Company secretaries act, 1980
[as
amended by company secretaries (Amendment) Act, 2006]
PRELIMINARY
Short title, extent and
commencement.
1. (1) This Act may be called the Company Secretaries Act, 1980.
(2) It extends to the whole of
(3) It shall come into force on such date as the Central
Government may, by notification in the Official Gazette, appoint.
Definitions and interpretation.
2. (1) In this Act, unless the context otherwise requires,—
(a) “Associate” means an Associate Member of
the Institute;
(aa) “Authority” means the Appellate Authority
referred to in section 22A;
(aaa) “Board” means the Quality Review Board
constituted under section 29A;]
(b) “Companies Act” means the Companies Act,
1956 (1 of 1956);
(c) “Company Secretary” means a person who
is a member of the Institute;
(d) “Council” means the Council of the
Institute constituted under section 9;
(e) “dissolved company” means the Institute
of Company Secretaries of India registered under the Companies Act;
(f) “Fellow” means a Fellow Member of the
Institute;
(g) “Institute” means the Institute of
Company Secretaries of India constituted under this Act;
(ga) “notification” means a notification
published in the Official Gazette;]
(h) “prescribed” means prescribed by
regulations made under this Act;
(i) “President” means the President of the
Council;
(j) “Register” means the Register of
members of the Institute maintained under this Act;
(ja) “specified” means specified by rules made
by the Central Government under this Act;
(jb) “Tribunal” means a Tribunal established
under sub-section (1) of section 10B;]
(k) “Vice-President” means the
Vice-President of the Council;
(l) “year” means the period commencing on
the 1st day of April of any year and ending on the 31st day of March of the
succeeding year;
(m) words and expressions used herein and not
defined but defined in the Companies Act shall have the meanings respectively
assigned to them in that Act.
(2) Save as otherwise provided in this Act, a member of the
Institute shall be deemed “to be in practice” when, individually or in
partnership with one or more members of the Institute in practice or in
partnership with members of such other recognised professions as may be
prescribed, he, in consideration of remuneration received or to be received,—
(a) engages himself in the practice of the
profession of Company Secretaries to, or in relation to, any company; or
(b) offers to perform or performs services
in relation to the promotion, forming incorporation, amalgamation,
reconstruction, reorganisation or winding up of companies; or
(c) offers to perform or performs such
services as may be performed by—
(i) an authorised representative of a
company with respect to filing, registering, presenting, attesting or verifying
any documents (including forms, applications and returns) by or on behalf of
the company,
(ii) a share transfer agent,
(iii) an issue house,
(iv) a share and stock broker,
(v) a secretarial auditor or consultant,
(vi) an adviser to a company on management,
including any legal or procedural matter falling under the Capital Issues
(Control) Act, 1947 (29 of 1947), the Industries (Development and Regulation)
Act, 1951 (65 of 1951), the Companies Act, the Securities Contracts
(Regulation) Act, 1956 (42 of 1956), any of the rules or bye-laws made by a
recognised stock exchange, the Monopolies and Restrictive Trade Practices Act,
1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973), or
under any other law for the time being in force,
(vii) issuing certificates on behalf of, or for
the purposes of, a company; or
(d) holds himself out to the public as a
Company Secretary in practice; or
(e) renders professional services or assistance
with respect to matters of principle or detail relating to the practice of the
profession of Company Secretaries; or
(f) renders such other
services as, in the opinion of the Council, are or may be rendered by a Company
Secretary in practice;and the words “to be in practice” with their grammatical
variations and cognate expressions, shall be construed accordingly.
Incorporation of the Institute.
3. (1) All persons whose names are entered in
the Register of the dissolved company immediately before the commencement of
this Act and all persons who may hereafter have their names entered in the
Register to be maintained under this Act, so long as they continue to have
their names borne on the Register to be maintained under this Act, are hereby
constituted a body corporate by the name of the Institute of Company
Secretaries of India and all such persons shall be known as members of the
Institute.
(2) The Institute shall have perpetual succession and a common
seal and shall have power to acquire, hold and dispose of property, movable or
immovable and shall by its name sue or be sued.
Entry of names in the Register.
4. (1) Any of the following persons shall be entitled to have his
name entered in the Register, namely:—
(a) any person who immediately before the
commencement of this Act was an Associate or a Fellow (including an Honorary
Fellow) of the dissolved company;
(b) any person who is a holder of the
Diploma in Company Secretaryship awarded by the Government of India;
(c) any person who has passed the
examinations conducted by the dissolved company and has completed training
either as specified by the dissolved company or as prescribed by the Council,
except any such person who is not a permanent resident of India;
(d) any person who has passed such
examination and completed such training, as may be prescribed for membership of
the Institute;
(e) any person who has passed such other
examination and completed such other training without
Provided that in the case of any person belonging to
any of the classes mentioned in this sub-section who is not permanently
residing in
(2) Every person belonging to the class mentioned in clause (a) or
clause (b) of sub-section (1) shall have his name entered in the Register
without the payment of any entrance fee.
(3)
Every person belonging to any of the
classes mentioned in clauses (c), (d) and (e) of sub-section (1) shall have his
name entered in the Register on application being made and granted in the
prescribed manner and on payment of such fees, as may be determined, by
notification, by the Council, which shall not exceed rupees three thousand:
Provided that the Council may with the prior approval of the Central
Government, determine the fee exceeding rupees three thousand, which shall not
in any case exceed rupees six thousand.]
(4) The Central Government may take such steps as may be necessary
for the purpose of having the names of all persons belonging to the classes
mentioned in clauses (a) and (b) of sub-section (1) entered in the Register at
the commencement of this Act.
(5) Notwithstanding anything contained in this section, the
Council may confer on any person Honorary Fellow Membership, if the Council is
of the opinion that such person has made a significant contribution to the
profession of Company Secretaries and thereupon the Council shall enter the
name of such person in the Register but such person shall not have any voting
rights in any election or meetings of the Institute and shall not also be
required to pay any fee to the Institute.
5. (1) The members of the Institute shall be
divided into two classes designated respectively as Associates and Fellows.
(2) Any person other than a person to whom the provisions of
sub-section (4) apply, shall, on his name being entered in the Register, be
deemed to have become an Associate and as long as his name remains so entered,
shall be entitled to use the letters “A.C.S.” after his name to indicate that
he is an Associate.
[(3) A person, being an Associate who has been in
continuous practice in India as a Company Secretary for at least five years and
a person who has been an Associate for a continuous period of not less than
five years and who possesses such qualifications or practical experience as the
Council may prescribe with a view to ensuring that he has experience equivalent
to the experience normally acquired as a result of continuous practice for a
period of five years as a Company Secretary shall, on payment of such fees, as
may be determined, by notification, by the Council, which shall not exceed
rupees five thousand, and on application made and granted in the prescribed
manner, be entered in the Register as a Fellow:
Provided that the Council may with the prior approval of the Central
Government, determine the fee exceeding rupees five thousand, which shall not
in any case exceed rupees ten thousand.
