 the company secretaries bill, 1979 arrangement of clauses chapter i preliminary"'-"'l  clauses1 short title, extent and commencement 2 definitions and interpretation  chapter ii institute of company secretaries of india3 incorporation of the institute 4 entry of names in the register 5 associates and fellows 6 certificate of practice 7 members to be kno-wn as company secretariel 8 disabilities  chapter iii council of the institute9 constitution of the council of the institute 10 mode of election to the council 11 nomination in default of election 12 president and vice-president 13 resignation of membership and casual vacanciea 14 duration and dissolution of the council 15 functions of the council 16 staff, remuneration and allowances 17 committees 01 the council 18 fillanees of the council /  chapter iv register of mj}mbers19 register "1 , 20 removal from the registe~  chapter v 14isconduct21 prooedure in idquiries relating to- misconduct of member~ ot the institute 22 professional miscollduct defined " ,; • "  regional councns clauses23 constitution and functions of regional councils  chapter vii penal'l"ies24 penalty for falsely claiming to 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 offences by companies 29 sanction to prosecute  chapl'er viiiapp~ 30 appeals  chapter ix dissolution of the institute of company secal:raries of indiaregistered under the companies acr 31 dissolution of the institute of company secretaries of india registered under the companies act 32 transfer of assets and liabilities of the dissolved company to the institute 33 provisions respecting employees of the dissolved company  chapter x miscellaneous34 alteration in the register and cancellation of certificate 35 directions of the central government 36 protection of action taken in good faith 37 maintenance of branch offices 38 reciprocity 39 power to make regulations the first schedule-part i-professional misconduct in relation to membe,, of tjve institute in practice part ii-projessional miscondujct in relation to members of the institute in service part iii-profe8sional misconduct in relation to memberr of the institute generally  the second schedule-part i-professional misconduct in relation to members of the institute in ptactice requiring action by a high court part ii-professional mironduct in relaltion to members of the institute generally req'wtri~ ~ by 4 htgh cqu'rt -  the company secret aries bill, 1979 l-to be/as introduced in lok sabha 71 page 2, lines 28 and 29,-for "doucmen ts" read "documents it 2 page 19, 11ne 23,-for "meeting" read "meetings" new delhi; }february 21, 1979 phalguna 2, 1900 (saka)  billto make provision for the regulation and development of the professicrn of com:pa:ny secretaries be it enacted by parliament in the thirtieth year of the republic of india as follows:- chapter i1 (1) this act may be called the company secretaries act, 1979 s (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 commence-mento z (1) in this act, unless the context otherwise requires,-definitions and interpretation (a) "associate" means an associate member of the institute: (b) "companies act" means the companies act, 1956; 10 lof 1958 (c) "company secretary" means a person who is a member of the institute; (d) "council" means the council of the institute constituted under section 9; (e) "dissolved company" means the institute of company secretaries of india registered under the companies act; </> "fellow" means a fellow 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) "president" means the president of the col:lncil; s (j) "register" means the register of members of the institute maintained under this act; (k) "vice-president" means the vice-president of the council; (i) "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 10 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 is 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 20 secretary to, or in relation to, any company; or (b) offers to perform or performs services in relation to the promotion, ronning incorporation, amalgamation, reconstruction, ne~tion or winding up of· companies; or (c) offers to perfortn or performs such services as may be per- 2s formed by-(i) an authorised representative of a company with respect to filing, registering, presenting, attesting or verifying any doucments (ii1cluding forms, applications and returns) by or on behalf of the company, 30 (14) a share tralufer agent, (iii) an issue house, (iv) a share and stock broker, (v) a secretarial auditol' or consultant, (vi) an adviser to any company on management, ~cludiag 3s any legal or procedural matter falling under the capital ismes (control) act, 1947, the industries (development and regulation) 29011947 ", act, 1961, the companies act, the securities conttacts ~regu-65 of 1951 lation) act, 1951, and any of the rules or bye-laws made by a 42 of 1956 recognised stock exchange, the monopolies and restrictive trade 40 practices act, 1969, the foreign exchange regulation act, 1973, 54 of 1969 0  under any ouler law for the time being in force, f6 of 1973 l'(wi) issuing cer«ftcates on be!hal£ of, or for the purposes of, a cempany; or (d) holds himself out to the public as a company secretary in 4s pncthaj or !, (e) renders professional services or assistance with respect to matters of principle or detail relating to the practice of, the profe~ sion 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 ptactree", with their grammatical variations and cognate expressions, shall be construed accordingly  s chapter ii institute of oompa'ny secrr:railies of india3 (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 incorporation of the institute 10 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 inetitute at company secretaries of india and all such persons shall be known as members of the institute 15 (2) the institute shall have perpetual succession and a common seal and shall have power to acquire, hold and dispose at propc1:y, xncwabje· or immovable and shall by its name sue or be sued 4 (1) any of the fonowing persons shall be entitled to have his name entered in the register, namely:-entryqf names in there_ gibter 20 (a) any person who immediately before the commencement of this act was an assocjate or a fellow (including an honora:ry f"ello'iiv membel'\) of the dissolved company; (b) any person who is a holder of the diploma in company secretaryship awarded by the government of india; 25 (c) any person who has passed the examinations conducted by the dissolved company and has completed training either as spec1fted by the dissolved company or as prescribed by the cotmefl, ex(!ept any such person who is not a permanent resident of india; (d) any person who has passed such examination and completed 30 such training, as may be prescribed for membership of the institute; (e) any person who has passed such other examination and completed such other training without india as is tecogntsed by the central government or the council as being equivalent to the exam;im nation and training prescribed under this act for membership o~ the 35 insiitute: ptovi~ed that in the case of any person belonging to any of the claases ~ioned in this sub-section who is not permanently residing ill india, the central government or the c:ouncil may impose such further aobditions as it may deem to be necessary or expedient in the public interest 40 (2) every person belonging to the class mentioned in dause (a) or clause (b) of sub-section (1) shall have his name entered in the register without the payment of any entrante fee (3) every person belonging to any of the classes mentioned in clauses (t), (d) and (e) of sub-section (1) shall have his name entered in the 4s register on application being made and granted ill the prajeribed manner and on payment of prescribed entrance fee, which sball dot exceed four hundred rupees in any case (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 re-gister at the coinmencement of this act (5) notwithstanding