~  ~ ""''--" 0/ _0 _ -: j ) ~c:1et aries bill, 198(')  (tc be/as introduced i 10k sabha)1  page 2, against line 39, in the marginal ci tation,-f~:r !l42~) f 1951" i-ead "4? ()f 1 ?5~" 2 ?age ~, line 29,-fqr iffellow!l-read "ragister a!j • a fellow " 3 page 6, line 28,-ill it ( ) it ~ lie i1) ii 21nlt liinthe--p-rescri bed roann 91" ii fa r ii think " ~d iithinks" ~, t' :~lr';i p l;"rip ,?f-"" 8 page 23, line 7,-"fqi "mone, s" mad "money s" 91') page 28, lines 1 and 2 from bottom,-for lienu ne- r3te" ~ lienumera te " 110 page 28, line 6 from bottom)-1q1: ;i re gula lions" naq "regulation" new delhi:  iiih "e 1 of 1980 the compai'ty rcftm'aries bill, 1980 ailrang~m~nt of cl!\y~es chapter i ~i"i)lby clauses1 short title, extent and commeill¥!mejlt 2 definitions and interpretation  institute of col\fpaify secretaries 0(0 india3 incorporation of the institute 4 entry of names in tht' register 5 assoctstes find yellows 6 certificate of practice 7 members to be kjlqwr) a$ ~qjnpany s'ecretarje~ 8 ~biu~iei  chapter 111 coumcil of1'hi: ini'ntu'l'19 constitution of the ecruitcil of the institute 10 mode of ~lection tq !be couneil 11 nomillation in gefault of eleotloa 12 president and vtcepnatdent 13 resignation of membhahtp aad f!88ual vaealutjei8 14 duration and dissolution of the o-cil 15 functions of the council 16 staff, remuneration ancl allowa~s 17 committl!es of the council ~~ finadc$ 01 tre co\lnqil chap"tftlv  register of memii~ ~~ ;re~~';!r 20 remov;;t} from the register chaptu - mtseokducr 2l proce:lure in inqufric!? relating to miscon~uc~ of members of - ~1:te ittatitub!·· '  22 professional ~isconduct' defined  chapter vi regional councils clauses 23 constitution and functions of regional councils  chapter vii penalties24 penalty for falsely claiming tq be a member, etc 25 penalty for using name of the council, or awarding degree of company secretary 26 companies not to engage in company secretaryship 27 unqualified persons not to sign documents 28 oft'ences by companies 29 sanction to prosecute  chapter viii ,appeals30 appeals  chapter ix dissolution of the institute of company secretaries of india registered under the companies act31 dissolution of the institute of company secretaries of india registered under the companies act :i:l transfer of assets and liabilities of the dissolved company to the institute 33 provisions respecting employees of the dissolved company  chapter x mlscbllanjlous34 alteration in the register and cancellation of certificate 35 directions of the central govenunent 36 protectioo of action taken in good faith 37 maintenance of brallch offices· 38 reciprocity 39 power to make regulations the first schedule-part i-professional misconduct in relation' to members of the institute inpr,acuce part ii-profe8siona,z misconduct in relation to members of the institute in service part ill-professional misconduct in relation' tomembers of t~ institute general11/ the second scheiluitb-part l-profmrionalpwconcluct m ,elation to memben of the institute in practice requiring action by «i high court part n-profelional misconduct in retat10n to memben ", the iftlltitute generally requiring action by a high coun  a bill 10 make provision for the regulation and development of the profession of company secretariesbe it enacted hy parliament in the thirty-first year of the republic of india as fouows:- chapter ipreliminary 1 (1) this act may be called the company secretaries act, 1980 5 (2) it extends to the whole of india (3) it shall come into, force on such date as the central government may, by notification in the official gazette, appoint short title, extent and commencement ,z (1) in' this act, unless the context otherwise requires~-(4) "associate" means an associate member of the institute; 10 definitions and inter pretation (b) "companies act" means the companies act, 1956; 1 of lim  , (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 secretariesof incua registered under the compadies act; ' (f> "fellow~means ! feuow member of the institute; (g) "institute" means the institute of company secretaries of india constituted under this act; (h) "prescribed" means prescribed by regulations made under this act; (i) "preside:nt" means the president of the council; 5 (;) "regic;ter" means the register of members of the institutl'! maintained lmder this act; (k) "vice-president" means the vice-president of the council; (l) "year" means the period commencing on the 1st day of april qf any year and ending on the 31st day of march of the succeeding 10 year; (m) words and expreuions used herein and not defined but defined in the companies act shall have the meanings rel:pectively assigned to them in that act (2) save as otherwise provided in this act, a member of the institute 15 shall be deem~ "to be in practice" when, individually or in partnership with one or more members of the institute in practice or in partnership with members f}f 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 ~o secretari~ u>, or in relation to, any company; or (b) ~ to perform or perfurms services in relation to the promou, formiag ~~,  -mtlon, reconstruction, reorganisation or winding up of companies; or (c) offers to perform or ;erforms such services as may be per- 2:) formed by-(0 all ~ l'iip~tauve 01 a eo~ with i'88pect to filing, regist~ }li:4isentiaa attesung or verifying any documents (int'luding forms, applications and returns) by qr on behalf nt the company, 3° (ii) a share transfer a"eent, (hi) an issue house, (iv) a share and stock broker, (tj) a secretarial auditor or consultant, (vi) an adviser to a company on management, including 35 any }ega} or p~edura' matter falling under the capital issues (control) act,"?, ~ intlu$h'tes (bev~'tana regula-29 of 1941 ljon) act, 1951, the companies act, the securities contracts 65 of 1951 (~18tiol\) at't, 1918; ~y of 1h~ r~ ot b~la~· "made 42 of 1951 hy nec08w"'sta;k:k~,t1je -m~ and bestrictive 40 trade practices act, 1969, the foreign exchange regulation act 54 of 196t 1_, dr un8!r "'y 'ettm law " t~· t~ ~!\i;n fntce  o(,lt'71 {1n1} iuulng t:erllftcate& on behalf qt, or fqr ~ ~r,poses of, a company; or  (d) holds himself out to the public as a com~ ~tary in 45 practice; 01' (e) r~ pi' $ wuit  er i 'it  \\1mh ',eet to mat~ • ~~ ·ijif ~l~ ;~ ~ae p,r __ 01 ,the profes-lon of comp!ny secretaries; or {f) tendel'l 'w:b other mrvtal 81, in the opinion of the council,  ,or 'th&y  _1ii1er8d by a company secl'lltary in practice; a~d the words "te be iq j)rac~e", with their ~rammatical variations and cognate expressions, shall be construed accordingly,  cjm,fter ~i tmmlitlft 0' company silc'ri't'aluts of' indla~, (1~, mj ~ whose na~ ,al'e entered ~ the reei$ter of tbe ~ ~y ,~y before t~e commencerle,nt of ulis act incorporation of the institute 10 md all per-oua wop ~y lleraatter have ~r ~ entered in ~ register to be ,~ij:l" under this act, $0 long as ~ey colltinue to have their names borne on the register to be maintained under this act, are h,ereqy co~stituted a body corporate by the name of the instjtute of company secretaries of india and all such persons shalt be known as members of the institute , :; (2) the inltuu~ shah have perpetual aucceuion and a coiwtlon seal and sball taa, power toac,uire, hold aad  pose of property, movabk or ialtdovabje adci liilail· ~ its name sue ol" be' ued , (1) any of the following persons shall be entitled to have his name entered in the register, namely:-entry of names in the re-20 (u) any nerson who immediately before the commencement of gister this aet w8'8 4m aliijociate tjr' a fellow (including ~n kmorary fellow) of the dl8!!ioiv~ ~ny; {b~ any ~d who ~ a holder of the diploma in company secr~tarfship awardec;i b¥ the government of india; (~) afty pet'son who has paased the exa-rtinations conducted by the d  ved t'ompany end has c!ompleted tnlining eftbe!' as apeelaed bv the di890lved ~ompany or as prescribed by tbe count!ll, except any such person who is not a permanent resident of india; (d) any person who has passed svch examinatio,n and completed such training, as may be prescribed for membership of the institute; (~ &i\y p«iqd who jaas passed such other examination and cotnplemd weft ther tramling wit4jut india as is cecoaniied by the central government or the council as being equivaleot to the examination and training prescribed under this act for membership of the lnstitute: provided 'that in th~ c~e of any person belonging to any of the classes me'l'ltioned in this sub-section who is not permanently residing in india, the central gnvnnment or the council may impose such furtherconditions as it may deem tq be necessary or