The Company Secretaries Act, 1980
Administered Ministry: Ministry of Corporate Affairs
Section
Section 1 Short title, extent and commencement. 4 docs
(1) This Act may be called the Company Secretaries Act, 1980.
(2) It extends to the whole of India.
(3) It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint
(2) It extends to the whole of India.
(3) It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint
1. 1st January, 1981, vide notification No. S.O. 989(E), dated 27th December, 1980, see Gazette of India, Extraordinary, Part II, sec. 3(ii)
Section 2 Definitions and interpretation.
(1) In this Act, unless the context otherwise requires,
(a) Associate means an Associate Member of the Institute;
1[(aa) "Authority" means the Appellate Authority referred to in section 22A;
(aaa) "Board" means the Quality Review Board constituted under section 29A;];
2[(ab) Board of Discipline means the Board of Discipline constituted under sub-section (1) of section 21A;]
(b) "Companies Act" means 3[the Companies Act, 2013 (18 of 2013) or any other previous company law as defined in clause (67) of section 2 of the said Act];
(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;
2[(da) Director (Discipline) means the Director (Discipline) referred to in section 21 and includes Joint Director (Discipline);
(db) Disciplinary Committee means the Disciplinary Committee constituted under sub-section (1) of section 21B;
(dc) Disciplinary Directorate means the Disciplinary Directorate established under sub-section (1) of section 21;]
(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;
4[(fa) "firm" shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932), and includes,
(i) the limited liability partnership as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009); or
(ii) the sole proprietorship, registered with the Institute;]
(g) "Institute" means the Institute of Company Secretaries of India constituted under this Act;
5[(ga) notification means a notification published in the Official Gazette and the term notify shall be construed accordingly;]
6[(gb) partner shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932) or in clause (q) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), as the case may be;
(gc) "partnership" means.
(A) a partnership as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932); or
(B) a limited liability partnership which has no company as its partner;]
(h) "prescribed" means prescribed by regulations made under this Act;
(i) "President" means the President of the Council;
7[(j) Register means the Register of members of the Institute maintained under section 19 or the Register of firms of the Institute maintained under section 20B, as the case may be;]
6 [(jj) "sole proprietorship" means an individual who engages himself in the practice of the profession of the company secretaries or offers to perform services referred to in clauses (b) to (f) of sub-section (2);]
8[(ja) "specified" means specified by rules made by the Central Government under this Act;
9[(jaa) Standing Committee means the Standing Committee constituted under sub-section (1) of section 17;]
(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 stockbroker,
(v) a secretarial auditor or consultant,
(vi) an adviser to a company on management, including any legal or procedural matter falling under 10[***], 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, 11[the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Foreign Exchange Management Act, 1999 (42 of 1999), the Competition Act, 2002 (12 of 2003)], 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.
(a) Associate means an Associate Member of the Institute;
1[(aa) "Authority" means the Appellate Authority referred to in section 22A;
(aaa) "Board" means the Quality Review Board constituted under section 29A;];
2[(ab) Board of Discipline means the Board of Discipline constituted under sub-section (1) of section 21A;]
(b) "Companies Act" means 3[the Companies Act, 2013 (18 of 2013) or any other previous company law as defined in clause (67) of section 2 of the said Act];
(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;
2[(da) Director (Discipline) means the Director (Discipline) referred to in section 21 and includes Joint Director (Discipline);
(db) Disciplinary Committee means the Disciplinary Committee constituted under sub-section (1) of section 21B;
(dc) Disciplinary Directorate means the Disciplinary Directorate established under sub-section (1) of section 21;]
(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;
4[(fa) "firm" shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932), and includes,
(i) the limited liability partnership as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009); or
(ii) the sole proprietorship, registered with the Institute;]
(g) "Institute" means the Institute of Company Secretaries of India constituted under this Act;
5[(ga) notification means a notification published in the Official Gazette and the term notify shall be construed accordingly;]
6[(gb) partner shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932) or in clause (q) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), as the case may be;
(gc) "partnership" means.