anything contained in this section, the council s 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 :my election or meetings of the institute and 10 shall not also be required to pay any fee to the institute 5 (1) the members of, the institute shall be divided into two classes designated respectively as associates and fellows  associates and fellows(2) a:ny person other than a person to whom the provisions of subsection (4) apply, shall, on his name being entered in the register, be j 5 deemed to have become an associate and as long as his name remains so entered shall be entitled to use the letters "acs" after his name to , indicate that he is an associate (3) a person, being an associate who has been in continuous practice in india as 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 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 25 company secretary shall, on payment of the prescribed entrance fee, which ~hall not exceed four hundred rupees in any case, and on application made and granted in the prescribed manner, be entered in the register as a 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 certifteate of practice under section 6, notwithstanding that he did not actually practise during that period expl'anationil-in computing the period during which a person has been an associate of the institute, there shall 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 of the institute (4) any person who was a fellow of the dissolved company and who is entitled to have his name entered in the register under clause (a) 40 of suh-section (1) of section 4, shall be entered in the register as a fellow of the institute (5) any person whose name is entered in the register as a fellow of the lmtitute shall, so long as his name remains so entered, joe entitled to use the letters "fcs" after his dame to indicate that he is a fellow 4s 6 (1) no member of the institute shall be entitled to practise, cerwlcate whether in india or elsewhere, unless he has obtained from the council of praea certificate of practice tice (2) a member who desires ,to be entitled to practice shall make 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 case, 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 com pany secretaries provided that nothing in this section shall be deemed to prohibit any such member from adding any other description or letters to his is 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 20 8, notwithstanding anything contained in section 4, a person shall diaebilinot be entitled t:l have his name entered in, or borne on, the register 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 mis-30 fortune without any misconduct on his part; or (e) has been convicted by a competent court, whether within or without india, of an offence involving moral turpitude and punishable with imprisonment or of an offence, not of a technical nature, committed by him in his professional capacity unless in respect of 35 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 40 misconduct: provided that a person who has been removed from membership for a specified period shall not be entitled to have his name entered in the register until the expiry of such period,  chapter iii council of the institute9 (1) there shall be a council of the institute for the management of tile affairs of the institute and for discharging the functions assigned tp it py or under this act  5 constitutionof thecouncilofthe institute (:b~the council shall be composed of-(a) not more than twelve persons elected by members of the institute from amongst the fellows chosen in such manner and from such regional constituencies as may be notified in this behalf by the ocentrlll -government in the official gazette; and 10 (0' not more than four persons nominated by the central government 19 (1) elections under clause (a) of sub-section (2) of secuon9 shall be conducted in the prescribed manner mode of election to the council (2) where any dispute arises regarding any such election, the matter is shall ,be referred by the council to a tribunal which shall consist of one or illqre members of the board of company law administration constituted under section we of the companies act whom the central government may nominate in this behalf and the decision of such tribunal shall be final: 20 provided that no such reference shall be made except on an application made to the council by an aggrieved party within thirty days from the date of the declaration of the result of the election (3) the expenses of the tribunal shall be borne by the council (4) notwithstanding anything contained in this section and in 25 chapter ix, the council of the dissolved company shall, on the commencement of this act, become the council of the institute and shall function as such-(i) for a period of two years from such commencement, or (ii) till the council is constituted in accordance with the provi- 30 sions of sub-section (2) of section 9, whichever is earlier etrplcutation-for the purposes of this sub-section, the council shall be deemed to ·have been ~onstituted in acc:>rdance with the provisions of sub-tsection (2) of section 9 with effect from such date [not being 35 later thad thirty days from the date on whieh the results af the first e1ections,undel' clause (a,) of the said sub-section (2) are announced] al the central government ~y notify in 'the official gazette 11 if the members of the institute fall to elect any member under clause (a) of sub-section (2) of section 9 from any of the regional 40 nomination in default of election president and vice-president ~onstituencies that may be notified under that clause, the central government may nominate any duly qualified person from such 'constituency 10 fill up the vacancy, and any person so nominated shall be deemed to be a duly elected member of the council  n (1) the council at i~s first meeting shall elect two of its members 4s to be respectively the president and the vice-president thereof, and so often as the office of the president or the vice-president falla vacant, the council shall chooae a person to be the preaident or the vice-president, as the case may be: provided that the prelident of the council of the dissolved company ihan coiltinue to hold such offiae after the commencement of this act, 5 until such time  a president is elected under the provisions of this sub-eecuon (2) the president shall be the chief executiv~ authority of the council (3) the pnesident or the vice-president shall hold offiee for a period 10 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 coumi1 at the relevant t;me, he shall be eligible for re-election (4)  on the ~pif'ation of the duration of the council, or of the term 15 of office of the president thfteof, the president of the coudcil shall continue to hold office until such time as a new president is elected and takes over charge of his duties (5) in the event of the occurrence of any vacancy in the office ot the president, the vice-president shall act as president until the date on 20 which a new president elected in accordance with the provisions at this section to fill such vacancy enters upon his oftic::e and when the president is unable to discharge his functions owing to absence, illness or any other cause, the vice-president shall diacharge bis functions until the date on which the president resumes his duties 25 13 (1) any member of the councll may at any time resign his membership by writing under his baud adciressed to the ~nt, and the seat of such member shall become vacant when such resignation is notifted in the official gazette resignation of member ship and casual vacaneies (2) a member of the council shall be deemed to have vacated his 30 seat if he is declared by the council to have been absent without sum· cient excuse from three consecutive meetings of the council or of any of the committee which has been constituted by the council and ot which he is - member or if his name is, for any ~, removed from the register