expedient in the public interest 40 (2) ,evu¥ ,a9p ~lq~o to ~ cla 5s m~~ioned in clause «1) or ,~e (11) pf ~~qa o~ ~bau ,baye lusnan)eentej:eq in the relister witb,q)lt tbe p~~1'\t 0j ~ryentrance lee (3) every p~rsor ~elcnging to any of the classes mentioned in clauses (c), (d) and (e) of sub-section (1) shall have his n~me entered in the 45~ 9jl ~_~, qi", "e ~ gl'~ ·~tphe praaribed ,u  ¥d,,9n mr~t iii ~ ~aaqe me, wwch halllliot ,p -lqur ~  '- lay , (4) 'rhe central government may take such step  d»ly be necessary for the purpose of having the names of all penonsbelongijag 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 s may confer on any person honoraryfeuow membership, if the council is of the opinion that such person has made a significant contribu·tion to the profession of company secretaries and thereupon the oowlcll ahall enter the name of such person in the register but such peraonsball not have any voting rights in any election or meetinp of the imtitute and 10 shall not also be required to pay any fee to the' id&titute 5 (1) the members of the institute shall be divided into two classes designated respectively as associates and fellows associates and fellows (2) any person other than a person to whom the provisions of subsection (4) apply, shall, on his name beidg entered ill the regbter, be 15 deemed to have become an associate and as long as his name remains so (>ntered, !;hall be entitled to use the letters "acs" after his name to indicate that he is an associate (3) a person, being an associate who hu been in continuous practice in india as a company secretary for at least five years and a 20 person who has been an associate for a continuous period of not less than five years and who possesses such qualifications or practical oxnerience 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 25 company secretary shall, on paym~nt of the prescribed entrance fee, which shall not exceed four hundred rupees in any case, and on application made and granted in the prescribed manner, be entered in the fellow explanation i-for the purposes of this sub-section, a person shall 30 be deemed to have practised in india for any period for which he has held a <'ertificate of practice under section 6, notwithstanding that he did not actually practise during that period explanation n-in computing the period during which· a person has been an associate of the institute, there sh,all be included any conti- 35 nuous period during which the person has been an associate of the dissolved company immediately before he became an associate ·o'f the institute  (4) any person who was a fenow of 'he:disiiolv~ companr and who is entitled to have his n~e ~ntered 'in the 'r'e~ter uj?derc~use 40' (a) of sub-section (1) of section 4, shall be entered in the register as a li'ellow (5) any person whose name is entered in the register as a fellow shall, 80 long as his name rematna : ao entered, be entitled' to use the letters "fcs" after hla mule to intliea'te tbathe is aipe"", • (() no member of the institute shall be entitled to practise, certulcate whether in india or elsewhere, unless he has obtained from the council of praca certifirate of practice tice (a) a member who desires to be entitled to practise shall make an 5 application in such form and pay such annual fee, for his certificate as may be prescribed which shall not exceed two hundred rupees in any cac;e, and such fee shall be payable on or before the 1st day of april in each year 7 every member of the institute in practice shall, and any other 10 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: members ,to be known 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 15 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 pnlctice from being known by its firm name as company secretaries 20 8 notwithstanding anything contained in section 4, a person shall disabilinot be entitled to have his name entered in, or borne on, the regis if ties 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 25 (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, 35 com~ittedby bilj1 in his professional capacity unless in respect of the offence committed he has either been granted a pardon or, on an 3pplication made by him in this behalf, the central government h83, by an order in writing, removed the disability; or (f) has been removed from membership at the institute on being found an inquiry to have been guilty of profesaiollal or other misconduct: pro'vided ibn a person who has been removed from medlbenhip for a speelfted·· period si!al1 do~ be entitled to have his dame entered id the rejlterulrtu the expiry of such period 9 (1) there shall be 8 council of the institute for the management tif the aftairs of the institute and ftjp dfilchmgtng the ftl1u!tlons asilfned to it by or under thjj act lion of the council of the institute t2) 'j1e cauncii sball be composed of-(a) not more than twelve persons elected by memben of the lnsti tute from amongst the fellows cbosen in such manner and from liucb regiqnal constitulw,cies as iday be notified ip tbi behalf by the central government in the ofticja,i gqeite; and 10 (b) not more than fou!" parton nomjn~d by the central government ie (1) elections under clause (a) of sub sectlon(!) 01 seetion 9 shall be condlcted in the prescribed manner mode of !lection to the ::ouncil ,(i, where any di,te arites rella,didgiiwly ~ eleotion, the ~atter 15 chall be referred by the council to a tribuul appomteci by the central government in this b&half and the dee"lon at such tribunal s}uul be final: provided that no such reference shall be made except on an applit~fttfon made to the council by an aggrteved ,part, within thirty days xi f-rom the dau! of the dec1aration of the rmult at the elhtion n, the expenses of the tril:runal shall be borne by the council (4) notwithstanding anything contained in this seetioft and in chapter ix, the councllt;f the dissolved co  'n!:'~!!"  11 nn thp commencement of uua act, become the council of tbe institute and 25 shall function as such-(i) for a period of two years from such commencement, or o till the cauncil is constituted in accordance with the provisions of aubtlection <z of iedion 9, whichever is earlier err lanation-for the purposes of this sub-section, the council shall be deem~d to have been constituted in a~rdan~e with the provisions 01 1;u\)l'iection (2) of section 9 wjth ,effect kom ,such diatetnot being ~r than tbixty days frdm the date on which the restihs pf ~e first ele~1iqns, under ~lause(a) of the said sub-ection (!) a,r~ announced] 35 ;is tqe eeural gpv~ilnlent j»ay lldtify, in t)l'~,~i'\l' g~et~ 11 if the ,~ejnbezs ,of t~ lns~tv~ wi to el~ct ariy pterrtber under clause (a) of sub section (2) of section 9 from any ot the regional n~ ·tion in default of election conrti~ueqcies that may be notified under that clause, ,the central governpfent' m~y n~ininate, arly ~uty~u~tff~d ~on from sdi'h censtituency 40 totul tip fh~ vacit6~, ani arit pei'sori so notnfrl~ ~ail h~ cjeeftted to be a duly elected member of the council  i  :" ;\ 1ii~ '(0 !'fda clnftcil~t ite,ftrtt,  tijail,"j,~ ~"~ ~;~rs  be 'jd"welf  tbe p __ ~ :_~e!  v~~~,\w~ ,';uld so often as the oftlce of the pr~_  t or ~~,v~t ~~~ 45 president and vice-president the council shall choose a person to be the president or the vice-~t, as the case may be: provided that the president of the council of the· dissolved company ·1iiimu~ c()stinue to hold such offlce after the commencement of thjs act, s·n~; such time as a piesident is el~ted ijllder the provisions of this ~ll:v«tect_   (2) the president shan be the chief execu·tive·alitb~ oc ijle ecluncit (3) the president or the vice-president shall hold office for ii pmiod 10 ()f ope, ~ from, the da~ an which he is chosen but so a& not to ~xtend beyond his t~rm of office as a member of the co~cil, and subject 'to his being a member of the council at the relevant time, he shall be eligible ior·re~~n (4) on the expiration of the duf'ation of the council, or of the wm is of office of the president thereof, the president shall continue to hold ofttee until sueh time as a l'lew president is elected and takes over charge of his duties (5) in the event of the occurrence of any vacancy tn the office of the pr~sident, the vic~president shall act as president until the date on 20 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 ctnlse the vice-president shall discharge his :6mctiojls until the date on which the president resumes his duties 2s 13 (1) any member of the council may at any time resign his membership by writing under his hand addressed to the president, and 1dfo, seat of such member