(A) a partnership as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932); or
(B) a limited liability partnership which has no company as its partner;]
(h) "prescribed" means prescribed by regulations made under this Act;
(i) "President" means the President of the Council;
7[(j) Register means the Register of members of the Institute maintained under section 19 or the Register of firms of the Institute maintained under section 20B, as the case may be;]
6 [(jj) "sole proprietorship" means an individual who engages himself in the practice of the profession of the company secretaries or offers to perform services referred to in clauses (b) to (f) of sub-section (2);]
8[(ja) "specified" means specified by rules made by the Central Government under this Act;
9[(jaa) Standing Committee means the Standing Committee constituted under sub-section (1) of section 17;]
(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 stockbroker,
(v) a secretarial auditor or consultant,
(vi) an adviser to a company on management, including any legal or procedural matter falling under 10[***], 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, 11[the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Foreign Exchange Management Act, 1999 (42 of 1999), the Competition Act, 2002 (12 of 2003)], 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.
1. Ins. by Act 8 of 2006, s. 2 (w.e.f. 8-8-2006).
2. Ins. by Act 12 of 2022, s. 74 (w.e.f.10-5-2022).
3. Subs. by s. 74, ibid., for "Companies Act, 1956". (w.e.f.10-5-2022).
4. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012).
5. Subs. by Act 12 of 2022, s. 74, for clause (ga) (w.e.f.10-5-2022).
6. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012).
7. Subs. by Act 12 of 2022, s. 74, for clause (j) (w.e.f.10-5-2022).
8. Ins. by Act 8 of 2006, s. 2 (w.e.f. 8-8-2006).
9. Ins. by Act 12 of 2022, s. 74 (w.e.f. 10-5-2022).
10. The words "the Capital Issues (Control) Act, 1947 (29 of 1947)" omitted by s. 74, ibid., (w.e.f.10-5-2022).
11. Subs. by s. 74, ibid., for "the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973)"(w.e.f.10-5-2022).
2. Ins. by Act 12 of 2022, s. 74 (w.e.f.10-5-2022).
3. Subs. by s. 74, ibid., for "Companies Act, 1956". (w.e.f.10-5-2022).
4. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012).
5. Subs. by Act 12 of 2022, s. 74, for clause (ga) (w.e.f.10-5-2022).
6. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012).
7. Subs. by Act 12 of 2022, s. 74, for clause (j) (w.e.f.10-5-2022).
8. Ins. by Act 8 of 2006, s. 2 (w.e.f. 8-8-2006).
9. Ins. by Act 12 of 2022, s. 74 (w.e.f. 10-5-2022).
10. The words "the Capital Issues (Control) Act, 1947 (29 of 1947)" omitted by s. 74, ibid., (w.e.f.10-5-2022).
11. Subs. by s. 74, ibid., for "the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973)"(w.e.f.10-5-2022).
Section 3 Incorporation of the Institute. 1 docs
(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.
(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.
Section 4 Entry of names in the Register of members.
(1) Any of the following persons shall be entitled to have his name entered in the 1[Register of members], 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 2[outside India] as is recognised by the Central Government or the Council as being equivalent to the examination and training prescribed under this Act for membership of the Institute:
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 India, the Central Government or the Council may impose such further conditions as it may deem to be necessary or expedient in the public interest.
(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[(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, [4***]:
5* * * * *].
(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.
(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 2[outside India] as is recognised by the Central Government or the Council as being equivalent to the examination and training prescribed under this Act for membership of the Institute:
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 India, the Central Government or the Council may impose such further conditions as it may deem to be necessary or expedient in the public interest.
(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[(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, [4***]:
5* * * * *].
(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.
1 Subs. by Act 12 of 2022, s. 75, for “Register” (w.e.f 10-5-2022).
2 Subs. by ibid., s. 75, for “without India” (w.e.f.10-5-2022).
3. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006).
4 The words “which shall not exceed rupees three thousand” omitted by Act 12 of 2022, s. 75 (w.e.f.10-5-2022).
5 The proviso omitted by s. 75, ibid., (w.e.f. 10-5-2022).
2 Subs. by ibid., s. 75, for “without India” (w.e.f.10-5-2022).
3. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006).
4 The words “which shall not exceed rupees three thousand” omitted by Act 12 of 2022, s. 75 (w.e.f.10-5-2022).
5 The proviso omitted by s. 75, ibid., (w.e.f. 10-5-2022).
Section 5 Associates and Fellows.
(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 1[Register of members], 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.
2[(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, 3[***], and on application made and granted in the prescribed manner, be entered in the 1[Register of members] as a Fellow:
4* * * *
Explanation I.-- For the purposes of this sub-section, a person shall be deemed to have practised in India for any period for which he has held a certificate of practice under section 6, notwithstanding that he did not actually practise during that period.
