Evolution of Company Secretaries in India: Role, Responsibilities, and Future Trends

As corporate India grows more transparent and globally connected, the people once considered its back-office compliance officers have quietly stepped into the spotlight. The modern Company Secretary is no longer just the keeper of records but a dominant figure in ensuring that companies uphold the norms of good governance, a role that has become central to investor confidence and public trust.

They are expected to protect shareholder value and to ensure that companies operate with integrity toward employees, investors, and the larger society.

Like doctors and lawyers, Company Secretaries are members of a self-regulating profession bound by a strict code of conduct. The Institute of Company Secretaries of India (ICSI) requires its members to act with independence and moral judgment, maintaining confidentiality while upholding the law. Regulators increasingly see them as the ethical anchors of India’s corporate machinery, professionals whose signatures carry both legal force and moral weight.

Over time, the role has moved away from administrative to strategic. Where once they prepared minutes and filings, today they counsel boards on corporate governance, mergers, compliance risks, and sustainability practices. This shift reflects a larger transformation in Indian business: a move from viewing compliance as a formality to treating it as the foundation of responsible capitalism.

What did a Company Secretary do in the Past?

Until the early 2000s, the company secretary’s work was exclusively administrative. Under the Companies Act of 1956, their role included maintaining statutory registers, recording the minutes of board meetings, and filing returns with the Registrar of Companies. The position was essential for compliance but remained behind the scenes, more like a support function rather than a decision-making one.

• Before 2013, the title “Company Secretary” rarely appeared in annual reports or investor presentations.
• Their authority was limited to record keeping, and their advice seldom influenced board strategy.
• Most worked as in-house legal clerks, ensuring the company did not default on routine filings.
• The role mirrored India’s business culture at the time, family-run, opaque, and compliance-light.

When did Company Secretaries’ Responsibilities Begin to Change?

The fundamental shift began with the enactment of the Companies Act, 2013. For the first time, the law designated the company secretary as a Key Managerial Personnel (KMP), placing the role on par with the CEO and CFO. This legal recognition elevated their position within the corporate hierarchy. It also introduced the concept of a Secretarial Audit under Section 204, making the Secretary legally liable for ensuring the company complies with all applicable laws.

• The Companies Act, 2013, marked the first time India’s corporate law explicitly acknowledged governance as a fundamental element of business.
• The introduction of Secretarial Audits made CSs obligated for reporting compliance and for verifying it independently.
• Listed companies began recruiting CS professionals as board-level advisors instead of just clerks.
• The role gained visibility in public companies, where regulators started holding them personally accountable for lapses.

How did Regulatory Changes Expand Their Scope in India?

With growing oversight by the Securities and Exchange Board of India (SEBI), the responsibilities of company secretaries widened beyond the Companies Act. Listed entities were required to follow stricter disclosure and governance norms, including board evaluations, risk management reports, and continuous disclosure requirements. In many organisations, the company secretary also serves as the compliance officer, ensuring adherence to SEBI (LODR) regulations and managing communication with stock exchanges.

• SEBI’s Listing Obligations and Disclosure Requirements (LODR) made the company secretary a critically important link between the company and the market.
• Compliance failures began drawing monetary penalties and market restrictions, raising the professional stakes.
• Regulators began relying on CS-certified reports as credible compliance assurance.
• Large conglomerates began integrating CS departments with legal, audit, and risk teams for uniform governance surveillance.

What Impact did Technology have on the Company Secretaries in India ?

Digitisation changed compliance work dramatically. Manual filings and paper registers were replaced by e-filing systems on the MCA portal, and during the pandemic, virtual board meetings became standard. Today, company secretaries use compliance management software and dashboards to monitor multiple legal timelines and generate real-time reports for management.

• The MCA21 e-Governance Project, launched in 2006, marked the first phase of digital transformation in compliance.
• By 2020, almost all filings had moved online, a major shift from the physical submissions of the early 2000s.
• The pandemic normalised Zoom-based board meetings, where company secretaries coordinated virtual quorums and digital signatures.
• Many professionals now use AI-assisted tools to track compliance calendars and generate risk heat maps.

How has Professional Training Evolved in India for Company Secretaries?

The Institute of Company Secretaries of India (ICSI) has expanded its syllabus to reflect the changing environment. In addition to company law and governance, training now covers ESG reporting, cyber law, sustainability, data privacy, and international business regulations. The focus has shifted from rule-following to strategic governance and corporate ethics.

• The ICSI introduced Governance, Risk Management, Compliance, and Ethics (GRCE) modules in its advanced curriculum.
• Specialised certifications now include Corporate Governance Professional and ESG Compliance Officer programs.
• Internship requirements with practising company secretaries ensure real-world exposure before certification.
• Global collaborations with institutes in the UK and Singapore reflect a move toward international standards.

What Roles Do Company Secretaries Play in Corporate Decision Making Today?

Modern Company Secretaries sit at the core of governance and policy formulation. They advise boards on mergers, corporate restructuring, and investor relations. Their presence in boardrooms ensures that decisions comply with the principles of transparency and accountability.

• In listed firms, company secretaries often act as board secretaries, organising director evaluations and facilitating independent director training.
• They play a critical role during M&A deals, ensuring due diligence and regulatory clearance.
• In ESG-focused companies, CSs are often the first point of contact for sustainability disclosures.
• They advise the board on emerging risks from whistleblower complaints to cyber governance.

Read: Why is Company Secretarial Services Important?

How does the role of the Company Secretary’s Current Role Compare to the Past?

Where earlier they acted as custodians of registers, today they function as guardians of governance. The shift is from clerical to strategic, from paperwork to policy, and from compliance to corporate conscience.

• The CS’s opinion now carries pragmatic weight equal to that of legal counsel or internal audit.
• Their signatures on documents like Annual Returns and Compliance Certificates have a binding legal effect.
• The profession’s reputation has evolved from “record keeper” to “corporate conscience keeper.”
• The ICSI motto, “Speak the truth, abide by the law,” captures this new ethical emphasis.

What Does Evolution in Company Secretaries Signify for Indian Corporate Governance?

The changing role of company secretaries encompasses a larger transformation in India’s corporate ecosystem. As companies succumb to mounting expectations for ethical conduct, disclosure, and sustainability, the company secretary has become a key figure ensuring that governance remains a business value.

• India’s ranking in the World Bank’s Ease of Doing Business improved partly due to clearer governance systems led by CSs.
• Scandals like Satyam (2009) and IL&FS (2018) prompted regulators to demand greater accountability, elevating governance roles.
• Global investors now scrutinise governance metrics before committing capital; company secretaries help companies meet those expectations.
• The CS’s role embodies India’s shift toward responsible capitalism, where ethics and efficiency coexist.

Conclusion

The modern company secretary is not a remnant of compliance but a revamped spokesperson of corporate conscience. As Indian businesses integrate ESG principles, digital governance, and international investors, the CS stands as the quiet enabler of trust. The evolution of this role mirrors India’s own economic story, moving from control to confidence and from secrecy to transparency.

In this moment of change, 3E Accounting India offers crucial support. By combining corporate secretarial services, compliance management, and governance consulting, we help companies adapt to new regulatory demands without losing strategic focus. Our expertise ensures that governance is a framework that sustains credibility and investor trust in a fast-changing economy.

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