shall become vacant when such resignation is notified in the official gazette resignation ot membership and casual vacancle {e, a member of the council shall be deemed to have vacated his 30 seat if he is declared by the co'uncil to have been absent without sufficient ~xcuse from three consecutive meetings of the council or of any of, the committees which has been constituted by the coullcil and of which he is a member or if his name is, for any cause, removed from tbe ~s~r under the provisions of section 20 3s (3) a casual vacancy in the office of a member of the council shall  filled by hesill eleqtiqll from the constituency concerned or by nominatepn ~ the cefttral gevei'junedt, as the oase ma~ be, "d tlmt person ___ 011 nonrinated to fill i~ vac~y shalt ltoid qiftqe 1jllw, ijje dissolution of the council: ~ previded that no election shail be held to flu a cuual vacancy , ooc;yt'!fi~ withtft six months prior to tbe date of the expimiea of the ~, fit· the council, but such a vacancy may be filled· ey aomination by the central government after ccmaultafian with h praident of the council 41 (4) ne act done by the ,  iijmu be· oem  in queittob on the ground merely of the existence of any, vacancy in, or defect in the c"wstlttlffon 0" ~ co'ltftcft 14 (1) the duration of any council constituted under this act ahall be three years from the date of its first meeting duration and dii-solution of the council (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 s  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 duty of carrying out the provisions of this act shall be vested in the council 10 functions of the council (2) in particular, and without prejudi~ to the generality of the fot'pgoi!lg power, the duties of the council shall include-(a) the prescribing of the standards for, and conduct of examinations for enrolment of candidates in the register and of the fees therefor; is (b) the registration and training of students; (c) the prescribing of qualifications for entry in the register; (d) the recognition of foreign qualifications and training for purposes of enrolment; (e) the granting or refusal of certificates of practice under this 20 act; (f) the maintenance and publication of a register of persons qualified to practise as company secretaries; (g) the levy and collection of fees from members, examinees and other persons; (n) the removal of names from the register and restoration to the register of names which have been removed; (i) the regulation and maintenance of the status and the standards of professional qualifications of members of the institute; (j) the carrying out, by granting financial assistance to persons 30 other than members of the council or in any other mclnner, of research in such matters of interest to company secretaries 8s may be prescribed; (k) the maintenance in the prescribed manner of libraries and the publication in the prescribed manner of books and periodicah 35 relating to management of companies in the prescribed manner and such allied subjects as may be prescribed; (1) the granting of such financial or other assistance to students of the institute as may be prescribed; i- (m) the exercise at such disciplinary ~wers as may be pre 40 crl~ i i 18 (i) for the efbcient perfon • mce of its duties and functions the council shall appoint a secretary who shall be a member of the institute and may-staft,remuneration and allow_ ances 5 (a) appoint such other persons on the staff of the institute as it deems necessary;  'i, il  i  ," __ , - 1 h:,1:  'i: i (b) prescribe the terms and conditions of service and the scales ?f pay of the secretary and other employees of the inc;titute, includ-ing persons who have become employees of the institute under section 33; \ ' :;~~!j 10 (c) fix the allowances of the president, vice-president and other members o£ the council and its committees (2) the secretary of the institute shall be entitled to participate in the meetings of the council and the committees thereof but shall not be entitled to vote thereat is 17 (1) the council shall constitute from amongst its memb<"'; the following standing committees, namely:-committees ot the council (a) an executive committee; (b) a disciplinary committee; and (c) an examination committee 20 (2) the council may also constitute a training and educational facillties 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) the executive committee shall consist of the president, and the 25 vice-president, ex-officio, and three other members of the council elected by the council (4) the disciplinary committee shall consist of the president, ez odicto, one member to be nominated by the central government from amongst the members nominated to the council by that government and 30 one member to be elected by the council (5) the examination committee shall consist of the president or the vice-president, ex ojjicio, as the council may decide, and two other members of the council elected by the council (6) notwithstanding anything contained in this section, any commit-35 tee formed under sub-section (2), may, with the sanction of the council, co-opt such other members of the institute not exceeding two-thirds of the total membership o~ the committee as the committee think fit, and any member so co-opted shall be entitled to exercise all the rights of a member of the committee 40 (1) every committee constituted under this section shall elect its own chairman: provided that-45 (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 "tt>'fhe staritttnlg 'comrttitteq 1lnd''other 'critmntttees _ fol'mw · r this section shall exercise such functions and be subject to such ~i­tiodl' in 'iheexercise thereof as may be prescribed finances of the council 18~ (1) there shall be established a fund under t1le"~'ftt and coatrol ()f the council into which shall be paid all llloneys (including s donations 'and grants) received by the council arid out of whi~h' shall be lmt all expenses including any donations made and liabilities 'properly incurred by the council i(a) 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 10 security approved by the central government (3) the council shall keep proper accounts of the ftirids distinguishing capital from revenue (4) the annual accounts of the council shall be subject to audit by a chartered accountant in practice within the meaning of the thai'tered is accountants act, 1949, to be appointed annually by' the council: 38 ot 1949 provided that no member of the council who is a chartered accountant or a person who is in partnership with such member &hall be eligible for appointment as an auditor under thissub:section (5) 'as soon as may be practicable at the end of each year, but not 20 later than the 30th day of september of the y~ar next fonowing, i the council shall cause to be published in the ga~tte of in:dtaa copy of the audited accounts and the report of the councll for that year 'and copies tit the stud' accounts and report shall be forwarded to the centr,l gov-"errtihent:llnd to all the members of the institute '25 (6) subject to such directions as the central government may, by -bfdet tnwtlting, make in this behalf, the council may borrow-(a) any money required for meeting its'liabilities on eapital account on the i>ecurity of the fund of' on the security 'ofnnyother assets for the time being belonging to it; or '30 (b) for the' purpose of meeting current liabilities pending the receipt of income by way of, tempotllty loan or over-draft  chapter iv register of membersregister 19 ' (1) "the coilucil'shah maintain' in the i~e~ttbed 'rt'ulfther ~ remis- 35 ter of the members of the institute ' (2) ;the itegisler shall include the 'followingj partictilars about· every member of the institute, namely:-(a) his full name, date of birth, domicile, -residenttal a1'ld pro-''ft!ssto'haladdreaet!l; 40 (0) the date on whieh hfs' naixie ~ imteriid bt the' h£igi:iter; (c) his qualifications; (d)'whsthqt he"hnlds' a" certifioate of practicej' and '(e) any other particulars" ,hich 'may bee' ptes'c'r1bed : "r"jrtteioeunctiltall c:ause to ,be publlabed in ,uchlululer as may be ~rescribed '8 ,jj8t t>fl1l8d1l>en of the inatitute  en the lstday of april ~f each year, and shall, if requested to do so by any such member, mhri l!hn 'atopy of 'such llist s  '({) :,every member of the institute shall, on 'his name bemg e'ntere!d in the register, pay such annual membership fee dtffenng in amount ac· cording as he is an associate or a fellow as may be p'r'esertbed, 'viihtcb shall not exceed three hundred rupees in any case '29  (1) the' council may remove from the 'registerthenattl'e di'any 10 member of the