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 1[Register of members] under clause (a) of sub-section (1) of section 4, shall be entered in the 1[Register of members] as a Fellow.
(5) Any person whose name is entered in the 1[Register of members] 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.
(2) Any person other than a person to whom the provisions of sub-section (4) apply, shall, on his name being entered in the 1[Register of members], 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.
2[(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, 3[***], and on application made and granted in the prescribed manner, be entered in the 1[Register of members] as a Fellow:
4* * * *
Explanation I.-- For the purposes of this sub-section, a person shall be deemed to have practised in India for any period for which he has held a certificate of practice under section 6, notwithstanding that he did not actually practise during that period.
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 1[Register of members] under clause (a) of sub-section (1) of section 4, shall be entered in the 1[Register of members] as a Fellow.
(5) Any person whose name is entered in the 1[Register of members] 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.
1. Subs. by Act 12 of 2022, s. 76 for "Register" (w.e.f.10-5-2022).
2. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006)
3. The words "which shall not exceed rupees five thousand," omitted by Act 12 of 2022, s. 76 (w.e.f.10-5-2022).
4. The proviso omitted by s. 76, ibid., (w.e.f 10-5-2022).
2. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006)
3. The words "which shall not exceed rupees five thousand," omitted by Act 12 of 2022, s. 76 (w.e.f.10-5-2022).
4. The proviso omitted by s. 76, ibid., (w.e.f 10-5-2022).
Section 6 Certificate of practice. 1 docs
(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.
1[(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, 2[***], and such fee shall be payable on or before the 1st day of April in each year:
3* * * *
4[(3) The certificate of practice obtained under sub-section (1) may be cancelled by the Council under such circumstances as may be prescribed.]
1[(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, 2[***], and such fee shall be payable on or before the 1st day of April in each year:
3* * * *
4[(3) The certificate of practice obtained under sub-section (1) may be cancelled by the Council under such circumstances as may be prescribed.]
1. Subs. by Act 8 of 2006, s. 5, for sub-section (2) (w.e.f. 8-8-2006).
2.The words “which shall not exceed rupees three thousand,” omitted by Act 12 of 2022, s. 77 (w.e.f.10-5-2022).
3. The proviso omitted by s. 77, ibid., (w.e.f 10-5-2022).
4. Ins. by Act 8 of 2006, s. 5, (w.e.f. 8-8-2006).
2.The words “which shall not exceed rupees three thousand,” omitted by Act 12 of 2022, s. 77 (w.e.f.10-5-2022).
3. The proviso omitted by s. 77, ibid., (w.e.f 10-5-2022).
4. Ins. by Act 8 of 2006, s. 5, (w.e.f. 8-8-2006).
Section 7 Members to be known as Company Secretaries.
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.
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.
Section 8 Disabilities. 1 docs
Notwithstanding anything contained in section 4, a person shall not be entitled to have his name entered in, or borne on, the 1[Register of members]; 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 1[Register of members]; or
(b) is of unsound mind and stands so adjudged by a competent court; or
(c) is an undercharged insolvent 2[or undischarged bankrupt]; or
2[(ca) is declared bankrupt under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);]
(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 3[outside 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 1[Register of members] until the expiry of such period.
(a) has not attained the age of twenty-one years at the time of his application for the entry of his name in the 1[Register of members]; or
(b) is of unsound mind and stands so adjudged by a competent court; or
(c) is an undercharged insolvent 2[or undischarged bankrupt]; or
2[(ca) is declared bankrupt under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);]
(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 3[outside 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 1[Register of members] until the expiry of such period.
1. Subs. by Act 12 of 2022, s. 78, for “Register” (w.e.f.10-5-2022).
2. Ins. by s. 78, ibid. (w.e.f. 10-5-2022).
3. Subs by s. 78, ibid., for “without India” (w.e.f. 10-5-2022).
2. Ins. by s. 78, ibid. (w.e.f. 10-5-2022).
3. Subs by s. 78, ibid., for “without India” (w.e.f. 10-5-2022).
Section 9 Constitution of the Council of the Institute. 3 docs
(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.
1[(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 2[Register of members] 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 3[four years];
(ii) in case of misconduct falling under the Second Schedule of this Act, for a period of 4[eight years],
from the completion of the period of removal of name from the 2[Register of members] or payment of fine, as the case may be;
(b) not more than five persons nominated in the specified manner by the Central Government.]
