising. Listed companies have further requirements under SEBI's listing regulations.

What is a secretarial compliance certificate?

This phrase covers several certificates a CS in practice signs. The most common for unlisted companies is Form MGT-8, which certifies the annual return and is required for companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, as well as listed companies. Listed companies also need an annual secretarial compliance report under SEBI rules. Banks, investors or regulators sometimes ask for other certificates, such as one confirming that directors are not disqualified. Each should carry a UDIN that you can verify with ICSI.

How does share allotment filing (PAS-3) work?

When a company issues new shares — to founders, investors or employees — it must file a return of allotment in Form PAS-3 with the ROC within 30 days of the allotment. The steps before that depend on the route: a rights issue to existing shareholders, or a private placement with an offer letter in Form PAS-4, money received in a separate bank account and a list of allottees. Share allotment filing by a CS typically covers resolutions, offer documents, the board allotment, PAS-3 and updating the register of members. Share certificates must then be issued within two months, with state stamp duty paid on the issue.

What FDI compliance does a CS handle with the RBI?

Foreign direct investment (FDI) means a person resident outside India — including an NRI on a repatriable basis — subscribing to shares of an Indian company. It is governed by FEMA and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, and reported to the Reserve Bank of India (RBI) on its FIRMS portal through the company's bank.

• FC-GPR must be filed within 30 days of allotting shares to a foreign investor. It needs a certificate from a Company Secretary confirming compliance with the Companies Act and FEMA, along with a valuation report on the share price and the bank's KYC of the investor.
• PAS-3 must also be filed with the ROC for the same allotment — two separate 30-day deadlines.
• The annual return on foreign liabilities and assets (FLA) is filed with the RBI each year by companies that have received FDI.

Late FC-GPR filing attracts a late submission fee, and longer delays may need compounding with the RBI. CS services for foreign direct investment usually coordinate the company-law side with the bank and the valuer. The post on NRI and foreign shareholders in a PVT. LTD. explains the basics.

What replaced the Fast Track Exit scheme for closing a company?

The Fast Track Exit (FTE) scheme, under the old Companies Act, 1956, let defunct companies apply to have their names struck off. It no longer exists. Since 26 December 2016, a company applies under section 248 of the Companies Act, 2013 and the Removal of Names of Companies Rules, 2016, using Form STK-2, with a government fee of ₹10,000. Since May 2023, these applications are processed centrally by the Centre for Processing Accelerated Corporate Exit (C-PACE).

A company can apply if it has not started business within a year of incorporation, or has not carried on business for the two preceding financial years, and has cleared its liabilities. The application includes a special resolution, an indemnity bond (STK-3), an affidavit (STK-4) and a statement of accounts certified by a CA. Overdue annual filings must normally be completed first. See Closing a Company or LLP properly.

What decides Company Secretary consultation fees?

Fees are not fixed by law, and this site quotes none. They usually depend on the type of work (a one-time filing, an annual retainer or a certificate that carries professional liability), the size and history of the company, the number of meetings and filings, whether past defaults must be fixed, and whether FEMA or listing rules apply. Ask for a written scope that lists every filing, who signs it, and copies of acknowledgements you will receive. Before relying on a CS, check their membership and Certificate of Practice on the ICSI website.

Key takeaways

• A Company Secretary manages board processes, minutes, registers, ROC filings and company-law advice.
• Secretarial audit (MR-3) is mandatory for listed companies, larger public companies and any company with ₹100 crore or more of bank borrowings.
• Share allotments need PAS-3 within 30 days; foreign investment also needs FC-GPR with the RBI within 30 days.
• Fast Track Exit was replaced by STK-2 strike-off in 2016, now processed by C-PACE with a ₹10,000 fee.
• CS fees are not fixed by law; agree the scope in writing and verify the CS on the ICSI website.