instittlte-removal from the register (a) who is dead; or (b) from whom a request has been received to that effect; or (c) wiow has not paid any prescribed fee required to be ')aid by ·him; or -is cd) whofsfounti tbhave "been $t1bject 'at the time when his 'name wns entered in theregi~ter, or who at any time there-'4tter h'as become subject, ,to any of the disabilities ~ntit)ned 'til section 8, or who for any other reason has ceased ·to 'be'enfiued to 'have his name bome on the register 20 (2) the council shall remove f'rom the register the name of any member in respect of whom an order has been passed under'this act removing him kom membership of the institute  chapter v misoonduct2s ~1 :(1) where a receipt of inrormation by, or a complaint made to 'it, the omtncil is prima facie of opinion that any member of the institute - bs  ·been "guilty of any professional or other misconduct, the council 'silall 'refer ,the cue to the disciplinary conunittee constituted under section 17, and the disciplinary committee shall thereupon hold such 30 inquiry and in such manner as may be prescribed and shall report the ,result of its inquiry to the council procedure in inquiries relal ing to misconduct of members of the institute '(2) ifi;onreceipt of such teporttha councllfinds"that the member of " the 'institute' is rtot gullty of any professional or other 'misconduct, it 'sltall record its'finding accordingly and dl~t'that the proceedings 81001 35 be filed, or the complaint shan be dismissed, as the case may be ~,) 'if"on'1'eceipt of such report the council finds that the member of ·,the iaatitute is guilty of any pl'dfess1onal or other misconduct, it shall (rnlmd jt~fttldiag accordingly, and shall proceed in the manner laid down ·dn'i!je,succ:eediligsuboeeetions 40 (4) where the finding is that a member of the institute ha~ been guilty of a professional misconduct specified in the first schedule, the council shall afford to the member an opportunity of being heard before ql'ders are ,paseed ~gainst bim on the case, and may thereaf,ter m'uke any oftbe followidg orders, namely:-(a) reprimand the ji'l~t'; (b) remove the name of the member from the register for sl1ch period, not exceeding five years, as the co\ldcil thinks fit: provided that where the council is of opinion that the case is one in which the name of the member ought to be removed from the register for a period exc~eding five years or permanently, it shall not make any s order referred to in clause (a) or clause (b), but shall forward the case to the high court with its recommendations thereon (5) where the misconduct in respect of which the council has found any member of the institute guilty is a misconduct specified in the second schedule, it shall forward the case to the high court with its recom- 10 mendations thereon (6) on receipt of any case under sub-section (4) or sub-section (5), the high court shall fix a date for the hearing of the case and shall cause notice of the date so fixed to be given to the member of the institute concerned, the council and to the central government, and shall is afford such member, the council and the central government an opportunity of being heard and may thereafter make any ot the following orders, namely:-(a) direct that tlie proceedings be filed, or dismiss the complaint, as the case may be; 20 (b) reprimand the member; (c) remove him from membership of the institute either permanently or for such period as the high court thinks fit; (d) refer the case to the council for further inquiry and report (7) where it appears to the high court that the transfer of any case 25 pending before it to another high court will promote the ends of justice or tend to the general convenience 01\ the parties, it may so transfer the case, subject to such conditions, if any, as it thinks fit to impose, and the high court to which such case is transferred shall deal with it as if the case had been forwarded to it by the council 30 explanaticm i-in this section, "high court" means the highest civil court of appeal, not including the supreme court, exercising jurisdiction m the ill"ca in which the person whose conduct is being inquired into is in service or carries on his profession or has his principal place of profession at the commencement of the inquiry: 35 provided that where the cases relating to two or more members of the institute have to be forwarded by the council to different high courts, the central government shall, having regard to the endaof justice ~nd the general convenience of the parties, detennine whieh of the high courts to the exclusion of others shall hear the cases against 40 all the members explanation 1i-for the purposes of this section, "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 m~ber of the institute at the time of the inquiry 4s (8) for'the purposes of any inquiry under this section the council and the disciplinary committee referred to in sub-section ci) shall have the same powers as are vested in a civil court under the code of civil 5 of 1908 procedure, 1908 in respect of the following matters, namely:-5 (a) summoning and enforcing the attendance of any person and examining him on oath; (b) the discovery and production of any document; and (e) receiving evidence on affidavits professional misconduot defined 22 for the purposes of this act, the expression "professional miscon-10 duct" shall be deemed to include any act or omission !qecified 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 council under sub-section (1) of section 21 to inquire into the conduct of any member of the institute under any other circumstances  is chapter vi regional councilsz3 (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 20 that may be notified by the central government under clause (a) of subsection (2) of section 9 constitution and functions of relional councils (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 2s 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 ac-(ii) till a regional council is constituted for snch area in cordance with the provisions of this section, whichever is earlier  chapter vii penaltii!"s16 subject to the provisions of section 7, any person who,-(a) not being a member of the institute,-(i) represents that he is a member of the institute; or penalty for falsel, claiming to be a member, etc (£i) utes the designation "campen)' secretary"; or (b,) beidg a member of the in&titute~ but not having a c~l'uft~a~ of prlhltioe; i'teives;eltts that he ii in pl'~tice qr, pracps • _ a c,qljlp8w' ~cretary',     i hall be punishable on first conviction with fine which may extend to s one thousend' rupees, and on· any ~!l8jlt ~vicuon wi~ imprisonment which may extend to six months, or with fine which may extend to five thousand rupees, or with both  ii (1) save as otberwise pr,evided in this act, no }:lef,ijqn s~l1-fa) use a name or a common seal whiah is identical with the 10 name or the common seal of the institute or so neiu'ly resembles it as to deceive or al is likely to deceive the public; penmty fm't uug name· of the council, or awarding degree of company secretary (b) award any degree, diploma or certificate of bestow any designation which indic~tes or purports to indicate the position or attainment of any qualification or competence in company secretary 15 ship similar to that of a member of the institute; or (c) seek to regulate in any manner whatsoever the profession of company secne1ad  ~~ any ~~n contcavemng tpe provisions of sub-section (j~ shall, witbo\lt px:ejudice to any other proceeding/i which may be taken against 20 him, be punishable on first conviction with fine which may exteftd to one thousand rupees, and on any subsequent conviction with imprisoneent which may e$nd to six months, or with fine which may extend to five thousand rupees, oi' with both (3) nothing oontained in this section shall <q>pjy t9· any university lls or other institution establ~ed by law or, to any body athliated to the itliititute 26 (1) no company, whether incocpoaltedl in, laadia or ejeewmtre, shen practise as company secr'etades companies not to engage in company secretaryship (2' any colilj1y oon_vening ~ ~vibiqns o,f sup,fie<:tion (1) shall 30 be punishable on first c,onviction, with flne whu:h ~y extend to one tho~ sand rupees, and on any subsequent conviction wit'b fine wht~h may extend to five thousand rupees   %7 (1) no person othe» tp~1 ~ljl,r of the institute shall sign any document on behalf of a company secretary in practice or a flrm of 35 such company secretaries in his or its professional capacity unqualifled persons not to sign d,ocumenu, (2) ait)l' ~a contrav~ding t4e