5[(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 6[member of the Institute or any partner of a firm] 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 3[four years] after he ceases to be an auditor.]
1[(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 2[Register of members] 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 3[four years];
(ii) in case of misconduct falling under the Second Schedule of this Act, for a period of 4[eight years],
from the completion of the period of removal of name from the 2[Register of members] or payment of fine, as the case may be;
(b) not more than five persons nominated in the specified manner by the Central Government.]
5[(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 6[member of the Institute or any partner of a firm] 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 3[four years] after he ceases to be an auditor.]
1. Subs. by Act 8 of 2006, s. 6, for sub-section (2) (w.e.f. 5-9-2006).
2. Subs. by Act 12 of 2022, s.79. for Register (w.e.f. 10-50-2022).
3. Subs. by s. 79, ibid., for "three years" (w.e.f 10-5-2022).
4. Subs. by s. 79, ibid., for "six years" (w.e.f. 10-5-2022).
5. Ins. by Act 8 of 2006, s. 6 (w.e.f. 5-9-2006)
6. Subs. by Act 12 of 2022, s. 79, for "person" (w.e.f. 10-5-2022).
2. Subs. by Act 12 of 2022, s.79. for Register (w.e.f. 10-50-2022).
3. Subs. by s. 79, ibid., for "three years" (w.e.f 10-5-2022).
4. Subs. by s. 79, ibid., for "six years" (w.e.f. 10-5-2022).
5. Ins. by Act 8 of 2006, s. 6 (w.e.f. 5-9-2006)
6. Subs. by Act 12 of 2022, s. 79, for "person" (w.e.f. 10-5-2022).
Section 10 Re-election or re-nomination to Council. 1 docs
1[10. Re-election or re-nomination to Council-- 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 Presid ent under sub-section (1) of section 12, shall not be eligible for election or nomination as a member of the Council.]
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 Presid ent under sub-section (1) of section 12, shall not be eligible for election or nomination as a member of the Council.]
12. Subs. by s. 7, ibid., for section 10 (w.e.f. 8-8-2006).
Section 10A Settlement of disputes regarding election. 1 docs
1[10A. Settlement of disputes regarding election.-- 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.]
1. Ins. by Act 8 of 2006, s. 8. (w.e.f. 17-11-2006).
Section 10B Establishment of Tribunal. 3 docs
1[10B. Establishment of Tribunal.-- (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.]
(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.]
1. Ins. by Act 8 of 2006, s. 8. (w.e.f. 17-11-2006).
Section 11 Nomination in default of election.
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.
Section 12 President and Vice-President. 1 docs
(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:
1* * * *
(2) The President shall be the 2[Head] of the Council.
3[(2A) The President shall preside at the meetings of the Council.
(2B) The President and the Vice-President shall exercise such powers and perform such duties and functions as may be prescribed.
(2C) It shall be the duty of the President to ensure that the decisions taken by the Council are implemented.]
(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 3[under sub-section (1).]
4[(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 on 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 .
1* * * *
(2) The President shall be the 2[Head] of the Council.
3[(2A) The President shall preside at the meetings of the Council.
(2B) The President and the Vice-President shall exercise such powers and perform such duties and functions as may be prescribed.
(2C) It shall be the duty of the President to ensure that the decisions taken by the Council are implemented.]
(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 3[under sub-section (1).]
4[(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 on 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 .
1. The proviso omitted by Act 12 of 2022, s. 80 (w.e.f. 10-5-2022).
2. Subs. by s. 9, ibid., for Chief Executive Authority (w.e.f. 8-8-2006).
3. Ins. by Act 12 of 2022, s. 80 (w.e.f. 10-5-2022).
4. Subs. by Act 8 of 2006, s. 9, for sub-section (4) (w.e.f. 8-8-2006).
2. Subs. by s. 9, ibid., for Chief Executive Authority (w.e.f. 8-8-2006).
3. Ins. by Act 12 of 2022, s. 80 (w.e.f. 10-5-2022).
4. Subs. by Act 8 of 2006, s. 9, for sub-section (4) (w.e.f. 8-8-2006).
Section 13 Resignation of membership and casual vacancies. 1 docs
(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 1[ 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 2[Register of members] 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 3[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.
(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 1[ 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 2[Register of members] 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 3[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.