Explanation II.—In
computing the continuous period during which a person has been an Associate of
the Institute, there shall be included any continuous period during which the
person has been an Associate of the dissolved company immediately before he
became an Associate of the Institute.]
(4) Any person who was a Fellow of the dissolved company and who
is entitled to have his name entered in the Register under clause (a) of
sub-section (1) of section 4, shall be entered in the Register as a Fellow.
(5) Any person whose name is entered in the Register as a Fellow
shall, so long as his name remains so entered, be entitled to use the letters
“F.C.S.” after his name to indicate that he is a Fellow.
6. (1) No member of the Institute shall be
entitled to practise, whether in India or elsewhere, unless he has obtained
from the Council a certificate of practice.
[(2) A member who
desires to be entitled to practise shall make an application in such form and
pay such annual fee, for his certificate as may be determined, by notification,
by the Council, which shall not exceed rupees three thousand, and such fee
shall be payable on or before the 1st day of April in each year:
Provided that the Council may with the prior approval of the Central
Government, determine the fee exceeding rupees three thousand, which shall not
in any case exceed rupees six thousand.]
[(3) The
certificate of practice obtained under sub-section (1) may be cancelled by the
Council under such circumstances as may be prescribed.]
Members to be known as Company
Secretaries.
7. Every member of the
Institute in practice shall, and any other member may, use the designation of a
Company Secretary and no member using such designation shall use any other
description, whether in addition thereto or in substitution therefor:
Provided that nothing in this section shall be deemed to prohibit any such
member from adding any other description or letters to his name if entitled
thereto, to indicate membership of such other institute whether in India or
elsewhere as may be recognised in this behalf by the Council, or any other
qualification that he may possess, or to prohibit a firm, all the partners of
which are members of the Institute and in practice, from being known by its
firm name as Company Secretaries.
8. Notwithstanding anything
contained in section 4, a person shall not be entitled to have his name entered
in, or borne on, the Register if he—
(a) has not attained the age of
twenty-one years at the time of his application for the entry of his name in
the Register; or
(b) is of
unsound mind and stands so adjudged by a competent court; or
(c) is an
undischarged insolvent; or
(d) being a discharged insolvent, has
not obtained from the court a certificate stating that his insolvency was
caused by misfortune without any misconduct on his part; or
(e) has been convicted by a competent
court, whether within or without India, of an offence involving moral turpitude
and punishable with imprisonment or of an offence, not of a technical nature,
committed by him in his professional capacity unless in respect of the offence
committed he has either been granted a pardon or, on an application made by him
in this behalf, the Central Government has, by an order in writing, removed the
disability; or
(f) has been removed from membership of
the Institute on being found on inquiry to have been guilty of professional or
other misconduct:
Provided that a person who has been removed from
membership for a specified period shall not be entitled to have his name
entered in the Register until the expiry of such period.
COUNCIL
OF THE INSTITUTE
Constitution of the Council of the
Institute.
9. (1) There shall be a Council of the Institute
for the management of the affairs of the Institute and for discharging the
functions assigned to it by or under this Act.
[(2) The Council
shall be composed of the following persons, namely:—
(a) not more than fifteen persons elected by
the members of the Institute, from amongst the Fellows of the Institute chosen
in such manner and from such regional constituencies as may be specified:
Provided that a Fellow of the Institute, who has been found guilty
of any professional or other misconduct and whose name is removed from the
Register or has been awarded penalty of fine, shall not be eligible to contest
the election,—
(i) in case of misconduct falling under the
First Schedule of this Act, for a period of three years;
(ii) in case of misconduct falling under the
Second Schedule of this Act, for a period of six years, from the completion of
the period of removal of name from the Register or payment of fine, as the case
may be;
(b) not more than five persons nominated in
the specified manner by the Central Government.]
(3)
No person holding a post under the
Central Government or a State Government shall be eligible for election to the
Council under clause (a) of sub-section (2).
(4)
No person who has been auditor of
the Institute shall be eligible for election to the Council under clause (a) of
sub-section (2) for a period of three years after he ceases to be an auditor.]
[Re-election or re-nomination to Council.
10. A member of the
Council, elected or nominated under sub-section (2) of section 9, shall be
eligible for re-election or, as the case may be, re-nomination:
Provided that no member shall hold the office for more than two
consecutive terms:
Provided further that a member of the Council, who is or has been elected as
President under sub-section (1) of section 12, shall not be eligible for
election or nomination as a member of the Council.]
Settlement of disputes regarding election.
10A. In case of any
dispute regarding any election under clause (a) of sub-section (2) of section
9, the aggrieved person may make an application within thirty days from the
date of declaration of the result of election to the Secretary of the
Institute, who shall forward the same to the Central Government.
10B. (1) On receipt of any application under
section 10A, the Central Government shall, by notification, establish a
Tribunal consisting of a Presiding
Officer and two other
Members to decide such dispute and the decision of such Tribunal shall be
final.
(2) A person shall not be qualified for
appointment,—
(a) as a Presiding Officer of the Tribunal
unless he has been a member of the Indian Legal Service and has held a post in Grade
I of the service for at least three years;
(b) as a Member unless he has been a member
of the Council for at least one full term and who is not a sitting member of
the Council or who has not been a candidate in the election under dispute; or
(c) as a Member unless he holds the post of
a Joint Secretary to the Government of India or any other post under the
Central Government carrying a scale of pay which is not less than that of a
Joint Secretary to the Government of India.
(3)
The terms and conditions of service
of the Presiding Officer and Members of the Tribunal, their place of meetings
and allowances shall be such as may be specified.
(4) The expenses of the Tribunal shall be
borne by the Council.]
Nomination in default of election.
11. If the members of the Institute fail to elect
any member under clause (a) of sub-section (2) of section 9 from any of the
regional constituencies that may be notified under that clause, the Central
Government may nominate any duly qualified person from such constituency to
fill up the vacancy, and any person so nominated shall be deemed to be a duly
elected member of the Council.
12. (1) The
Council at its first meeting shall elect two of its members to be respectively
the President and the Vice-President thereof, and so often as the office of the
President or the Vice-President falls vacant, the Council shall choose a person
to be the President or the Vice-President,
as the case may be:
Provided that the President of the Council of the dissolved company shall
continue to hold such office after the commencement of this Act, until such
time as a President is elected under the provisions of this sub-section.
(2) The President shall be the [Head] of the
Council.
(3) The President or the Vice-President shall hold office for a
period of one year from the date on which he is chosen but so as not to extend
beyond his term of office as a member of the Council, and subject to his being
a member of the Council at the relevant time, he shall be eligible for
re-election [under sub-section (1)].
(4)
On the expiration of the duration
of the Council, or of the term of office of the President and the
Vice-President thereof, the President and the Vice-President shall continue to
hold office until such time as a new President and the Vice-President is
elected and takes over charge of their duties.]