provisions of sub-section (1) shall, without prejudice to any other proceedings which may 'be, tdejlagai_ him, be punishable qa "cp~1jon, \iiiitbnne wl1u:b; !pay extend to one tb$>~~d ru~esj apd on any subsequent convibtion w1l:h imprisonment 40 which may extend to six months, or 'wfth ftfte wiltch ny extend to fi~ thousadd ~ - wtia1mttt), 28 (1) if the person committing an oftelice under this act is a company; ~ cgmpanyas well as every person in charge of, and responsible to, the cqillpany for ,tl)e conduct of its business at the time of the commiss,ion ,o,f the offence shall be deemed to be guilty of the offence and s shah be liable to be ,proceeded aaainst and punish~d accordingly: pro'lided that'bothing 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 10 (2) :t;{otwithstanding anything contained in sub-section (1), where an qtlence under this act has been committed by a company and it is ~roved that the offence has been committed with the consent or connivance of, or that the commission of the offence is attributable to any neglect au the part of, any director, manager, secretary or other ofiicer of the com-is pany, such director, manager, secretary or other officer shall ala) be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly : ezplanation~for the purposes of this section,-(a) "compariy" means any' body corporate and includes a firm or other association of individuals; and 20 ~, " -(b) "director", in relation to a firm, means a partner in the firm sanction to \lro&ecjl)e 29 no person shah be prosecuted under this act except on a complaint made by or under the order of the council or of the central 25 go~rnment  chapter viii app~30 (l)a~y member o~ the institute aggrieved by any order of the council imposing on him any of the penalties referred to in clause (a) 30 or clause (b) 01 sub-section (4) of section 21, may, within thirty days of the date on which the order is communfcateq to bim, prefer an appeal to the high court: provided that the high court may entertain any such appeal after the exjy otthesaid peiiod of thirty days, if it_ satisfied t~at the member was~preventedby,sufticient cause fromfihng the appeal in tude 35  ' (2) tbe high' court may', on its own' motion or otherwise, after calling for'tile ret:ordsof any" casel revise any order made by the council under sub-section (2) or sub-section (4) of section 21 and may-, ',' (a)confi~1 modify or set asi~e the' order; 40 ' (b)" impose any penalty or set aside, reduce, confirm orenhant!e  the' pena\tyimposed by the order; , - 'l (c) remit the case to the council fo~ suchfutther enquiry as the ," <rugh court considers proper in the cireumsfances of the case; , (so p$$ll s~ oth~, q~~r~s,th,m~;court tpjq~',,4~:1 ~ that no· ordel' 01 the council· shall' be mochfted-orset aal~ unl  · the, council i has· been given- an· opportunity, of~bei~ beard: 'and 'do ordu'impoiidl or enhancing a· ped8lty· f1he:ll be p8si!ied' ujiless the ]\'etiloft' concerned hncbeen, given an opperiuiuty· of beidg md\ ~l~-ip tbis sectiqd  "ljjgr ~f'aod: '1  ·01:  ~ titu~~' have:~,~_ij~ii ~ id __  2j   chap'l'jir ix''dialckvtlqjt oil, thb·ijlimtuts oi',g!emmk¥ ~ (ipl!tdia mqi ___  l1n'88r 'piib' ~,acp-10 ~ od, the commeneement of: this act-,(~) ~'~f, ~ eii tlmt,i"'t4-,qf,~'~ ,-~ r~~_, un4tr the coinpeaie& ad sball _d, dinol~ and thereafter no person shall make,  ;(w? ttwead)'dajnaoridao mands or proceedings against the dissolved company or against any is officpr thereof in his capacity as web omeer-coept iii, so fer as me1 be n,~e~siijy, feu" epiortitlg tbe p1pw~~s,at wa,~ diaso1u-tion of the h1atitute of company secretaries of india registered under the companies act (b) the right of every member to, or in respect of, the dissolved 'company shall be &xtingui&hed, and thereafter no member of that company shall make, assert or take any claims or demands or- pt'&- 20 c~edingji in, re~~t gf tl;l~~ cqqwrw  except, as, wqy;i~d~~, t~af::t, 32 (1) on the commencement of this act, there shall be tra,qi~ to and vested in the institute all the assets and liabilities of the dissolved company, transfer of asllets and liabiutiea of the dissolved company to the  institute (2) the assets of the dissolved i cclllllp8lly' shall be deemed to include 2s all rights and powers, and all property, whether movable or immovable, of that company, including in partieu1ar~ cash balances, reserve funds, inves,tments, deposits and, ,all o~er in~restli aj,l,dri(~ts  iror a;i~ ow of su<!h property ~ ,may be in the p,osseslij,on of the di~lved co~ny' and au ~~ of accounts, wlpers or (lbcu,qlents ofi ~ c!jssoj~d, ~~- 3r paily; and the llabillties shlul, be, deemed to in,clude, all debts l1aj5ultie;l  and 'obligations of whatever kind them' existing ofihat cpmgany: " (,aucortfactl, ciebte, bga~ ~ta"i ~j' ijuitrlnr ti of _ateartltt nmure,to wqich· tlat~vedtooljllmllj ,i •• par - , ~ ing,oc·havillg:'~' iqamed~ ~,tmj~;qf(·t:bjs'''''''~m , shall be of as full force and effect against or in favour of the institute, as 1m,ctiie·maji'btt, and, jjl8t"l,bel~_" ~ 1wi,~e~"jq'jf insrdrob tat, ~,coaapany~ t_imit-jtdj~'pariyc'''''''",, (4) if, on the commen~ement of this, act, 81;)y suit, a~ or other legal proceeding of whatever nature by or against the dissolved com- 40 p~f~oi~ndj~, the ~ $au\~ ~ ,be_~~_'~i ~4n any way prejudicially affected by reason at thq, tratmf~ tothelfli~~of the assets and liabilities of the dissolved company or of anything cod-ta~~ in this act, ~ the, suita~ o,r, othet, p,l'~qa! ~y be continued pr~ted ~: ~qr~ by or apips~, 1m ~t" ~ttae 4$ ~~r<uti·to'<1i8l1'le, iment'lstt 'would-'ol- may be ~tinuet!,­~ idd"~ l)y 'or -apjnst 'the 'tf~ eonyu thta "act''jrad '!ibt '1m'~ _ _ _ 33 ,(1) every person employed in the dissolved company jild conti- provisio_ "'5 ,ntfbtg lh 'ttse11lploymlel1t immediately 'bl!fare't!te tomn1en'ce!nettt of thfa :~ j~t fha'lt ~jfrom iuehcdtnmencement, be~me mempl~ -at the ~~~­~ttrte "mum 11016 hfso~ or -servree :th~e!n '~'the,~,temtt"e and ~ uj)fh1 theaame terms and c:onditions ard with the same riihts and pri- company \rueles u to ,pension and gratuity as he would' have held the same under 10 the dissolved company if this :act 'had not 'been pasied, ana shall continue to do so unless and until his employment in the institute!s termirateddr, until his remuneration, tei'ixls and conditions ot employment -,au duly altered l;iy the·institute 1(2) '1fotw!tbstattt1fng'anytbingcmltalned 'tn the1nftustrial ;j)jsputes 14 of 114'7 i s act, 1947 or·m ·any cjtt\er ~ klw for'the'¢tmebetrag-tn;fotce, 'the 'ttansfer ot the services of any employee of the dissolved company to the inst!-tute_ll not, entitle : any iufh employee to, any ampnsaijo!l under that acrtor other law, and no such-claim shall be enterlaided-by any ·e }uft, ,tiburii ,or ,other authority  -20 chapter x14 (1) 'where al'lomer 18 ritadeunm :this i\ct freprllmndhlg a mem-'ljer, ''8 y'~m"i:f''df the'po'ntshntlnt'whall be entered ,ainat his 'jwuae 1n the ~r alteration in the repter andean-(2) where the name of any member is removed, the certtftca:te of eellatiod practice gnlnted to him under this act shall be recalled and cancelled-=~-35 (1) the central government may, from time to time, is-suf! such ~odl direotions to the council ai in the opinion of the central government of,the ale conducive to the fulfilment of the objects cjf thlos 1\ctartd in the g:~!