Rights of Company Secretary of a Company under CIRP in IBC
Preserving compliance, records, and governance support during Corporate Insolvency Resolution Process

Under the Insolvency and Bankruptcy Code, 2016, a Company Secretary remains an important compliance and governance functionary during CIRP, but does not continue with independent board-level control once the process begins. From the insolvency commencement date, management of the corporate debtor vests in the Interim Resolution Professional or Resolution Professional, and the powers of the board stand suspended. At the same time, the Company Secretary, being part of the company’s key managerial personnel, falls within the definition of “personnel” and is required to report to the IRP/RP, provide access to documents and records, assist with statutory information, and support the smooth conduct of the process. The legal position therefore is that the Company Secretary’s role continues in a functional and compliance-support capacity: maintaining corporate records, facilitating disclosures, coordinating regulatory filings, supporting the preservation of the company as a going concern, and assisting the RP with information needed for the CIRP. There is, however, no separate voting right in the Committee of Creditors merely by virtue of being a Company Secretary; control shifts to the IRP/RP and the CoC framework under the Code.
Expert Insight
“During CIRP, the Company Secretary does not step out of the process; the role shifts from board support to resolution support. The value lies in compliance continuity, record integrity, and disciplined coordination with the Resolution Professional.” This is consistent with the Code and CIRP Regulations, which require personnel of the corporate debtor to hand over records, provide information in the format and time sought, and cooperate in enabling the RP to manage the company and conduct the resolution process effectively.
-CS Sachin K Jhankal
CS, LLB, MBA Founder
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