(5) In the event of the occurrence of any vacancy in the office
of the President, the Vice-President shall act as President until the date of
which a new President elected in accordance with the provisions of this section
to fill such vacancy enters upon his office and when the President is unable to
discharge his functions owing to absence, illness or any other cause, the
Vice-President shall discharge his functions until the date on which the
President resumes his duties.
Resignation of membership and casual
vacancies.
13. (1) Any member of the Council
may at any time resign his membership by writing under his hand addressed to
the President, and the seat of such member shall become vacant when such
resignation is notified in the Official Gazette.
(2) A member of the Council shall be deemed to have vacated his
seat if he is declared by the Council to have been absent without sufficient
excuse from three consecutive meetings of the Council [or he has been
found guilty of any professional or other misconduct and awarded penalty of
fine,] or of any of the Committees which has been constituted by the
Council and of which he is a member or if his name is, for any cause, removed
from the Register under the provisions of section 20.
(3) A casual vacancy in the office of a member of the Council
shall be filled by fresh election from the constituency concerned or by
nomination by the Central Government, as the case may be, and the person
elected or nominated to fill the vacancy shall hold office until the
dissolution of the Council:
Provided that no election shall be held to fill a casual vacancy occurring
within [one year]
prior to the date of the expiration of the term of the Council, but such a
vacancy may be filled by nomination by the Central Government after
consultation with the President of the Council.
(4) No act done by the Council shall be called in question on the
ground merely of the existence of any vacancy in, or defect in the constitution
of, the Council.
Duration and
dissolution of the Council.
14. (1) The
duration of any Council constituted under this Act shall be [four]
years from the date of its first meeting.
(2) Notwithstanding the expiration of the duration of a Council
(thereafter in this sub-section referred to as the former Council), the former
Council shall continue to exercise its functions under this Act until a new
Council is constituted in accordance with the provisions of this Act and on
such constitution the former Council shall stand dissolved.
15. (1) The Institute shall function under the
overall control, guidance and supervision of the Council and the duty of carrying
out the provisions of
This Act shall be
vested in the Council.
(2)
In particular, and without prejudice to the generality of the foregoing powers,
the duties of the Council shall include—
(a) to approve academic courses and their
contents;
(b) the prescribing of fees for the
examination of candidates for enrolment;
(c) the prescribing of qualifications for
entry in the Register;
(d) the recognition of foreign
qualifications and training for purposes of enrolment;
(e) the prescribing of guidelines for
granting or refusal of certificates of practice under this Act;
(f) the levy of fees from members,
examinees and other persons;
(g) the regulation and maintenance of the
status and standard of professional qualifications of members of the Institute;
(h) the carrying out, by granting financial
assistance to persons other than members of the Council or in any other manner,
of research in such matters of interest to Company Secretaries as may be
prescribed;
(i) to enable functioning of the Director
(Discipline), the Board of Discipline, the Disciplinary Committee and the
Appellate Authority constituted under the provisions of this Act;
(j) to enable functioning of the Quality
Review Board;
(k) consideration of the recommendations of
the Quality Review Board made under clause (a) of section 29B and details of
action taken thereon in its annual report; and
(l) to ensure the functioning of the
Institute in accordance with the provisions of this Act and in performance of
other statutory duties as may be entrusted to the Institute from time to time.]
15A. The functions of
the Institute shall include—
(a) the
examination of candidates for enrolment;
(b) the
regulation of training of students;
(c) the
maintenance and publication of a Register of persons qualified to practice as
Company Secretaries;
(d) collection
of fees from members, examinees and other persons;
(e) subject
to the orders of the appropriate authorities under this Act, the removal of
names from the Register and the restoration to the Register of names which have
been removed;
(f) the
maintenance of a library and publication of books and periodicals relating to
management of companies and allied subjects;
(g) the
conduct of elections to the Council of the Institute; and
(h) the
granting or refusal of certificates of practice as per guidelines issued by the
Council.
Imparting education by Universities and other bodies.
15B. (1) Subject to the provisions of this Act,
any University established by law or any body affiliated to the Institute, may
impart education on the
subjects covered by the
academic courses of the Institute.
(2)
The Universities or bodies referred
to in sub-section (1) shall, while awarding degree, diploma or certificate or
bestowing any designation, ensure that the award or designation do not resemble
or is not identical to one awarded by the Institute.
(3)
Nothing contained in this section
shall enable a University or a body to adopt a name or nomenclature which is in
any way similar to that of the Institute.]
Officers and employees, salary, allowances, etc.
16. (1) For the efficient performance of its
duties, the Council shall—
(a) appoint a Secretary of the Council to perform
such duties as may be prescribed;
(b) appoint a Director (Discipline) to
perform such functions as assigned to him under this Act and the rules and
regulations framed
there under;
(c) designate an officer of the Council or
the Institute to carry out the administrative functions of the Institute as its
chief executive.
(2) The Council may also—
(a) appoint such other officers and
employees to the Council and the Institute as it considers necessary;
(b) require and take from the Secretary or
from any other officer or employee of the Council and the Institute such
security for the due performance of his duties, as the Council considers
necessary;
(c) prescribe the salaries, fees, allowances
of the officers and employees of the Council and the Institute and their terms
and conditions of service;
(d) with the previous sanction of the
Central Government, fix the allowances of the President, Vice-President and
other members of the Council and members of its Committees.
(3)
The Secretary of the Council shall
be entitled to participate in the meetings of the Council but shall not be
entitled to vote thereat.]
17. (1) The
Council shall constitute from amongst its members the following Standing
Committees, namely:—
(a) an
Executive Committee;
(b) a
[Finance] Committee; and
(c) an
Examination Committee.
(2) The
Council may also constitute a Training and Educational Facilities Committee,
Professional Research and Publications Committee and such other Committees from
amongst its members as it deems necessary for the purpose of carrying out the
provisions of this Act.
[(3) Each of the
Standing Committees shall consist of the President and the Vice-President, ex
officio, and minimum of three and maximum of five members to be elected by the
Council from amongst its members.]
(4) [***]
(5) [***]
(6) Notwithstanding anything
contained in this section, any Committee formed under sub-section (2), may,
with the sanction of the Council co-opt such other members of the Institute not
exceeding [one-third] of the total membership of the Committee as
the Committee thinks fit, and any member so co-opted shall be entitled to
exercise all the rights of a member of the Committee.
(7) Every Committee constituted under this section shall elect its
own Chairman :
Provided that—
(i) where the President is a member of such
Committee, he shall be the Chairman of such Committee, and in his absence, the
Vice-President, if he is a member of such Committee, shall be its Chairman; and
(ii) where the President is not a member of
such Committee but the Vice-President is a member, he shall be its Chairman.
(8) The Standing Committees and other Committees formed under this
section shall exercise such functions and be subject to such conditions in the
exercise thereof as may be prescribed.
18. (1) There
shall be established a fund under the management and control of the Council
into which shall be paid all moneys (including donationsand grants) received by
the Council and out of which shall be met all expenses including any donations
made and liabilities properly incurred
by the Council.