~_ ~o discharge of its function's, the 'council shall be bound to carry 'out any men& such directions (2) directiqilsissued under sub-section (1) may include directions to the council to mdke any regulations or to amend or revoke any regulations already made 3s (3) if, in tbeopinion of the central government, the council has persistently committed default in giving effect to the directions issued 'un8'er itltis '~tftm, ·the o~tr81goftrmnent 'may, aft~r giving an tturtfty'to (the !coutt~il :to lftlltefts case, 'by:oriler, ,dosolve the council, wheredter a new council shall be constituted in accordance c with ,the, provisions of this act with effect trom such date as may be speclfwd -4y ,the ,central government (4) where the central'h<weritmen:~ pa!l~ tin '6rd~under sub-1iettien (3) -dislolving the counail,itmay,pendilli the conostitution of a new council in accordance with the provisions of this act, authorise 45 ally person or body of, persons to take over th~ management of the aft'a1tso'f 'thetmtttute and to exercise ,stlch ftmctuni" as may be spedfled in this behalf by the central goverluwerit - no sui~ prosecution or other les~ pj;oceedjng un l~ aialillt the ceotral government or the coupcil in r~ of anytbini"",,hich is in good faith done or intended to be done in pursuance of f:hia ~ct or of any :oegulations or orders made thereunder protection of action' taken in good faith  i 37 (1) where a company secreta,ry in practice or,~a firm' of such 5 company secretaries has more than one office ln~clia, ejc~ ~one of such offices shall be in the separate charge of a meniber of the jnstitute: maintenance of branch omce provided that the council may in suitable cases' exempt 'any cqh'lpany secretary in practice or finn of such, company seeretaries from the operation ot l:his sub-section   10 (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 ohangesiu relation thereto becipro-1lt7 38 (1) where any country, notified by the central government in 15 this behalf in the official gazette, prevents persoll1l of indian domicile from becoming members of any institution siniillu' 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 20 the institute or practise the :::>rofession of company ~retaries in india ~:) 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 f>ntry in the register 25 39 (1) the council may, by notification in the gazette of india, may make regulations for the purpose of carrying out the provisions of this act pew to make rep1atione (2) in particular and without prejud~ce to the generality of the foreaoing power, such regulations may provide for all qr any of the following matters, namely: -30 :1,;) the professions that may be recognised under sub-section (2) of section 2 and items (1), (3) and (4) olpart i of the plrst schedule; (l,1) the examinations apd training for the purposes qf clauses ~t'), (d) and (e) ofsub-sectiori (1) of section 4;  " 35 ,  ee) the manner of making an application and granting thereof under sub/-section (3) of section 4 or sub-section (3) of sec~ 5; (d) the fees pny!1ble under sub-section (3) of section 4'; subaection (3) of section 5, sub-section (2) of section 6, clause (0) of ::rub-section (2) of section 15, sub-'secfon (4) of section 19 and clause 40 (c) of sub-section (1) oifsection 20;  f i (e) the qualiftcations and practical experiemle for the pui'posee of sub-section (3) of section 5;'  , (j) the form in which an applicatiqn rnay b~ ql~"e \1ndcr sub  ~ection (2) of ~ion g; ,,' , 4s ' (g)  tbe m~er in which an election to the council rna, 1w eonqucted under section 10; , , 5 10 , l  {h) ''the transaction of business by the council for the ducharge of its functions under section 15 and other provisions of this act, the place at which and the intervals at which the council shall hold its meetings for the transaction of such business, the procedure to be followed at such meetinp 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 (i) of sub-section (2) of section 15; (j) the carrying out of research in matters of interest to company secretaries as required by clause (j) of sub-sectioll (2) of section 15; 15 (k) the maintenance of libraries and publication of books and periodicals relating to management of companies andaliled subjects, as required by clause (k) of sub-section (2) of section 15; (l) the exercise of disciplinary powers, as required by clause (m) of sub-section (2) of section 15; 20 (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 trcmsactic'ln of such business, the procedure to be followed at such meeting and all other matters connected therewith; (n) the manner 'n which the register may be maintained under sub-section (1) of section 19; 25 (0) 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 pulblished under sub-section (3) of section 19; 30 (q) the inquirhs to be held under sub-section (1) of aeetion 21; (r) the mann£r in which regional council may be constituted under 1'1ub-section (2) of section 23 and the functions 'thereof; (s) the conditions subject to which foreign qualifications may be recognised untfer sub-section (2) of section 38; 3s (t) any other matter which is required to be, or ~ay be, prescribed under this 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 governtrlent 40  (4) every regulation shall, as soon as may be after it is made by  the council, be forwarded to the central govemment and that government shall cause a copy of the same to be laid before each house of ~rliament~whi1e it is in session for a total period of thirty days, whicb m __ y be corpprised ill one session or in two or more successive sessions, ts  and if, before the expiry of the session immediately fonowing th, sessior or the succ(!ssive sessions aforesaid, both houses agree in malr '''' trtg any modificatirn in the regulation or both houses agree that tm rerutation ib~ld 'lot be made, the regulation ahall thereafter haw "'eltect ~nly iii: such modffiedform or be o~ no memj~jttie 'case may be; so, however, that any such modification or annulmeht 'lhin 11e without  :'~pdljudioe to tht!' vaudity of anything 'p'evioualy ,_lw'lu"r that reguliaiton   the 'first sch'lbtroe {see :1nictkms 21 (4) aacl2a] : but i professional misconduct in rer~tionto· tn4!mbentjf 'h 1118rttute in practi~a company secretary in practice shim be cieemeti 'to be guilty of 10 professional misconduct, if he-(1) allows any other person to practise in his name as a com-,pany secretary' unless such other personrs a :compatiy secretary or is a member of such other re-eogntsed;professi<m 'as 'may' be p,-, cribed in this -behalf, and is in p!1ttnerihip with or emtmoyed by is ,him; (2) pay's or allows or agrees to payor allow,direc!t1y or indiredly, any ahare, c9mmiision or brokerage in the fees or profits ofhis ;professional w-ork to any;pe1"son, other than a 'member of ,the institute or a partnerqr a retired partner arthe 1 ~presenta- 20 tivc of adeceatoed - partner erpla;n~tion-in this item, "partner" includes '8 'person residing outside indiawlth whom a company secretajw in practice has entered into partnership which is dot in conttavention of item (4) o~ this part; 2s (3)ac:cepts or ag'n!es to aceept, ex~ept -from a member of the institute or from anyone belonging to any of the recognised professions prescribed for the purpose, any part of the profits, fees or other remuneration arising out of the· work:' wh+ch is - ngt· af a profesr8ianal natlue; 30 (4) ,e'n, tel's -inta partnenihip rih ,any pe1"iion other than a company 'secretary in practice or a member of ·any ether neoidised profession as may be ,prescribed or a person resident without india whn b'ut for his eesidence abroad would have been entitled to be relgistered as a member of the institute under clause (e) of sub- 3s section (1) of section 4 or whose quauftcattolj's are 'recognised !by the central government or the counetl for the putpme of membership of the :institute :provided that-thec~ ssretaty shares 'in the &es;ur ;proftts ,of the ,pr,qfessional ,wo,pk of tbe,pad;dership both within and without india; 40 (5) secures, either thrwgh the;eervioa,ofa rpetlob not qualified ·to: be :his rparider or by means which·de not· open to a company  t:iecretary, any ~rof8s8ional -work; , (6) solicits ~ltet1ts or prdfessiaruil ~ork, ~htft 11llhofly or indirectly, py circular, adverttsemerlt, 'pertmmfi ~iutltm or 45 interview or' by any other means; (7) dvertiaea  hie proiells~nal attainments :or !services, or uses ,any ;ddtipatian ,:or et[prftsion  other ,than cell\pany $eqretary on professional documents, visiting cards, letter-heads or sign doarcil, unjesr  it be a degree of a univel'flit~ _bushed by law in india or recognised by the central government or a title indicating membershipof·'the,illititute or of-ant other institutfoil that- has been reco~ised by the central govemment or may be recognised by the <;9l,1q~u; (8) accepts the position of a company secretary in practice pmriclul¥ held· by another· company: secretary in practice; without first communicating with him in writing; (9) charges or offers to charge, accepts or o~rs to accept, in 10 j:tiiiictr qf; any proiessional employment fees  which are based on iii pw>cei)we, of proftts or, which are continglmt upotl the, ftndi!)q or results of such employment, except in cases which ara:'pamitwt \¥lderatly regujatio:os made under this, act; (10) engages in any business or occupation other than the pro: is 1iession of company secr~,ti:u'y ullle$~ permitted by the council so to engage: ' , ~ n'~! ~'ii -  i "t r~ ~ nj provided that nothing contained herein shall disentitle a company secretary from being a director of a company except aft provided in the colllpanies act i 20 (11) accepts a position as company secretary in practice pre-"'uny hew by soaw- other company secretary in psn:tice ill 1iuohr conditions as to constitute under-cutting; (12) allows a person not being a member of the institute in p!'actfee or a member not being his