under the provisions of section 20 5s (3) a casual vacancy in the office of the elected member of the couw::ilshall be filled by fresh election from the constituency concerned or by nomination by the central government on recommendations made by the councll in this behalf, as the case may be, and the pei'soll elected or nominated to fill the vacancy shall hold office until the dissolution at 40 tta oo1mcil: provided that no election shall be held to fiu a casual vacancy occurring within six months 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 at the council 45 (4) no act done by the councll shall be called in question on the gt'ound merely of the existence of ally vacaney in, or detect in the constitution of, the council if (1) the duration of any council constituted under thia act shall be three years from the \ date of its first meeting duration and dissolution 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 , fonner council shall continue to exercise its functions under this &t 5 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 prejudice t& the generality of the foreg:>ing power, the duties of the council shall include-(a) the preacribing of the standards for, and conduct of examinations for enrolment of candidates in the register and of the fees therefor; i 5 (b) the registration and training of students; (c) the prescribing of qualifications for eawy in the register; (d) the recognition of foreign qualifications and training for' purposes of enrolment; (e) the grantine or refusal of certificates of practice under this 20 act; (f) the maintenance and publicstion of a register qf persons qualified to practise as company secretaries; (g) the levy and collection of fees from members, examinees and other persons; (h) the removal of names from the register and restoration to the register of names which have been removed; (i) the regulation and maintenance of such status and of such standards of professional qualifications of members of the institute, as may be prescribed; (j) the carrying out, by financial assistance to persons other than members of the council or in any other manner, of researeh in such matters of interest to company secretaries as may be prescribed; (k) the maintenance of libraries and publication at books and periodicals relating to management of companies in the prescribed 35 manner and such allied subjects as may be prescribed; (1) the granting of such financial or other assistance to persolll prosecuting studies for company secretaryship course as may be prescribed; (m) the exercise of such disciplinary powers as may be pres- 40 cribed 16 (1) for the efficient performance of its duties and iunctions, the council shall appoint a secretary who shall be a member of the institute and may-staff, remunerationadd allowances (a) appoint such other persons on the staff of the institute as it 5 deems necessary; (b) prescribe the terms and conditions of service and the scales of pay of the secretary and other employees of the institute, includ~ jog persons who have become employees of the institute under section 33; 10 (c) fix the allowances of the president, vice-president and other members of 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 members the following standing committees, namely:-committees of 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 facilities committee, professional research and publications committee and such other committees from amongst its members as it deems necessary for the purpose of carrying out the provisions of this act (3) 1'he executive committee shall consist of the president, and the as vice-president, ex officio, and three other members of the council elected by the council (4) the disciplinary committee shall consist of the president, ex officio, 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 ofjicij:>, as the council may decide, and two other members of the council elected by the council (6) notwithstanding anything ccntained 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 of the committee as the committee thinks fit, and any member so co-opted shall be entitled to exercise all the rights of a member of the committee 40 (7) every committee constituted under this section shall elect its own chairman: provided that where the president is a member ot suchcemmifltee, he shall be the chairman of such committee and in his absence the vice-president, if he is a member of s\1ch committee, shall be its chainnan 45 (8) the standing committees and other committees formed under , this section shall exejclse such functions and be' subject to' s'uch conditions in the exercise thereof as m,y be prescribed 18 (l) 'i'here hall be established a fund under 'the management and control· of the council into w~h shall be paid all moneys (inducting donations and grants) received by the council and out of which shall be met all expenses including any donations made and liabilities properly incurred by the council 5 (2) the council may invest any money for the time being standing to the credft of the fund in any g<rremment security or in any other security approved by the central government (3) the council shall keep proper accounts of the fundo distinguishing capital from re'lenue 10 (4) the anjlual accounts cf the council shall be su'bject to audit by a chartered accountant in practice wi thin the meaning of the chartered accountants act, 19419, to be appoi!lted annually by the council: 38 of 1949 provided that no member of the council who is a chartered ac('ountant or a person who is in partnership with such member shail be r 5 eligible for appointmen t as an auditor under this sub-section (5) as soon as may be practicable at the end, of eaeh year, but not later than the 30th day of september of the year ~xt following" the council shall cause to bepubushed in the gazette 01 india a copy of the audited accounts and the report of the council for that year and copies 20 of the said accounts and report shall be forwarded to the central government and to all the members of the institute (6) subject to such directions as the central government may, by order in writing, make in this behalf, the council may borrow-(a) any money required for meeting its liabilities on capital ac- 25 cgtlilt on the security of the fund or on the security q! any other 8&1ets for the time b@ing belonging to it; or (b) for the purpose of iile('ting current liabilities pending -the receipt of income by way of temporary loan or over-draft  chapter iv30  rmlster of membebsregister 19 (1) the council shall maintain in the prescribed manner a register of the members of the institute (2) the register shall include the following particulars about every member of the institute, namely: -3s (a) his full name, date of birth, domicile, residential and profeuiodal addr  ; (b) the date on which his name is entered in the register; (c) his qualifications; (cl) wh-ther he hold& a certific:ate of praetke; add (e) any other particuura whida may  pnsei'ibe& 40 (3) the council shall cause 'to be pubjished in such manner as may be prescribed a list of membl  s of the institute as on the 1st day of april of each year, and shall, if requested to do so by any such member, send him a copy of such list 5 (4) every member of the insttitute shall, on his name being entered in the register, pay such annual membership fee differing in amount according as he is an associate or a fellow as may be prescri'lled, which sball not e?