(2) The Council may invest any money for the time being standing
to the credit of the fund in any Government security or in any other security
approved by the Central Government.
[(3) The Council
shall keep proper accounts of the fund distinguishing capital from revenue in the
manner prescribed.
(4)
The Council shall prepare in the
manner prescribed and approve, prior to the start of the financial year, an
annual financial statement (the budget) indicating all its anticipated revenues
as well as all proposed expenditures for the forthcoming year.
(5)
The annual accounts of the Council
shall be prepared in such manner as may be prescribed and be subject to audit
by a Chartered Accountant in practice to be appointed annually by the Council:
Provided that no member of the Council or a person who has been a
member of the Council during the last four years or a person who is in
partnership with such member shall be eligible for appointment as an auditor
under this sub-section:
Provided further that, in the event it is brought to the notice of the
Council that the accounts of the Council do not represent a true and fair view
of its finances, then, the Council may itself cause a special audit to be
conducted:
Provided also that if such information, that the accounts of the Council
do not represent a true and fair view of its finances, is sent to the Council
by the Central Government, then, the Council may, wherever appropriate cause a
Special Audit or take such other action as it considers necessary and shall
furnish an action taken report on it to the Central Government.]
[(5A) As soon as may
be practicable at the end of each year, the Council shall circulate the audited
accounts to its members at least fifteen days in advance and consider and approve
these accounts in a special meeting convened for the purpose.
(5B)
The Council shall cause to be
published in the Gazette of India not later than the 30th day of September of
the year next following, a copy of the audited accounts and the Report of the
Council for that year duly approved by the Council and copies of the said
accounts and Report shall be forwarded to the Central Government and to all the
members of the Institute.]
(6) Subject to such directions as the Central Government may, by
order in writing, make in this behalf, the Council may borrow—
(a) any money required for meeting its
liabilities on capital account on the security of the fund or on the security
of any other assets for the time being belonging to it; or
(b) for the purpose of meeting current
liabilities pending the receipt of income by way of temporary loan or
overdraft.
REGISTER
OF MEMBERS
19. (1) The
Council shall maintain in the prescribed manner a Register of the members of
the Institute.
(2) The
Register shall include the following particulars about every member of the
Institute, namely:—
(a) his full name, date of birth, domicile,
residential and professional addresses;
(b) the date on which his name is entered in
the Register;
(c) his qualifications;
(d) whether he holds a certificate of
practice; and
(e) any other particulars which may be
prescribed.
(3) The Council shall cause to be published in such manner as may
be prescribed a list of members of the Institute as on the 1st day of April of
each year, and shall, if requested to do so by any such member, send him a copy
of such list 1[on payment of such
amount as may be prescribed].
[(4) Every member of
the Institute shall, on his name being entered in the Register, pay such annual
membership fee as may be determined, by notification, by the Council, which
shall not exceed rupees five thousand:
Provided that the Council may with the prior approval of the Central
Government, determine the fee exceeding rupees five thousand which shall not in
any case exceed rupees ten thousand.]
20. (1) The Council may remove
from the Register the name of any member of the Institute—
(a) who is dead; or
(b) from whom a request has been received to
that effect; or
(c) who has not paid any prescribed fee
required to be paid by him; or
(d) who is found to have been subject at the
time when his name was entered in the Register, or who at any time thereafter
has become subject, to any of the disabilities mentioned in section 8, or who
for any other reason has ceased to be entitled to have his name borne on the
Register.
(2) The Council shall remove from the Register the name of any
member in respect of whom an order has been passed under this Act removing him
from membership of the Institute.
[(3) If the name of
any member has been removed from the Register under clause (c) of sub-section
(1), on receipt of an application, his name may be entered again in the
Register on payment of the arrears of annual fee and entrance fee along with
such additional fee, as may be determined, by notification, by the Council,
which shall not exceed rupees two thousand:
Provided that the Council may with the prior approval of the Central
Government, determine the fee exceeding rupees two thousand, which shall not in
any case exceed rupees four thousand.]
MISCONDUCT
21. (1) The Council shall, by notification,
establish a Disciplinary Directorate headed by an officer of the Institute designated
as Director (Discipline)
and such other
employees for making investigations in respect of any information or complaint
received by it.
(2)
On receipt of any information or
complaint along with the prescribed fee, the Director (Discipline) shall arrive
at a prima facie opinion on the occurrence of the alleged misconduct.
(3)
Where the Director (Discipline) is of
the opinion that a member is guilty of any professional or other misconduct
mentioned in the First Schedule, he shall place the matter before the Board of
Discipline and where the Director (Discipline) is of the opinion that a member
is guilty of any professional or other misconduct mentioned in the Second
Schedule or in both the Schedules, he shall place the matter before the
Disciplinary Committee.
(4)
In order to make investigations
under the provisions of this Act, the Disciplinary Directorate shall follow
such procedure as may be specified.
(5)
Where a complainant withdraws the
complaint, the Director (Discipline) shall place such withdrawal before the
Board of Discipline or as the case may be, the Disciplinary Committee, and the
said Board or Committee may, if it is of the view that the circumstances so
warrant, permit the withdrawal at any stage.]
21A. (1) The Council shall constitute a Board of
Discipline consisting of—
(a) a person with experience in law and
having knowledge of the disciplinary matters and the profession, to be its
Presiding Officer;
(b) two members one of whom shall be a
member of the Council elected by the Council and the other member shall be the
person designated under clause (c) of sub-section (1) of section (16);
(c) the Director (Discipline) shall function
as the Secretary of the Board.
(2) The Board of Discipline shall follow
summary disposal procedure in dealing with all the cases before it.
(3)
Where the Board of Discipline is of
the opinion that a member is guilty of a professional or other misconduct
mentioned in the First Schedule, it shall afford to the member an opportunity
of being heard before making any order against him and may thereafter take any
one or more of the following actions, namely:—
(a) reprimand
the member;
(b) remove
the name of the member from the Register up to a period of three months;
(c) impose
such fine as it may think fit which may extend to rupees one lakh.
(4)
The Director (Discipline) shall
submit before the Board of Discipline all information and complaints where he
is of the opinion that there is no prima
facie case and the Board of Discipline may, if it agrees with the opinion of
the Director (Discipline), close the matter or in case of disagreement, may advise
the Director (Discipline) to further investigate the matter.
21B. (1) The Council shall constitute a
Disciplinary Committee consisting of the President or the Vice-President of the
Council as the Presiding
Officer and two members
to be elected from amongst the members of the Council and two members to be
nominated by the Central
Government from amongst
the persons of eminence having experience in the field of law, economics,
business, finance or accountancy:
Provided that the Council may constitute more Disciplinary
Committees as and when it considers necessary.
(2)
The Disciplinary Committee, while
considering the cases placed before it, shall follow such procedure as may be
specified.