partner to sign, on hts behalf 2s or on behalf of his fum anything which he is required to cer~ as a company secretary, or any other statements related thereto phifeniontjl m,i$co'nduct in relatiorn to members of the institute m sefvice 30 a",bn, of! tjmzn$jillt8 (oth~ ~ a me~ in, pr~~h'bf!jj be  id,~,~ftil~i, qfl pr;oftwiional lffiil'lon<hklt, ii ~ \l~a: i'~' ployee of any company, firm or person-(l,'pays or allows or agrees to pay, ditectly or indirectly to mt p«'ion any share in the emoluments of the employment under--telteft- t;y::tbe member;  35 00 :uc"tt,p\'·, •• · to, ecceptai1¥ part ~ fefs;pt~or;pins ~~"l: la  , a,col'qli¥ul~'~~ qr,bi:oker enpij~,h¥:t,~ compful¥,ji~o~ pel'scmor a~t;or cus~om~ of sucq coropary, ~ or person by way of commission or gratification; i_~ , ~ (,,:, dmeloaes ce~al informatioft acquired ill ,th& oourae,-oft his employment otherwise than as required by any law for the tt  ~i~ ~~e qr as ~rjilitte~ ~! hi~ e~p!oy'e,r~ '  , i'~ ~ 40  part iii profe88'ion4l misconduct in relati~ to members of the ionftitute ),  ~ a member of the institute whether in practice or not shall be deemed to be guilty of professional misconduct, if he-s (1) includes in any statement, return or form t() be submitted to the council any particulars lmolwing them to be false; (2) not being a fellow styles himself as a fellow;  , (3) does not supply the information called for or does not comply with the requirements asked for by the council or any 'of it 10 committees; (4) defalcates or embezzles moneys received in his professional capacity  the second' schedule[see sections 21 (5) and 22j  part i p-ro/ebsional misconduct in relation to members of the institute (n p7'clctice requiring action by a high courta company secretary in practice shall be deemed to be guilty of professional misconduct, if he-20 (1) discloses information acquired in the course of his professiom! engagement to any person other than the client so engagin~ him, without the consent of such 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 ftrm 2s - report of an examination of the matter • relating to company secretarial practice and related statements unless the examination of such statements has been made by himpr by a partner or any 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 cod-~o dllc!tiod with any report or statement contingent· upon future trans-; ~ actions ina manner which may lead tq the belief 'that he vouches for the accuracy ot the forecast; (4) expresses his opinion on any report or statement aiven to any busines5 enterprise in which he, his firm or a partner iil,jus firm 35 bas a substantial interest, unless he discloses the !pterest alsp in~ia report; (5) deliberately aids in or abets the concealment in his ltepor't at statement of material fact known to him although the dijclobute of which is necestary to make such statement not misleadlng; 40 (6) fails to disclose in his report a material mis-statement known to him and with which he is concemeg in aprwesaional capacity; (7) is grossly negugent in the conduct of his professional dua  ; (8) falls to obtain sutficient information to warrant the expralion of an opinion or makes exceptions which are sufficiently material to negate the expression of an opinion; (9) fails to invite attention to any material departure from the 5 aeneral1 y accepted procedure relnting to the secretarial practice; (10) fails to keep moneys of his client in a separate bankin, account or to use such mone, s lor purposes for which they are intended  part ii10 professional misconduct in relation to members of the institute generally requiring actio'll by a high court a member of the institute, whether in practice or not, shan be deemed to be guilty of professional misconduct, if he-(1) contravenes any of the provisions of this act or the regulattons made thereunder; is (2) is guilty of such other act or omission as may be specifted by the council in this behalf, by notification in the oftlcial gazette  statement of objects and reasonsone of the basic concepts recognised by the companies ac;t, 1956, is that the affairs of companies encompass not only the interests of the shareholders and those entrusted with the management, but also the int~ests of  workers, consumers and the community at large besides the compani~s "act, there ar~ other allied enactments like the capital issues (control) act, 1947, the industries (development and regulation) act, 1951, the monopoties and restrictive trade practices act, 1969, the foreign exchange regulation act, 1978 and other acts whicb also have a direct and substantial bearing on the working of the corporate sector in india in order to ensure that companies do comply with various provisions of law, the necessity for companies to appoint qualified secretaries with certain professional qualifications and training was being increasingly felt from 1961 onwards, therefore, the department of company affairs started holding of examinations for company secretaryship and awarding the diploma called the government diploma in cc'mpany secretaryship this position continuerl till 1968 when the government conceived the idea of giving statutory recognition to the institute of company secretaries however, to begin with, it was decided in 1968 to promote a separate institution under section 25 of the companies act, ie a non-profit sharing company and later to convert it into a statutory body accordingly, the government of india promoted the institute of company secretaries of india and registered it as a company on the 4th october, 1968 under a licence granted under section 25 of the companies act the administrative reforms commission has also examined the desirability of encouraging the growth of the profession of company secretaries as a necessary adjunct for a more efficient working of the corporate sector the said commission has also recommended that the companies with a certain paid-up capital should compulsorily appoint qualified secretaries and that suitable qualifications for such secretaries should be prescribed by the government they further observed that the qualification should include passing of an examination conducted by the government on all-india basis and training in the corporate sector (recommendation no 10, chapter vi, paragraph 12) for the past ten years, the profession of company secretaries has grown and more and more of our younger citizens are ~gistering for examinations conducted by the institute apart from the employment prospects and potential which the profession holds out, the need for having increasing number of professionally qualified company secretaries has been further recognised by the companies (amendment) act, 1974, which requires every company having a paid-up share capital of rs 25 jakhs and above to appoint a qualified person as a whole-time secretary even in respect "t companies with a paid-up share capital of less than rs 25 lakhs the need and desirability of having the services of qualified secretaries in practjoe is being increasingly felt by the ~ompanie$ the scope of the functions: and duties of a secretary has increased considerably under' modern conditions and the importance of the status of the secretary as a company administrator has been both judicially and statutorily recognised, i t is therefore proposed to undertake legislation to regulate the' projeuion of company secl'etaries on the same liaeit_;;the~m&sston of chartered accountants and the· profession of ,cqlt 11dd works j\t)cou~  ' ants  which are regulated respectively by  the ··chartt!l'edacodaitjmti' act, 1949 and the cost and works accountants act, 1959; since allthu&-pr~tessions have, a direct bearing on, the efficient func~ioning o~ c0tr:o,r~te sector, the institute of company secretaries of india to becqll$tituted under the proposed legislation will have the responsibility fot'conduct~ examinations for the profession of company secretaries; {or 'regtiiating ~he protession mcluding professional misconduct and for creallng neeeliury facilities for the growth and training of the members of· the professiod· the bill is intended to -give effect to the above proposals, the provr  sions of the bill are further explained in the notesoneiau new delluj ,,_ ~" i )  the lath march, 1980 p shiv shankar  clause 2-sub-clause (1) of this clluue seeks to define the various expressions used in this legislation whicll have not been defined in the companies act 195ft sub-clause (2) of thk clause spec;ftes as to when a member of the institute shall be d()elred to be in practice (''1aue 3-this clause provides th:~ the institute of company secretaries of india shall be a body