{ceed three hundred rupees in any case zoo (1) the council may remove from tbe register the name of any 10 member of the institute-removal from the register (a) who is dead; or (b) from whom a request has been received to that effect; or (c) who has not paid any prescribed 'fee required to be paid by him; or (d) who is found to have been subject at the time when his name was entered in the register, or who at any time ther~ after has become subject, to any of the disabilities mentioned in section 8, or who for any other reason has ceased to be entitled to have his name borne on the regis~er 20 (2) the council shall remove from the register the name of any member in respect of whom an order has been passed under this act removing him from membership of the institute  chapter v misconduct2s 21 (1) where on receipt of information by, or a complaint made to it, the council is prima facie of opinion that any member of the institute has been guilty of any professional or other misconduct, 'the council shall refer the case to the disciplinary committee constituted under section 17, and the disciplinary comm~ttee 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 relating to mis_ conduct ofmembers of the institute (2) if on recc::ipr of such report the council finds that the member of the institule is not guilty ot any professional or other misconduct, it shall record its finding accordingly and direct that the proceedings shall 35 be filed, or the complaint shall be dismissed, as the 'case maybe  (3) it on receipt of such report the council finds that the member of the insitute is guilty of any professional or other misconduct, it shall record its finding accordingly, and shall proceed in the madner laid down in the succee~g lub-sections , 40 (4) where the finding is that a member of the institute hq beejl guilty of a professional misconduct specified in the first schedule, the council shall afford to the member an opportunity of ~ing heard before orders are passed against him on the case, and may thereafter make any of the following orders, namely:- (a) reprimand the member; (b) remove the name of the member from the register for such period, not e-x:ceeding five years, as the council 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 exceeding five years or permanently, it shall not make any' 5 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 thereun (6) on receipt of any case under sub-section (4) or sub-section (5), the high court shall fix a date foor 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 15 afford sllch member, the council and the central government an opportunity of being heard and may thereafter make any of the following orders, namely:-(a) direct that the 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 2s pending before it to another high court, will promote the ends of justice or tend to the general convenience of the parties, it may so transfer the case, subject 'to such co-nditions, 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 explanation i-in this section, "high court" means the highest civil court of appeal, not including the supreme court, exercising jurisdiction in the area in which the person whose conduct is being inquired in1io is in service or carnes 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 insti'lute have to be forwarded by the council to different high courts, the central government shall, having regard to the ends of justicp and the general convenience of the parties, determine which of the high courts to the exclusion of others shall hear the cases againsp'~ 40 all the members  erplcn4tion h-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 member of the institute at the time of the inquiry 45 (8) for the purposes of any inquiry under this section the cowlcil and the disciplinary committee referred to in sub-section (1) shall have the same powers as are vested in a civil court under the code of civil 5 of 1908 procedure, 1906 in respect of the following matters, namely:-5 (a) summqiling and enforcing the attendance of any person and ex&mining him on oath; (b) the discovery and production of any document; and (c) receiving evidence on affidavits protessional misconduct defined 22 for the purposes of this act, the expression "professional miscon-10 duct" shall be deemed to include any act or omission specified in any of the schedules, but nothing in this section shall be construed to limdt or abridge in any way the power conferred or duty cast on the council under sub-section (1) of section 21 to inquire into th'e conduct of any member of the imhitute under any other circumstances  chaprer vi regional councils23 (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 fo,r one or more of the regional constituencies 20 that may be notijled by the central g(jvernment under clause (a) ot subsection (2) of section 9 constitution and functions olregional councils (2) the regional councils shall be constituted in such manner and exercise such functions as may be prescribed  chapter vii25 24 subject to the provisions of section 7, any person who,-(01) not being a member of the institute,-(i) represents that he is a member of the institute; or penalty for falsely claiming tobea member, etc (ii) uses the designation "company secretary"; or (iii) uses the letters iiacs" or "fcs" after his name; or 30 (b) being a member of the in,titute, but not having a certificate of practice, represents that he is in practice or practises as a company secretary, shall be punishable on first conviction with flne which may extend to 35 one thousand rupees, and on any subsequent oculviction wi:th imprisonment which may extend to six months, or with fine which may extend to five thousand rupees, or with both !s (1) save as otherwise provided in this act, no person shall-(a) use a name or a common seal which is identical with the name ql' the common seal of the institute or so nearly resembles it as to deceive or as is likely to deceive the public; penalty for using name of the council, or awardingdegree of company secretary (b) award any degree, diploma or certificate or bestow any j designation which indicates or purports to inddcate the position or attainment of any qualification or competence in company secretaryship similar to that of a member of 'the institute; or (c) seek to regulate in any manner whatsoever the profession ot company secretaries 10 (2) any person contravening the provisions of sub-section (1) shall, without prejudice to any other proceedings which may be taken against him, be punisha'ble on first conviction with fine which may extend to one thousand r'lpees, and rm any subsequent convicti9ll with imprismment which may extend to six months, or with fine which may extend 15 to five thousand rupees, or with both (3) nothing contained in this section shall apply to any university or other institution established by law or to any body affiliated to the institute (4) if the central government is satisfied that any diploma or cei1ti- 20 ficate or any designation granted or conferred by any perso,n ot~r than the institute, whidl purports to b! a quawication in company secretaryshipoot whit-h, in the opinion of the central government, falls s'hort of the standard of qualifications prescribed for company secretaryship and does not in fact indicate or purport to indicate the position or attain- 25 ment of any qualification or competence in company secretaryship similar to that of a member of the institute, it may, by ndtification in tht' official gazette and subject to such conditions as it may think fit to impose, declare that 'this section shall not apply to such diploma or certificate or designation 30 26 (1) no company, whether incorporated in india or elsewhere, shall practise as company secretaries companies not to engage in company secretaryship (2) any company contravening the provilions of sub-section (1) shall be punishable on first conviction with fine which may extend to one thousand rupees, and on any subsequent conviction with fute which may 35 extend to five thousand rupees ~ (1) no person other than a member of the institute shall sign any document on behalf of a company secretary, inpractice or a firm of such company secretaries in his or its professional capacity unqualifled persons not to sifjl documents (2) any person contravening the provisions of 9lib-section (1') shall, without prejudice to any ether proceedings which may be taken against 40 him, be punishable on first conviction with fine which may extend to one thousand rupees, and