A company secretary is principally an employee even though he holds a very high rank. He / She may be the Chief Executive & then his position is near to those of the directors. In reality, he is the only employee who has advisory powers.
CS advice is pursued in carrying out general administration and in the decision-making process at the time of framing policies of the company. He is consulted to determine the lawful suggestions of policy decisions. Therefore, he/she is the only outsider who is present at the Board meetings.
Company Secretary is the person who is a member of the (ICSI) Institute of Company Secretary of India appointed by the company to perform the functions of the Company Secretary.
As per Section 2(24) of The Companies Act 2013, ‘company secretary’ or ‘secretary’ means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980, who is appointed by a company to perform the functions of a company secretary under this Act
As per Section 203 of The Companies Act 2013, Every listed company and every other company having paid-up share capital of rupees 10 crores or more shall have a whole-time company secretary on their board.
However as per the recent amendment in Rule 8A of Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 –
As per the directions given by RBI,
The duties of Company Secretary are as follows:-
If any company makes any default, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.