c(lrpor:lte having perpetual succession and a common seal ctawe 4-'lbis clause enumerates the categories o£ persons who shall be entitled to have their names ent~r~d in the register of members of the institute this clause also provides f!;~· the conferment of honorary fellow membership on any person who has made a significant contribution to the profession of company secretaries cl4uae 5-unde: this clause, the membership of the institute w:n be restricted to associates and fellows and such associates and fellows shall be entitled to use the letters acs or, as the case may be, fcs, after their names clause 6-this clause seeks to prohibit any member of the institute :kom practising a profession of company secretaries unless he has obtilned from the council a certificate of practice c1ause 7-this clause seeks to declare that the members of the institute shall be known as company secretaries clcmue a-this clause enumerates the circumstances under which a ~rson shall not be entitled to have his name entered in, or borne on, the regi!o1er of members t:laure d-this clause provides for constitution of the council of tht! institute and for the numher of members who will constitute the council clause lo-this clause deals with the mode of election of the cotln  cil where any dispute arises regarding any such election, the matter will be referred by the council to a tribunal appointed by the central governmpllt in this behalf the decision of the tribunal shall be final this clause also provides that the council which functioned under the institute of company secretaries of india (which institute is proposed to be dissolved on the commencement of the legislation) may continue to ~nction as the council of the institute for a period of two years or till the new cauncll is cgdstituted untler sub-clause (2) of clause 9, whicheve?' is earlier clause n-this clause empowers the central government to nominate any duly qualified person to fill a vacancy in the council caused by the ftlure of the members of the institute to elect any member from any relional constituency -, clau,e 12-this clause prov:des for the election by the couneil ot the president and the vice~president, and for their term of otbce clause l3-this clause provides for the resignation of membership of the council and for the mode of filling casual vacancies in the council  clause a-under this clause, the duration of the council shall be three years from the date of its first meeting provision has also been made in this clause for allowing the council to continue even after the expiry of its duration until a new council is duly constitutecl clause 15-this clause seeks to enumerate the functions of the cowlell clause 16·--this clause empowers the council to appoint a secretary and other members of the staff of the institute, to prescribe by reiulations the terms and conditions of service and the scales of pay of the secretary and other employees of the institute, including persons who have become employees of the institute under clause 33, and fix the allowances of the president, vice_president and other members of the council and its cornrni t tees clause 17-under this clause, the council shall conatitute, from among its members, an executive committee, a disciplinary committee and an examination committee the council is also ('mpowered to constitute a training and educational facilities committee, a profel-jional researeh and publications committee, and such other committees as it deems necessary l·'ause 18-this clause deals with the financial powers of the council md also provides for accounts to be maintained by the colillcil· and its audit clause 19-this clause empowers the council to maintain a register of members to be maintained by the council and specifies the particulars 'nhich the register should contain clause 20-this clause empowers the council to remove the names :)f the members under certain circumstances clause 21-this clause specifies the procedure to be folll)wed in inquiries relating to misconduct of the members of the irutitute, and ilie authority which will deal with the cases relating to such mifa:oilduct clause 22-this clause seeks to define the expression "professional misconduct"  clause 23~under this clause, the council may constitute regional councils in the manner prescribed by regulations and specify the functions that are to be exercised by such regional councils this clause also provides that the regional councils of the dissolved company functioning immediately before the commencement of this legislation, may continue to function for a period of two years or till they 'ire constituted in accordance with the p,rov ~sions of this section, whichever is earlier ckluae 24-this clause specifies the penalty for falsely claiming to be a member of the institute clause' 25-this clause provides for penalty where a pen;on uses the name of the 'council or awards any degree of company secretaryship bi contravention of the provisions of this legislation cia1&8e 26-this elaube seeks to prohibit' companies from ~bsing the profession of company secfttaries i ' clavae 27-this clause seeks to 'prohibit unquaufied persons 'from siping docwnents as, or on behalf, of, compatry' seerietaries  ' clause 28-this clause provides 'for the liabilities of personsln i rei-peit ,of the offences committed by companies clause 29-under this clause, no person ~hall be prosecuted except on a complaint made by, or under the order of, the' council or' the central government clause 30-this clause provides for filing of appeals under certain circumstances by a member of the institute clause 31-this clause seeks to provide that the institute oj company secretaries of india, a company registered under ihe co~anies act,  will be dissolved on the commencement of this legislation clause 32-this clause provides for the transfer of assets and liabilities of the dissolved company to the institute to be constituted under this legislation clause 33-tbis clause seeks to provide for the transfer o~ the services of the employees of the dissolved company to-the institute to 'be constituted under this legislation clause 34-under this clause whe-re an order is made reprimanding a member, a record of punishment shall be entered against his name in the register, and where the name of any such' member is fe-moved from the register, the certificate of practice' granted to him will be caneelled clause 35-this clause empowers the central government to issue directions to the council which in the opinion o~ ·the central government may be conducive to the fulfilment of the objects of this legislation th:s clause also empowers the central government to dissolve the council if the council commits any defaelt in giving effect to the directions clause 36-tbis clause seeks to prohibit any action against' the central government or the council in respect of anything which l!i in good faith done or intended to be done by or under this'legislation clauae 37-this clause'seeks to protride that where 'a firm ,qfco~­pany secretaries has more than one office in india, each one o~ such ,office shall be in the sep~te charge of t~' member of the institute, unless exempted by the council  , - j '~ - (,:tame 38-this clause protid~s, fol' recognition<efforeign qualifies-~ on the basis of reciprocity~ , ": ' ,' ;c~39-this clause empowets' 'th~cotinci1 to' make regulations for t~;p~po$es of carrying out tb~ 'proyhions' of the ll!gis1ation 'sud-clause (2) of th:s clause enumerates the matters in reapect of  which 8uchngulations may be rhade this clause'also pr~vides,that the'council has to frame the regulations subject to the condition of prev~qus publicatjonand with the approval :of the ceatral govenmi~i1t, an~10r the jaying ,oj reiulationsbefore each hou8e of parliament ', ' ' , , the firat and the second schedule,-these schedul~' seek to e~~ ~~ rate the catesoriea of professional misconduct  memorandum regarding delegated legislationsub-clause (1) of clause 39 empowers the council to make regulations for the purpose of carry'ing out the provisions of the legislation the matters in respect of which such regulations may be made are specified in sub-clause (2) of that clause these matters are of procedural character moreover the regulations made under this clause will have to be laid before each house of parliament and they will be subject to the ~crutiny o~ parliament the delegation of legislative power is, therefore, of a normal character    : -  billto make provision for the regulation and development of the profession of company secretaries (shri p shiv shankar, mi"~ter 01 11;&10, justice and company alair • ) 