on any subsequent conviction with imprisonment which may extend to six months, or with fine whim may extend to ove thousand rupees, or with both oftences by companies 28 (1) if the person committing an offence under this act is a cotn4 pany, the company as w~ll as every person in charge of, and responsible to, ~e company for the conduct of its business at the time of the commission of the offence shall be deemed to be guilty of the offence and 5 shall ,be liable to be proceeded against and punished accordingly:  provided that nothing con1ained in this sub-section shau render any such person liable to any punishment if he proves that the offence was committed without his knowledge 01' that he had exercised all due dili· gence to prevent the commission of such offence 10 (2) notwithstanding anything contained in sub-section (1), where an offence under this act has been committed by a· company and it is proved that the offence hasi been committed with the consent or connivance of, or that the commission of the offence is attributable to any neglect on the part of, i any director, manager, secretary or other officer of the com-15 pany, such director, manager, secretary or other offtcer shall also be deemed to ibe guilty of that offence and shall be jiable to be proceeded against and punished accordingly explanation-for the purposes of this section,-(a) ucompany" means any body corporate and inciudes a firm or other association of individuals; an 20 (b) "director", in relation to a firm, means a partner in the finn 20 no person shall be prosecuted under this act except on a com-sanction plaint made by or under th,e order of the council or of the central to 25 government prosecute   chapter viii  appeals30 (1) any member of the institute aggrieved by any order of the appeala council imposing on him any of the penalties referred to in clause (a) 30 or clause (b) of sub-section (4) of section 21, may, within thirty days o,f the date on which the order is commun,icated to him, prefer an appeal to the high court: provided that ',he high court may entertain any such, appeal after the expiry of the said period of thirty days, if it is satisfied that the 3s member was prevented by sufficient cause from fiwog the appeal in time (2) the high court may, on its own motion or otherwise, afer callling for the records of any cue, revise ~ 0 made by the council under sub-section (2) or sub-aection (4) of jection 21 and may-(a) confirm, modify or set aside the order; (/:» impose any penalty or set aside, reduce, confirm or enhanae the penalty impored by the order; , ! (c) remit the case to the cowlcil for such further enquiry as ths high court consider!'! proper in the circumstances of the cable; (d) pass such other order as the high court thinks fit: provided that no order of the council shall be modified or set aside unless the council has been given an opportunity of being heard and no order imposing or enhancing a penalty shall be passed unless the person concerned has been given an opportunity of being heard e:rplanation-in this section, "high court" and "member of the institute" have the same meanings as in section 21  chapter ix dissolution of the institure of company secretaries of india registered under the companies act31 on the commencement of this act-(a) the company known as the institute of company secretaries of india registered under the companies act shall stand dissolved and thereafter no person shall make, assert or take any claims or demands or' proceedings agaipst the dissolved company or against any j 5 officer thereof in his capacity as such officer except in so far as may be necessary, for enforcing the provisions of this act; dissolution of the institute 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 extinguished, and thereafter no member of that company shall make, assert or take any claims or demands or pro- 20 ceedings in respect of that company except as provided in this act 32 (1) on the commencement of this act, there shall he transferred to and vested in the institute all the assets and liabilities of :the dissolved company transfer of assets and liabilitie'i of the dissolved company' to the institute  (2) the assets of the dissolved company shall be deemed to include 2s all rights and powers, and all property, whether movable or immovable, of that company, including in particular, cash balances, reserve funds, investments, deposits and all other interests and rights in or arising out of such property as may be in the possession of the dissolved company and all books of accounts, papers or documents of the dissolved com- 30 pany; and the liabilities shall be deemed to include all debts, liabilities and obligations of whatever kind then existing of that company (3) all contracts, debts, bonds, agreements and other instruments of whatever nature jo which the dissolved company is a party, subsisting or having effect immediately before the commencement of this act, 3, shall be of as full force and effect against or in favour of the institute, as the case may be, ~,~d may be enforced as 'fully and effectively as if instead of the dissolved company, the institute had been a party thereto (4) if, on the commencement of this act, any suit, appeal or other legal proceeding of whatever nature by or against the dissolved com  40 pany is pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer to the institute of the assets and liabilities of the dissolved company or of anything contained in this act, but the suit, appeal or other proceeding may be continued, prosecuted and enforced by or against the institute, in the 4s same manner and to the same extent as it would or may be continued, prosecuted and enforced by or against the dissolved company if this act had not been passed provisions respecting employees of the dissolved company 33 (1) every person employed in the dissolved company and conti-5 nuing in its employment immediately before the commencement of this act shall, as from such commencement, become an employee of the institute, shall hold his office or service therein bv the same tenure and upon the same terms and conditions and with th~ same rights and privileges as to pension and gratuity as he would have held the same under j fj the dissolved company if this act had not been passed, and shall continue to do so unless and until his employment in the institute is terminated or until his remuneration, terms and conditions of employment are duly altered by the institute 14 of 1947 ij (2) notwithstanding anything contained in the industrial disputes act, 1947 or in any other law for the time being in force, the transfer of the services of any employee of the dissolved company to the in~ti­tute shall not entitle any such employee to any compensation under that act or other law, and no such claim shall be entertained by any· court, tribunal or other authority  20 chapter x misceilaneous34 (1) where an order is made under this act reprimanding a mem-alteration ber, a record of the punishment shall be entered against his name in the in the register register ' and can-25 (2) where the name of any member is removed, the certificate of cellati1ln practice granted to him under this act shall be recalled and cancelled ot certiflcate central government directions 35, (1) the central government may, from time to time, issue such of the ,  directions to the council as in the opinion of the central government 30 are conducive to the fulftlment of the obj,ects of this act and in the discharge of its· functions the council shall be bound to carry out any such directions (2) directions issued under sub-section (1) may include directions to the council to make any regulations or to amend or revoke any regu-i ':ltions already made 35 (3) if, in the opinion of the central governr:hent, the council has persistently committed default in giving effect to the directions issued under this section, the central government may, after giving an opjlortunity to the council to state its