(3)
Where the Disciplinary Committee is
of the opinion that a member is guilty of a professional or other misconduct
mentioned in the Second Schedule or both the First Schedule and the Second
Schedule, it shall afford to the member an opportunity of being heard before
making any order against him and may thereafter take any one or more of the
following actions, namely:—
(a) reprimand the member;
(b) remove the name of the member from the
Register permanently or for such period, as it thinks fit;
(c) impose such fine as it may think fit,
which may extend to rupees five lakhs.
(4)
The allowances payable to the
members nominated by the Central Government shall be such as may be specified.
21C. For the purposes of
an inquiry under the provisions of this Act, the Authority, the Disciplinary
Committee, Board of Discipline and the Director (Discipline) shall have the
same powers as are vested in a civil court under the Code of Civil Procedure,
1908 (5 of 1908), in respect of the following matters, namely:—
(a) summoning and enforcing the attendance
of any person and examining him on oath;
(b) the
discovery and production of any document; and
(c) receiving
evidence on affidavit.
Explanation. —For the
purposes of sections 21, 21A, 21B, 21C and 22, “member of the Institute”
includes a person who was a member of the Institute on the date of the alleged
misconduct although he has ceased to be a member of the Institute at the time
of the inquiry.
21D. All complaints
pending before the Council or any inquiry initiated by the Disciplinary
Committee or any reference or appeal made to a High Court prior to the commencement
of the Company Secretaries (Amendment) Act, 2006 shall continue to be governed
by the provisions of this Act, as if this Act had not been amended by the
Company Secretaries (Amendment) Act, 2006.]
[Professional or other misconduct defined.
22. For the purposes
of this Act, the expression “professional or other misconduct” shall be deemed
to include any act or omission provided in any of the Schedules, but nothing in
this section shall be construed to limit or abridge in any way the power conferred
or duty cast on the Director (Discipline) under sub-section (1) of section 21
to inquire into the conduct of any member of the Institute under any other
circumstances.]
Constitution of Appellate Authority.
22A. The Appellate
Authority constituted under sub-section (1) of section 22A of the Chartered
Accountants Act, 1949 (38 of 1949), shall be deemed to be the Appellate
Authority for the purposes of this Act subject to the modification that for
clause (b) of said sub-section (1), the following clause had been substituted,
namely:—
“(b) the
Central Government shall, by notification appoint two part-time members from
amongst the persons who have been members of the Council of the Institute of
Company Secretaries of India for at least one full term and who is not a
sitting member of the Council.”
Term of office of members of Authority.
22B. A person appointed
as a member shall hold office for a term of three years from the date on which
he enters upon his office or until he attains the age of sixty-two years,
whichever is earlier.
Procedure, etc., of Authority.
22C. The provisions of
section 22C, section 22D and section 22F of the Chartered Accountants Act, 1949
(38 of 1949) shall apply to the Authority in relation to allowances and terms
and conditions of service of its Chairperson and members, and in the discharge
of its functions under this Act as they apply to it in the discharge of its
functions under the Chartered Accountants Act, 1949.
Officers and other staff of Authority.
22D. (1) The Council shall make available to the
Authority such officers and other staff members as may be necessary for the
efficient
performance of
the functions of the
Authority.
(2)
The salaries and allowances and
conditions of service of the officers and other staff members of the Authority
shall be such as may be prescribed.
22E. (1) Any member of the Institute aggrieved by
any order of the Board of Discipline or the Disciplinary Committee imposing on
him any of the penalties referred to in
sub-section (3) of section 21A and sub-section (3) of section 21B, may within
ninety days from the date on which the order is communicated to him, prefer an
appeal to the Authority:
Provided that the Director (Discipline) may also appeal against the
decision of the Board of Discipline or the Disciplinary Committee to the
Authority if so authorised by the Council, within ninety days:
Provided further that the Authority may entertain any such appeal after the
expiry of the said period of ninety days, if it is satisfied that there was
sufficient cause for not filing the appeal in time.
(2)
The Authority may, after calling
for the records of any case, revise any order made by the Board of Discipline
or the Disciplinary Committee under sub-section (3) of section 21A and
sub-section (3) of section 21B and may—
(a) confirm, modify or set aside the order;
(b) impose any penalty or set aside, reduce,
or enhance the penalty imposed by the order;
(c) remit the case to the Board of
Discipline or Disciplinary Committee for such further enquiry as the Authority
considers proper in the circumstances of the case; or
(d) pass such other order as the Authority
thinks fit:
Provided that the Authority shall give an opportunity of being heard
to the parties concerned before passing any order.]
REGIONAL COUNCILS
Constitution and functions of
Regional Councils.
23. (1) For
the purpose of advising and assisting it on matters concerning its functions, the
Council may constitute such Regional Councils as and when it deems fit for one
or more of the regional constituencies that may be notified by the Central Government
under clause (a) of sub section (2) of section 9.
(2) The Regional Councils shall be constituted in such manner and
exercise such functions as may be prescribed.
(3) Notwithstanding anything contained in this section, each
Regional Council of the dissolved company shall, on the commencement of this
Act, become the Regional Council of the Institute for the area for which it was
functioning as a Regional Council immediately before such commencement and
shall function as such—
(i) for a period of two years from such
commencement, or
(ii) till a Regional Council is constituted
for such area in accordance with the provisions of this section, whichever is
earlier.
PENALTIES
Penalty for falsely claiming to be a
member, etc.
24. Subject to the provisions of section 7, any
person who,—
(a) not
being a member of the Institute,—
(i) represent that he is a member of the
Institute; or
(ii) uses the designation “Company
Secretary”; or
(iii) uses the letters “A.C.S.” or “F.C.S.”
after his name; or
(b) being a member of the
Institute, but not having a certificate of practice, represents that he is in
practice or practises as a Company Secretary,shall be punishable on first
conviction with fine which may extend to one thousand rupees, and on any
subsequent conviction with imprisonment which may extend to six months, or with
fine which may extend to five thousand rupees, or with both.
Penalty for using name of the Council, or awarding degree of
the Company Secretary.
25. (1) Save
as otherwise provided in this Act, no person shall—
(a) use a name or a common seal which is
identical with the name or the common seal of the Institute or so nearly
resembles it as to deceive or as is likely to deceive the public;
(b) award any degree, diploma or certificate
or bestow any designation which indicates or purports to indicate the position
or attainment of any qualification or competence in Company Secretary ship
similar to that of a member of the Institute; or
(c) seek to regulate in any manner
whatsoever the profession of Company Secretaries.
(2) Any person contravening the provisions of sub-section (1)
shall, without prejudice to any other proceedings which may be taken against
him be punishable on first conviction with fine which may extend to one
thousand rupees, and on any subsequent conviction with imprisonment which may
extend to six months, or with fine which may extend to five thousand rupees, or
with both.
(3) [***]
Companies not to engage in Company
Secretaryship.
26. (1) No
company, whether incorporated in
(2) Any company contravening the provisions of sub-section (1) shall be punishable on first conviction with fine which may extend to one thousand rupees, and on any subsequent conviction with fine which may extend to five thousand rupees.
