ST Ltd. failed to file annual returns, appoint independent directors, and report key Board resolutions on time. Regulatory authorities issued a show cause notice holding Company Secretary KM as the "officer in default."

Though a Company Secretary is entitled to enjoy some rights and powers as laid down in the Companies Act, yet his position is not free from liabilities. The Companies Act and other laws related to company management provide the framework of certain liabilities for the Company Secretary. Professional liabilities in context of Company Secretary means the Company Secretary shall be liable as the officer in default in context of the non-compliances with the provisions of statutes to which he/she is entrusted with. A Company Secretary may or may not be officer bearer as director, but they will often be accounted for breach of duty in the same manner as Board of Directors. The Companies Act, 2013 specifies certain duties to Board of Directors and Company Secretary. Therefore, as an officer of the company, it is peculiar to work in interest of company and avoid situations leading to conflict of interest and always opt for independent judgment. The Company Secretary has many statutory and administrative responsibilities, including filing returns and ensuring compliance with the Companies Act. Various sections in the Companies Act, 2013 provide that, where there is a failure of compliance, 'an offence is committed by every officer of the company who is in default'. If the Company Secretary is the person with main responsibility for the task, he will be the person in default and liable to the fine/penalty. For instance, default in filing annual return of company within sixty days from the date on which the annual general meeting is held, then every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default. Further, if a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be liable to a penalty of two lakh rupees. In view of the above KM is the officer in default and liable to the fine/penalty as per the provisions of the Companies Act, 2013.