case, by order, dissolve the council, whereafter a new council snall be constituted in accordance 40 with the provisions of this act with effect from such date as may be specified by the central government (4) where the central government passes an order under subsection (3) dissolving the council, it may, pending the constitution of a new council in accordance with the provisions of this act, authorise ~5 any person or body of persons b take over the management of the affairs of the institute and to exercise such functions as may be specified in this behalf by the central government protection of action taken in ~oodfaith 36 no suit, prosecution or other legal proceeding shall lie against the central government or the council in respect of anyfhing which is in good faith done or intended to be done in pursuance of this act 01' of any regulations or orders made thereunder 37 (1) where a company secretary in practice or a firm of such 5 company secretaries has more than one office in india, each one of such offices shall be in the separate charge of a member of the institute: maintenanceof branch offtoea provided that the council may in suitable cases exempt any company secretary in practice or firm of such company secretaries from the operation o£ this 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 changes in relation thereto reciprocity 38 (1) where any country, notified by the central government in is this behalf in the official gazette prevents persons of indian domicile from becoming members of any- institution similar to the institute established under this act or from practising the profession of company secretaryship or subjects them to unfair discrimination in that country, no subject of any such couniry shall be entitled to become a member of 20 the institute or practise the profession of company secretaries in india g2) subject to the provisions of sub-section (1), the council may ptescribe the conditions, if any, subject to which foreign qualifications relating to company secretaryship shall be recognised for the purposes of entry in the register 25 39 (1) the council may, by notification in the official gazette make regulations for the purpose of carrying out the provision:; of this act power to make regu!ationa (2) in particular and without prejudice to the generality of the foregoing power, such regulations may provide for all cu' any of the following matters, namely:--30 (a) the professions that may be recognised under sub-section (2) of section 2 and items (1), (3) and (4) of part i of the first schedule; (b) the exall\inations and training for the purposes qf clauses (c), (d) and (e) of sub-section (1) of section 4; 35 (c) the manner of making an application and granting thereof under sul>section (3) of section 4 or sub-section (3) of section 5; (d) the fees payable under sub-se~tion (3) qf section 4, subsection (3) of section 5, sub-section (2) of section 6, clause (a) of sub-section (2) of section 15, sub-section (4) of section 19 and clause 40 (c) of sub-section (1) at section 20; (e) the qualifications and practical experi"'lce for the purposes ol sub-section (3) of section 5;  (i) the form in which an application may be made under subsection (2) of section 6; 4) (g) the manner in which an election to the council may be c~ ducted under section 10; s (h) the transaction ot business by the council for the discharge of its functions under section 15 and other provisions of this act, the place at which and the intervals at which the council shall hold its meetings for the transact;on of such business, the procedure to be followed at such meetings and all other matters connected therewith; 10 (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-seotion (2) of section 15; (j) the carrying out of research in matters ot interest to com-·pany secretarks as required by clause (j) of sub-section (2) of section 15; (k) the maintenance of libraries and publication of books and periodicals relating to management of companies and allied subjects, as required by clause (k) of sub-section (2) of section 15, (0 the exercise of disciplinary powers, as required by clause (m) of sub-section (2) of section 15; (m)the transaction of business by the standing committees 20 and other committ€es referred to in section 17, the places at which and the intervals at which such committees shall hold their meetings for the transaction of such business, the procedure to be followed at such meeting and all other matters connected therewith; (n) the manner in which the register may be maintained under 25 sub-section (1) of section 19; (0) the other particulars to be included in the register, as requiredby clause (e) of sub-section (2) of section 19; (p) the manner in which the annual list of members of the institute may be pujblished under sub-section (3) of section 19; (q) the inquiries to be held under sub-section (1) of section 21: (r) the manner in wh:ch regional council may be constituted under sub-section (2) of sectic'n 23 and the functions 'thereof; (~) the conditions subject to which 'foreignqualitkations may be recognised under sub-section (2) of section 38; 3s (t) any other matter which is required to be, or may 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 government 40 (4) every regulation shall, as soon as may be after it is made by the council, be forwarded to the central government and that government shall cause a copy of the same to be laid before each house of parliament, while it is in session for a total period of thirty days, which may be comprised in one se~sion or in two or more successive sessions, 4s and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both houses agree in making any modification in the regui<l'ion or both houses agree that the regulation should not be made, the regulation shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that regulation : : ~  i' i; ''ll i ' i the first schedule  [see sections 21 (4) and 22] part i professional misconduct in relation to members of the institute in prarticea company secretary in practice shall be deemed to be guilty of 10 professional misconduct, if he-(1) allows any other person to practise· in his name as a company secretary unless such other person is a company secretary or is a member of such other recognised profession as may be prescribed in this behalf, and is in partnership with or employed by is him; (2) pays or allows or agrees to payor allow, directly or indirectly, any share, commission or brokerage in the fees or profits of his professional work to any person, other than a member of the 20 institute or a partner or a retired partner or the legal representative of a deceased partner erplanation-in this item, "partner" includes a person residing outside india with whom a company secretary in practice has entererl into partnership which is not in con1ravention of item '(4) of this part; 25 (3) accepts or ~grees to accept, except 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 which is not of a professional nature; 30 (4) enters into partnership with any person other than a comnany secretary in practice or a mrmber of any other recollnised profession as may be prescribed r)r a person resident without india who but for his residence abroad would have been entitled to be registeren as a member of the institute under clause (e) of sub- 35 section (1) of section 4 or whose qualifications are recognised by the central government or the council for the purpose of membership of the institute provided that the company secretary shares in the fees or profits of the profesrional work of the partnership both within and without india; 40 (5) secures, either through the services of a person not qualified to be his partner or by means which are not open to n company secretary, any professional work; (6) solicits clients or professional work, either directly or indirectly, by circular, advertisement, pf'rsonal communicati')n or 45 interview or by any other means; (7) advertises his professional