Unqualified persons not to sign documents.
27. (1) No
person other than a member of the Institute shall sign any document on behalf
of a Company Secretary in practice or a firm of such
Company Secretaries in
his or its professional capacity.
[(2) Any person who
contravenes the provisions of sub-section (1) shall, without prejudice to any
other proceedings which may be taken against him, be punishable on first
conviction with a fine not less than five thousand rupees but which may extend
to one lakh rupees, and in the event of a second or subsequent conviction with
imprisonment for a term which may extend to one year or with a fine not less
than ten thousand rupees but which may extend to two lakh rupees or with both.]
28. (1) If
the person committing an offence under this Act is a company, the company as
well as every person in charge of, and responsible to, the
company for the conduct
of its business at the time of the commission of the offence shall be deemed to
be guilty of the offence and shall be
liable to be proceeded
against and punished accordingly:
Provided that nothing
contained in this sub-section shall render any such person liable to any
punishment if he proves that the offence was
committed without his
knowledge or that he had exercised all due diligence to prevent the commission
of such offence.
(2) Notwithstanding anything contained in sub-section (1), where
an offence under this Act has been committed by a company and it is proved that
the offence has been committed with the consent or connivance of, or that the
commission of the offence is attributable to any neglect, on the part of, any
director, manager, secretary or other officer of the company, such director,
manager, secretary or other officer shall also be deemed to be guilty of that offence
and shall be liable to be proceeded against and punished accordingly:
Explanation: For the purposes
of this section,—
(a) “company” means anybody corporate and
includes a firm or other association of individuals; and
(b) “director”, in relation to a firm.,
means a partner in the firm.
29. No person shall be prosecuted under this Act
except on a complaint made by or under the order of the Council or of the
Central Government.
QUALITY REVIEW BOARD
Establishment of Quality Review Board.
29A. (1) The Central Government shall, by
notification, constitute a Quality Review Board consisting of a Chairperson and
four other members.
(2)
The Chairperson and members of the Board
shall be appointed from amongst the persons of eminence having experience in
the field of law, economics, business, finance or accountancy.
(3)
Two members of the Board shall be
nominated by the Council and other two members shall be nominated by the
Central Government.
29B. The Board shall
perform the following functions, namely:—
(a) to make recommendations to the Council
with regard to the quality of services provided by the members of the
Institute;
(b) to review the quality of services
provided by the members of the Institute including secretarial services; and
(c) to guide the members of the Institute to
improve the quality of services and adherence to the various statutory and
other regulatory requirements.
29C. The
Board shall meet at such time and place and follow in its meetings such
procedure as may be specified.
Terms and conditions of service of Chairperson and members of Board and
its expenditure.
29D. (1) The terms and conditions of service of
the Chairperson and the members of the Board, and their allowances shall be
such as may be
specified.
(2) The expenditure of the Board shall be
borne by the Council.]
APPEALS
30. [Omitted
by the Company Secretaries (Amendment) Act, 2006, with effect from a date yet
to be notified.]
DISSOLUTION
OF THE
Dissolution of the Institute of Company Secretaries of India
registered under the Companies Act.
31. On the commencement of this Act—
(a) the company known as the Institute of
Company Secretaries of India registered under the Companies Act shall stand
dissolved and thereafter no person shall make, assert or take any claims or
demands or proceedings against the dissolved company or against any officer
thereof in his capacity as such officer except insofar as may be necessary, for
enforcing the provisions of this Act; and
(b) the right of every member to, or in
respect of, the dissolved company shall be extinguished, and thereafter no
member of that company shall make, assert or take any claims or demands or
proceedings in respect of that company except as provided in this Act.
Transfer of assets and liabilities of the dissolved company
to the Institute.
32. (1) On
the commencement of this Act, there shall be transferred to and vested in the
Institute all the assets and liabilities of the dissolved
company.
(2) The assets of the dissolved company shall be deemed to include
all rights and powers, and all property, whether movable or immovable, of that
company, including in particular, cash balances, reserve funds, investments,
deposits and all other interests and rights in or arising out of such property
as may be in the possession of the dissolved company and all books of accounts,
papers or documents of the dissolved company and the liabilities shall be
deemed to include all debts, liabilities and obligations of whatever kind then
existing of that company.
(3) All contracts, debts, bonds, agreements and other instruments
of whatever nature to which the dissolved company is a party, subsisting or
having effect immediately before the commencement of this Act, shall be of as
full force and effect against or in favour of the Institute, as the case may
be, and may be enforced as fully and effectively as if instead of the dissolved
company, the Institute had been a party thereto.
(4) If, on the commencement of this Act, any suit, appeal or other
legal proceeding of whatever nature by or against the dissolved company is
pending, the same shall not abate, be discontinued or be in any way
prejudicially affected by reason of the transfer to the Institute of the assets
and liabilities of the dissolved company or of anything contained in this Act,
but the suit, appeal or other proceeding may be continued, prosecuted and
enforced by or against the Institute, in the same manner and to the same extent
as it would or may be continued, prosecuted and enforced by or against the
dissolved company if this Act had not been passed.
Provisions respecting employees of the dissolved company.
33. (1) Every
person employed in the dissolved company and continuing in its employment
immediately before the commencement of this Act shall, as from such
commencement, become an employee of the Institute, shall hold his office or
service therein by the same tenure and upon the same terms and conditions and
with the same rights and privileges as to pension and gratuity as he would have
held the same under the dissolved company if this Act had not been passed, and
shall continue to do so unless and until his employment in the Institute is
terminated or until his remuneration, terms and conditions of employment are
duly altered by the Institute.
(2) Notwithstanding anything contained in the Industrial Disputes
Act, 1947 (14 of 1947), or in any other law for the time being in force, the
transfer of the services of any employee of the dissolved company to the
Institute shall not entitle any such employee to any compensation under that
Act or other law, and no such claim shall be entertained by any court, Tribunal
or other authority.
MISCELLANEOUS
Alteration in the Register and cancellation of certificate.
34. (1) Where
an order is made under this Act reprimanding a member, record of the punishment
shall be entered against his name in the Register.
(2) Where the name of any member is removed, the certificate of
practice granted to him under this Act shall be recalled and cancelled.
Directions of the Central Government.
35. (1) The
Central Government may, from time to time, issue such directions to the Council
as in the opinion of the Central Government are
conducive to the
fulfilment of the objects of this Act and in the discharge of its functions,
the Council shall be bound to carry out any such
directions.
(2) Directions issued under sub-section (1) may include directions
to the Council to make any regulations or to amend or revoke any regulations
already made.
(3) If, in the opinion of the Central Government, the Council has
persistently committed default in giving effect to the directions issued under
this section, the Central Government may, after giving an opportunity to the
Council to state its case, by order, dissolve the Council, whereafter a new
Council shall be constituted in accordance with the provisions of this Act with
effect from such date as may be specified by the Central Government.