1. Ins. by Act 8 of 2006, s. 10 (w.e.f. 17-11-2006).
2.Subs. by Act 12 of 2022, s. 81, for "Register" (w.e.f. 10-5-2022).
3. Subs. by Act 8 of 2006, s. 10, for six months (w.e.f. 17-11-2006)
2.Subs. by Act 12 of 2022, s. 81, for "Register" (w.e.f. 10-5-2022).
3. Subs. by Act 8 of 2006, s. 10, for six months (w.e.f. 17-11-2006)
Section 14 Duration and dissolution of the Council. 1 docs
(1) The duration of any Council constituted under this Act shall be 1[four years] from the date of its first meeting.
(2) Notwithstanding the expiration of the duration of a Council (hereafter 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.
(2) Notwithstanding the expiration of the duration of a Council (hereafter 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.
1. Subs. by s. 11, ibid., for "three years" (w.e.f. 19-1-2007).
Section 15 Functions of Council. 1 docs
1[15. Functions of Council.-- (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 2[Register of members];
(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;
3[(ea) the granting or refusal, of registration of a firm;]
(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;
3[(ja) to issue guidelines for the purpose of carrying out the objects of this Act;
(jb) to conduct investor education and awareness programmes;
(jc) to enter into any memorandum or arrangement with the prior approval of the Central Government, with any agency of any foreign country, for the purpose of performing its functions under this Act;]
(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.
(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 2[Register of members];
(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;
3[(ea) the granting or refusal, of registration of a firm;]
(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;
3[(ja) to issue guidelines for the purpose of carrying out the objects of this Act;
(jb) to conduct investor education and awareness programmes;
(jc) to enter into any memorandum or arrangement with the prior approval of the Central Government, with any agency of any foreign country, for the purpose of performing its functions under this Act;]
(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.
1. Subs. by Act 8 of 2006, s. 12, for section 15 (w.e.f. 17-11-2006)
2. Subs. by Act 12 of 2022, s. 82, for "Register" (w.e.f. 10-5-2022).
3. Ins. by ,s. 82, ibid.,(w.e.f 10-5-2022).
2. Subs. by Act 12 of 2022, s. 82, for "Register" (w.e.f. 10-5-2022).
3. Ins. by ,s. 82, ibid.,(w.e.f 10-5-2022).
Section 15A Functions of Institute.
1[15A. Functions of Institute.-- 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;
2[(ca) the maintenance and publication of a Register of firms;]
(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 3[Register of members and firms and the restoration of names to the Register of members and firms] 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.]
(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;
2[(ca) the maintenance and publication of a Register of firms;]
(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 3[Register of members and firms and the restoration of names to the Register of members and firms] 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.]
1. Ins. by Act 8 of 2006, s. 13 (w.e.f. 17-11-2006) [in respect of new section 15B (w.e.f. 8-8-2006).]
2. Ins. by Act 12 of 2022, s. 83 (w.e.f 10-5-2022).
3. Subs. by s. 83, ibid., for "Register and the restoration to the Register of names" (w.e.f 10-5-2022).
2. Ins. by Act 12 of 2022, s. 83 (w.e.f 10-5-2022).
3. Subs. by s. 83, ibid., for "Register and the restoration to the Register of names" (w.e.f 10-5-2022).
Section 15B Imparting education by Universities and other bodies.
1[15B. Imparting education by Universities and other bodies.-- (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.]
(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.]
1. Ins. by Act 8 of 2006, s. 13 (w.e.f. 17-11-2006) [in respect of new section 15B (w.e.f. 8-8-2006)].
Section 16 Officers and employees, salary, allowances, etc. 1 docs
1[16. Officers and employees, salary, allowances, etc.-- (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 thereunder;
(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;
2[(c) prescribe the manner of appointment, powers, duties and functions of the Secretary and other officers and employees, their salaries, fees, allowances and other 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..
(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 thereunder;
(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;
2[(c) prescribe the manner of appointment, powers, duties and functions of the Secretary and other officers and employees, their salaries, fees, allowances and other 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..
1. Subs. by Act 8 of 2006, s. 14 for section 16 (w.e.f. 17-11-2006).
2. Subs by Act 12 of 2022, s. 84 clause (ii), for clause (c) (w.e.f 10-5-2022).
2. Subs by Act 12 of 2022, s. 84 clause (ii), for clause (c) (w.e.f 10-5-2022).