attainments or services, or uses any designation oy' expression (\thet than company serrctary on professional documents, visiting cards, letter-heads or sign boards, unless it be a degree of a university established by law in india 01' recognised by the central government or a title indicating membership of the institute or of any other institution that has been recognised by the central government or may be recognised by the s council; (8) accepts the position of a company secretary in practice previously held by another company secretary in practice without first communicating with him in writing; (9) charges or offers to charge, accepts or offers to accept, in 10 respect of any professional employment fees which are based on a percentage of profits or which are contingent lipon the findings or results of such employment, except in cases which are permitted under any regulations made under this act; (10) engages in any business or occupation other than the pro-is fession of company secretary unless permitted by the council so to engage: provided that nothing contained herein shall disentitle a company secretary from being a director of a company except as provided in the companies act; 20 (11) accepts a position as company secretary in practice previously held by some other company secretary in practice in such conditions as to constitute under-cutting; (12) allows a person not being a member of the institute in practice or a member not being his partner to sign on his behalf or on behalf of his firm anything which he is required to certify as a company secretary, or any other statements related thereto  part ii professional misconduct in relation to members of the institute in service30 a member of the institute (other than a membf:r in practice) shall be deemed to be guilty of professional misconduct, if he, being an employee of any company, firm or person-(1) pays or allows or agree& to pay, directly or indirectly, to any person any share in the emoluments of the employment under-3' taken by the member; (2) accepts or agrees to accept any part ilf fees, profits or gains from a lawyer, a company secretary or broker engaged by such company, firm or person or agent or customer of such cqlnpany, firm or person by way of commission or gratification; do (3) disc10ses confidential information acquired in the course df his employment otherwijde than as required by any law for the time being in force or as pertnitted by his employer  professional 7'i~isconduct in relation to members of the imtitutt ge11erallya 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 to be submitted to the council any particulars knolwing them to he 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 its 10 committees; (4) defalcates or embezzles moneys received in his professional capacity  the second schedule[see sections 21 (5) and 22] 15  par'i i professional misconduct in relation to members ot the imtitute in practice 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 professional engagement 'to any person other than the client so engaging 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 firm 25 a report of an examination of the matters relating to company secretarial practice and related statements unless the examination of such statements has been made by him or by a partner or 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 con- 30 nection with any report or statement contingent upon future transactions in a manner which may lead tq the belief that he vouches for the accuracy of the forecast; (4) expresses his opinion on any report or statement given to any business enterprise in which he, his firm or a partner in his firm 35 has a substantial interest, unless he discloses the interest also in his report; (5) deliberately aids in or abets the concealment :in his report  statement of a material fact known to him although the disclosure of which is necessary to make such statement not misleading; 4" (6) fails to disclose in his report a material mis-statement known to him and with which he is concerned in a professional capacity; (1) ij grossiynegligent in the conduct of his professional dutiesl (8) full to obtain sufftcient information to warrant the expreei lion 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 generally accepted procedure relating to the secretarial practice; _ (10) fails to keep moneys of his client in a separate banking a~eoun{or"to' use such morieys for' purposes for which they are intended:-l' part ii 10 profesrional misconduct in relation to members of the insiitute generally requiring action by (1 high cou7'i-a member of the institute, whether in practice or not, shall be deemed to be guilty of professional misconduct, if he--(1) contravenes any of the provisions of this act or the regula-15 tion~' rri'lide'-thereunder; (2) is guilty of such other act or omission as may be specified by the council in this behalf, by notification in the official gazette  statement of objects and reasonsone of the basic concepts recognised by the companies act, 1956, is that the affairs of companies encompass not only the interests of the shareholders and those entrusted with the man3gement, but also the interests of workers, consumers and the community at large besides the companies act, there are other allied legislations like the capital issues (control) ad, 11)47, the industdec; (development and regulation) act, 19m, the monopolies and restrictive trade ·practices act, 1969, the foreign exchange regulation act, 1973 and other aots which ajso have a direct and substantial bearing on the woi"king of th~ corporate sector in india in order to ensure that companie~ do complywtth various provisions of law, the necessity for companies ~o appoint qualified secretaries with certain professional qualifications and training was being increasingly fe~t from 1961 onwards, therefore, the department of company affairs started holding of examinations for company secretaryship and awarding the diplom:l clued the government diploma in company secretaryship this position continuen 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 commissio'1 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 grescribed by the government they furiher 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 registering for examinations conducted by the institute apart from the employment prospects and potential which the pnfession holds out, the need for having increasing number of professionally qualified company s'~cretaries has been further recognised by the companies (amendment) act, 1974, which requires every company having; a paid-up share capital of rs 25 hkho; and aoove to appoint a qualified person as a whole-time ~tarv even in respect of companies with a paid-up share capital of less thzm rs 25 lakhs thai need and desirability of having ihn c:ervices of qualified secretaries in practice is being increasingly felt by the companies 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 re- cognised - , ,; it is therefore proposed to undertake legislation to regulate the  profession of the company secretaries on the same lines as the profession of char,tered acc,ountants and the profession of cost and works accountants whlchare regulated respectively by the chartered accountants act 1949 and the cost and works accountants ad, 1959, since all these  p~of·essions have a direct bearing on the efficient functioning of corporate sector the institute of company secretaries of india to be 'constituted under the 'proposed legislation will have the resqonsibility for conducting examinations for the profession of company secretaries, for regulating the profession including professional misconduct and for creating necessary facilities for the growth and training of the members of the profession the bill is intended to give effect to the above proposals the previsions of the bil! a:-e further explained in the notes on clauses new delhi; shanti bhushan the 7th february, 1979 clause 2-sub-clause (i) of