(4) Where the Central Government passes an order under sub-section
(3) dissolving the Council, it may, pending the constitution of a new Council
in accordance with the provisions of this Act, authorise any person or body of
persons to take over the management of the affairs of the Institute and to
exercise such functions as may be specified in this behalf by the Central
Government.
[Protection of action taken in good faith.
36. No suit,
prosecution or other legal proceeding shall lie against the Central Government
or the Council or the Authority or the Disciplinary Committee or the Tribunal
or the Board or the Board of Discipline or the Disciplinary Directorate or any
officer of that Government, Council, Authority, Disciplinary Committee,
Tribunal, Board, Board of Discipline or the Disciplinary Directorate, for
anything which is in good faith done or intended to be done under this Act or
any rule, regulation, notification, direction or order made thereunder.]
[Members, etc., to be public servants.
36A. The Chairperson,
Presiding Officer, members and other officers and employees of the Authority,
Disciplinary Committee, Tribunal, Board, Board of Discipline or the
Disciplinary Directorate shall be deemed to be public servants within the
meaning of section 21 of the Indian Penal Code (45 of 1860).]
Maintenance of branch offices.
37. (1) Where
a Company Secretary in practice or a firm of such Company Secretaries has more
than one office in India, each one of such offices shall be in the separate
charge of a member of the Institute:
Provided that the Council may in suitable cases exempt any Company Secretary in
practice or firm of such Company Secretaries from the operation of this
sub-section.
(2) Every Company Secretary in practice or firm of such Company
Secretaries maintaining more than one office shall send to the Council a list
of offices and the persons in charge thereof and shall keep the Council
informed of any changes in relation thereto.
38. (1) Where
any country, notified by the Central Government in this behalf in the Official
Gazette, prevents persons of Indian domicile from becoming members of any
institution similar to the Institute established under this Act or from
practising the profession of Company Secretaryship or subjects them to unfair
discrimination in that country, no subject of any such country shall be
entitled to become a member of the Institute or practise the profession of
Company Secretaries in India.
(2) Subject to the provisions of sub-section (1), the Council may
prescribe the conditions, if any, subject to which foreign qualifications
relating to Company Secretaryship shall be recognised for the purposes of entry
in the Register.
[Power of Central Government to make rules.
38A. (1) The Central Government may, by
notification, make rules to carry out the provisions of this Act.
(2)
In particular, and without
prejudice to the generality of the foregoing powers, such rules may provide for
all or any of the following matters, namely:—
(a) the manner of election and nomination in
respect of members to the Council under sub-section (2) of section 9;
(b) the terms and conditions of service of
the Presiding Officer and Members of the Tribunal, place of meetings and
allowances to be paid to them under sub-section (3) of section 10B;
(c) the procedure of investigation under
sub-section (4) of section 21;
(d) the procedure while considering the
cases by the Disciplinary Committee under sub-section (2) and fixation of
allowances of the nominated members under sub-section (4) of section 21B;
(e) the procedure to be followed by the
Board in its meetings under section 29C; and
(f) the terms and conditions of service of
the Chairperson and members of the Board under sub-section (1) of section 29D.]
39. (1) The
Council may, by notification in the Gazette of India make regulations for the
purpose of carrying out the provisions of this Act.
(2) In particular and without prejudice to the
generality of the foregoing power, such regulations may provide for all or any
of the following matters, namely :—
(a) the professions that may be recognised
under sub-section (2) of section 2 and items [(2)] and (4) of
Part I of the First Schedule;
(b) the examinations and training for the
purposes of clauses (c), (d) and (e) of sub-section (1) of section 4;
(c) the manner of making an application and
granting thereof under sub-section (3) of section 4 or sub-section (3) of
section 5;
(d) the fees payable under sub-section (3)
of section 4, sub-section (3) of section 5, sub-section (2) of section 6, [***]
sub-section (3) of section 15, sub-section (4) of section 19 and clause (c) of
sub-section (1) of section 20;
(e) the qualifications and practical experience
for the purposes of sub-section (3) of section 5;
(f) the form in which an application may be
made under sub-section (2) of section 6;
(g) [***]
(h) the transaction of business by the
Council for the discharge of its functions under section 15 and other
provisions of this Act, the place at which and the interval at which the
Council shall hold its meetings for the transaction of such business, the
procedure to be followed at such meetings and all other matters connected
therewith;
(i) the regulation and maintenance of the
status and standards of professional qualifications of members of the
Institute, as required by clause [(g)] of sub-section (2) of
section 15;
(j) the carrying out of research in matters
of interest to Company Secretaries as required by clause [(h)] of
sub-section (2) of section 15;
(k) the maintenance of libraries and
publication of books and periodicals relating to management of companies and
allied subjects, as required by [clause (f) of section 15A];
(l) [***]
(m) the transaction of business by the
Standing Committees and other Committees referred to in section 17, the places
at which and the intervals at which such committees shall hold their meetings for
the transaction of such business, the procedure to be followed at such meeting
and all other matters connected therewith;
(n) the manner in which the Register may be
maintained under sub-section (1) of section 19;
(o) the other particulars to be included in
the Register, as required by clause (e) of sub-section (2) of section 19;
(p) the manner in which the annual list of
members of the Institute may be published under sub-section (3) of section 19;
(q) [***]
(r) the manner in which Regional Council may
be constituted under sub-section (2) of section 23 and the functions thereof;
(s) the conditions subject to which foreign
qualifications may be recognised under sub-section (3) of section 38;
(t) any other matter which is required to
be, or may be, prescribed under Act.
(3) All regulations made by the Council under
this Act shall be subject to the condition of previous publication and to the
approval of the Central Government.
(4) [***]
[Rules, regulations and notifications to be laid before Parliament.
40. Every rule and
every regulation made and every notification issued under this Act shall be
laid, as soon as may be after it is made or issued, before each House of
Parliament, while it is in session, for a total period of thirty days which may
be comprised in one session or in two or more successive sessions, and if,
before the expiry of the session immediately following the session or the
successive sessions aforesaid, both Houses agree in making any modification in
the rule, regulation or notification, or both Houses agree that the rule,
regulation or notification should not be made, or issued, the rule, regulation
or notification shall thereafter have effect only in such modified form or be
of no effect, as the case may be; so, however, that any such modification or
annulment shall be without prejudice to the validity of anything previously
done under that rule, regulation or notification.]
[See sections 21(3), 21A(3) and
22]
PART I
Professional misconduct in relation to company
secretaries in practice
A Company Secretary in
practice shall be deemed to be guilty of professional misconduct, if he—
(1) allows any person to practice in his
name as a Company Secretary unless such person is also a Company Secretary in
practice and is in partnership with or employed by him;
(2) pays or allows or agrees to pay or
allow, directly or indirectly, any share, commission or brokerage in the fees
or profits of his professional business, to any person other than a member of
the Institute or a partner or a retired partner or the legal representative of
a deceased partner, or a member of any other professional body or with such
other persons having such qualifications as may be prescribed, for the purpose
of rendering such professional services from time to time in or outside India.