this clause seeks to define the various expressions used in this legislation which have not been deftnecl'ldthe  companies act; 1956: sub-clause (2) of this clause speciflei' u to  when a'member of the' institute shall be deemed to be in practice " '' c141401e 3-this c~use provides that the kuijtute of co~ny,~r'­taries of india shall be a body corporate having,p8fpetual, ~uc~s~~on and a common s·:al  ' ' , c141ue 4-thia clause enumerates the categories of persons who ~l be entitled to have their names entered in the register of members glthe institute - this clause also provides for the conferment of honorary i',uow membership on any person who has made a significant contribution to the profession of company secretaries clause 5-under this clause, the membership ,of the institute wiu be restricted to associates and fellows and such associales'''' and l'enows shall be entitled to use the letters acs 'or, as the case may be, fcs, after their names clauae 6-this clause leeks to prohibit any member of the institute kom practising a profession of company secretaries unless he has obtained from the council a certificate of practice clause 7-this clause seeks to declare that the members of the institute shall be known as company secretaries clause b-this clause enumerates the circumstances under which a person shall not be entitled to have his name entered in, or borne on, the register of members t:14uae 9-thi clause provides for constitution of the council of the institute and for the num her of members who will constitute the counc1l clause io-this clause deals with the mode of election of the council where any dispute arises regarding any such election, the matter will be:-eferred by the council to a tribunal which shall consist'of one or more members of the board of company law administration constituted under section 10e of the companies act, 1956, whom the central government may nominate in this behalf and the decision of such tribunal shall be final this clause also provides that the council which functioned under the institute of company s£'cretaries of india (which institute is proposed to be dissolved on the commencement of the legislation) may continue to function as the council of the institute for a period of two years or till the new council is constituted under sub-clause (2) of clause 9, whichever is earlier clause h-this clause empowers the central government to nominate any duly qualified person to fill a vacancy in the council 'caused' by the failure of the members of the institute to elect any irienibeir from any regional constituency clause 12-this clause prov:des for the election by the council ot the president and the'vice~president, and lor their term of office ' clause 13-this clause provides for the resignation of membership i;)t the 'council and for the mode of filling casual vacancies in the council clause 14-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 coun~il to continue even after the expiry of its duration until a new council is duly constitutld cla1lobe 15-this clause seeks to enumerate the functions of the council clause 16-this clause empowers the council to appoint a secretary and other members of the staff of the institute, to prescribe by regulatior::; the tt'rms bnd conditions of setvic(> 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 al10wances of the president, vice_i>resident and qther mt'mbers of, the' cowlcil and its committees ' clause 17-under this clause, the council shall co~,titute, from ~png its, members, an ~xecutive committee, a di~ciplinary com~ittee and an ,examination committee the council is also empowered to coostitu,te a training and educational facilities comwittee, a professional research and publications committee, and such other committees as it deems necessary clause 18-tpis clause deals with the financiail powers of the council and also provides for accounts to be maintained by the council 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 ,which the regist~r ,should contain  cta'u8e 20-this clause empowers the council to remove, the names of the members under certain circumstances   " ,'  clause 21-this clause specifies the procedure to be followed in irquiries relating to misconduct of the members of the institute, and the authority which will deal with the cases relating to such misconduct cl4use 22-this clause seeks to define the expression "professional misconduct"  c14use 23-under this clause, the council may constitute regional councils in the manner prescribt'd by regulations and specify the functions that are to be exercised by such regional councils: clause 24-this clause specifies the penalty for falsely claiming to be a member of the institute cl~use 25-this clause provides for penalty where a person uses the name of the council or awards any degree of company secretaryship in coiltravention of the provisions of this legislation ' clause·26-this dause seeks to prohibit companies frolll practising the profession of company secretaries clause 27-this clause seeks to prohibit unqualified persons from signing documents as, or on behalf of, company secretaries ctause 28-this clause provides for the liabilities of pereons in respect of the offences committed by companies clause :&g-under this clause, no person shall 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 :h--this clause seeks to provide that the institute oi company secretaries of india, a company regisu!red under the companies act, will be dissolved on the commencement of this legislation clause 32-this clause provides for the transfer of assets and labilities of the dissolved company to the institute to be constituted under this legislation clause 33-this clause seeks to provide for the transfer of, the services of the employees of the dissolved company to the institute to be constituted under this legislation clause 34-"under this clause where 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 re"moved from the register the certificate of practice granted to him will be cancelled clause 35-this clause empowers the central government to issue directions to the council which in the opinion of the central government may be conducive to the fulfilment of the objects of this legislation this clause also empowers the central government to dissolve the council if the council commits any default in giving effect to the directions - clause 36-this clause seeks to prohibit any action against the central government or the council in respect of anything which is in good faith done or intended to be done by or under this legislation clause 37-this clause seeks to provide that where a firm of company secretaries has more than one office in india, each one 01l such office shajl be in the separate charge of the member of the institute, unless exempted by the council clawe 3b-this clause provides for recognition of foreign qualifications pn the basis of reciprocity clause 39-this clause empowers the council to make reguiations for the purposes of carrying out the provisions of the legislation subclause (2) of th:s clause enumerates the matters in respect of which such regulation may be made this clause also provides that the council has to frame the regulation subject to the condition of previous publication and with the approval of the central government, and for the laying of' regulations before each house of parliament  , 'the first and the second schedules-these schedules seek to enumerate the categories of professional misconduct  memorandum regarding delegated legislationsub-clause (1) of clause 39 empowers the council to make regulations for the purpose of carrying out the provisions of the lcgislahon 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 serutiny of parliament the delegation of legislative power is, therefore, of a normal character  - - i," -  a billto make provision for the regulation and development of the profession of company secretaries t~ : (shri shanti bh1l8han, minister of law, justice and company affairs) 