Explanation.
— In this item, “partner” includes a person residing outside
(3) accepts or agrees to accept any part
of the profits of the professional work of a person who is not a member of the
Institute:
Provided that nothing herein contained shall be construed as
prohibiting a member from entering into profit sharing or other similar arrangements,
including receiving any share commission or brokerage in the fees, with a
member of such professional body or other person having qualifications, as is
referred to in item (2) of this part;
(4) enters into partnership, in or
outside India, with any person other than a Company Secretary in practice or
such other person who is a member of any other professional body having such
qualifications as may be prescribed, including a resident who but for his
residence abroad would be entitled to be registered as a member under clause
(e) of sub-section (1) of section 4 or whose qualifications are recognised by
the Central Government or the Council for the purpose of permitting such
partnerships;
(5) secures, either through the services
of a person who is not an employee of such company secretary or who is not his
partner or by means which are not open to a Company Secretary, any professional
business:
Provided that nothing herein contained shall be construed as
prohibiting any arrangement permitted in terms of items (2), (3) and (4) of
this Part;
(6) solicits clients or professional
work, either directly or indirectly, by circular, advertisement, personal
communication or interview or by any other means:
Provided that nothing herein contained shall be construed as
preventing or prohibiting—
(i) any company secretary from applying or
requesting for or inviting or securing professional work from another company
secretary in practice; or
(ii) a member from responding to tenders or
enquiries issued by various users of professional services or organisations
from time to time and securing professional work as a consequence;
(7) advertises his professional
attainments or services, or uses any designation or expressions other than
Company Secretary on professional documents, visiting cards, letterheads or
sign boards, unless it be a degree of a University established by law in India
or recognised by the Central Government or a title indicating membership of the
Institute of Company Secretaries of India or of any other institution that has
been recognised by the Central Government or may be recognised by the Council:
Provided that a member in practice may advertise through a write up
setting out the services provided by him or his firm and particulars of his firm
subject to such guidelines as may be issued by the Council;
(8) accepts a position as a Company
Secretary in practice previously held by another Company Secretary in practice
without first communicating with him in writing;
(9) charges or offers to charge, accepts
or offers to accept, in respect of any professional employment, fees which are
based on a percentage of profits or which are contingent upon the findings, or
results of such employment, except as permitted under any regulation made under
this Act;
(10) engages in any business or occupation
other than the profession of Company Secretary unless permitted by the Council
so to engage:
Provided that nothing contained herein shall disentitle a Company
Secretary from being a director of a company except as provided in the
Companies Act, 1956 (1 of 1956);
(11) allows a person not being a member of
the Institute in practice, or a member not being his partner to sign on his
behalf or on behalf of his firm, anything which he is required to certify as a
Company Secretary, or any other statements relating thereto.
PART II
Professional misconduct in relation to members of
the Institute in service
A member of the
Institute (other than a member in practice) shall be deemed to be guilty of
professional misconduct, if he, being an employee of any company, firm or
person—
(1) pays or allows or agrees to pay,
directly or indirectly, to any person any share in the emoluments of the
employment undertaken by him;
(2) accepts or agrees to accept any part
of fees, profits or gains from a lawyer, a Company Secretary or broker engaged
by such company, firm or person or agent or customer of such company, firm or
person by way of commission or gratification.
PART III
Professional misconduct in relation to members of
the Institute generally
A member of the
Institute, whether in practice or not, shall be deemed to be guilty of
professional misconduct, if he—
(1) not being
a Fellow of the Institute, acts as a Fellow of the Institute;
(2) does not supply the information
called for, or does not comply with the requirements asked for, by the
Institute, Council or any of its Committees, Director (Discipline), Board of
Discipline, Disciplinary Committee, Quality Review Board or the Appellate
Authority;
(3) while inviting professional work
from another Company Secretary or while responding to tenders or enquiries or
while advertising through a write up, or anything as provided for in items (6)
and (7) of Part I of this Schedule, gives information knowing it to be false.
PART IV
Other misconduct in relation to members of
the Institute generally
A member of the
Institute, whether in practice or not, shall be deemed to be guilty of other
misconduct, if—
(1) he is held guilty by any civil or criminal
court for an offence which is punishable with imprisonment for a term not
exceeding six months;
(2) in the opinion of the Council, he
brings disrepute to the profession or the institute as a result of his action
whether or not related to his professional work.
[See sections 21(3), 21B(3) and
22]
PART I
Professional misconduct in relation to company
secretaries in practice
A Company Secretary in
practice shall be deemed to be guilty of professional misconduct, if he—
(1) discloses information acquired in
the course of his professional engagement to any person other than his client
so engaging him, without the consent of his client, or otherwise than as
required by any law for the time being in force;
(2) certifies or submits in his name, or
in the name of his firm, a report of an examination of the matters relating to
company secretarial practice and related statements unless the examination of
such statements has been made by him or by a partner or an employee in his firm
or by another Company Secretary in practice;
(3) permits his name or the name of his
firm to be used in connection with any report or statement contingent upon
future transactions in a manner which may lead to the belief that he vouches
for the accuracy of the forecast;
(4) expresses his opinion on any report
or statement given to any business or enterprise in which he, his firm, or a
partner in his firm has a substantial interest;
(5) fails to disclose a material fact
known to him in his report or statement but the disclosure of which is
necessary in making such report or statement, where he is concerned with such
report or statement in a professional capacity;
(6) fails to report a material
mis-statement known to him and with which he is concerned in a professional
capacity;
(7) does not exercise due diligence, or
is grossly negligent in the conduct of his professional duties;
(8) fails to obtain sufficient
information which is necessary for expression of an opinion or its exceptions
are sufficiently material to negate the expression of an opinion;
(9) fails to invite attention to any
material departure from the generally accepted procedure relating to the
secretarial practice;
(10) fails to keep moneys of his client
other than fees or remuneration or money meant to be expended in a separate
banking account or to use such moneys for purposes for which they are intended
within a reasonable time.
PART II
Professional misconduct in relation to members of
the Institute generally
A member of the Institute,
whether in practice or not, shall be deemed to be guilty of professional
misconduct, if he—
(1) contravenes any of the provisions of
this Act or the regulations made there-under or any guidelines issued by the
Council;
(2) being an employee of any company,
firm or person, discloses confidential information acquired in the course of
his employment, except as and when required by any law for the time being in
force or except as permitted by the employer;
(3) includes in any information,
statement, return or form to be submitted to the Institute, Council or any of
its Committees, Director (Discipline), Board of Discipline, Disciplinary
Committee, Quality Review Board or the Appellate Authority any particulars
knowing them to be false;
(4) defalcates
or embezzles moneys received in his professional capacity.
PART III
Other misconduct in relation to members of
the Institute generally
A member of the
Institute, whether in practice or not, shall be deemed to be guilty of other
misconduct, if he is held guilty by any civil or criminal court for an offence
which is punishable with imprisonment for a term exceeding six months.]