THE COMPANY SECRETARIES ACT, 1980 
_________ 

ARRANGEMENT OF SECTIONS 

__________ 
CHAPTER I 
PRELIMINARY 

SECTIONS 

1. Short title, extent and commencement. 
2. Definitions and interpretation. 

CHAPTER II 
INSTITUTE OF COMPANY SECRETARIES OF INDIA 

3. Incorporation of the Institute. 
4. Entry of names in the Register of members. 
5. Associates and Fellows. 
6. Certificate of practice. 
7. Members to be known as Company Secretaries. 
8. Disabilities. 

CHAPTER III 
COUNCIL OF THE INSTITUTE 

9. Constitution of the Council of the Institute. 
10. Re-election or re-nomination to Council. 
10A. Settlement of disputes regarding election. 
10B. Establishment of Tribunal. 
11. Nomination in default of election. 
12. President and Vice-President. 
13. Resignation of membership and casual vacancies. 
14. Duration and dissolution of the Council. 
15. Functions of Council. 
15A. Functions of Institute. 
15B. Imparting education by Universities and other bodies. 
16. Officers and employees, salary, allowances, etc. 
17. Committees of the Council. 
18. Finances of the Council. 

CHAPTER IV 
REGISTER OF MEMBERS 

19. Register of members. 
20. Removal from the Register of members. 

CHAPTER V 
MISCONDUCT 

21. Disciplinary Directorate. 
21A. Board of Discipline. 
21B. Disciplinary Committee. 

1 

 
 
SECTIONS 

21C.  Authority,  Disciplinary  Committee,  Board  of  Discipline  and  Director(Discipline)  to  have 

powers of civil court. 
21D. Transitional provisions. 
22. Professional or other misconduct defined. 
22A. Constitution of Appellate Authority. 
22B. Term of office of members of Authority. 
22C. Procedure, etc., of Authority. 
22D. Officers and other staff of Authority. 
22E. Appeal to Authority. 

23. Constitution and functions of Regional Councils. 

CHAPTER VI 
REGIONAL COUNCILS 

CHAPTER VII 
PENALTIES 

24. 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. 

CHAPTER VIIA 
QUALITY REVIEW BOARD 

29A. Establishment of Quality Review Board. 
29B. Functions of Board. 
29C. Procedure of Board. 
29D. Terms and conditions of service of Chairperson and members of Board and its expenditure. 
30. Omitted. 

CHAPTER IX 
DISSOLUTION OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA REGISTERED UNDER THE 
COMPANIES ACT 

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 
MISCELLANEOUS 

34. Coordination Committee. 
35. Directions of the Central Government. 
36. Protection of action taken in good faith. 
36A. Members, etc., to be public servants. 
37. Maintenance of branch offices. 
38. Reciprocity. 
38A. Power of Central Government to make rules. 
39. Power to make regulations. 
40. Rules, regulations and notifications to be laid before Parliament. 
THE FIRST SCHEDULE. 
THE SECOND SCHEDULE. 

2 

THE COMPANY SECRETARIES ACT, 1980 

ACT NO. 56 OF 1980 

An  Act  to  make  provision  for  the  regulation  and  development  of  the  profession  of  Company 

Secretaries. 

BE it enacted by Parliament in the Thirty-first Year of the Republic of India as follows:— 

[10th December, 1980.] 

CHAPTER I 
PRELIMINARY 

1.  Short  title,  extent  and  commencement.—(1)  This  Act  may  be  called  the  Company  Secretaries 

Act, 1980. 

(2) It extends to the whole of India. 

(3)  It  shall  come  into  force  on  such  date1  as  the  Central  Government  may,  by  notification  in  the 

Official Gazette, appoint. 

2. Definitions and interpretation.—(1) In this Act, unless the context otherwise requires,— 

(a) “Associate” means an Associate Member of the Institute; 

2[(aa) “Authority” means the Appellate Authority referred to in section 22A; 

(aaa) “Board” means the Quality Review Board constituted under section 29A;]; 

3[(ab) “Board of Discipline” means the Board of Discipline constituted under sub-section (1) of 

section 21A;] 

(b)  “Companies  Act”  means  4[the  Companies  Act,  2013  (18  of  2013)  or  any  other  previous 

company law as defined in clause (67) of section 2 of the said Act]; 

(c) “Company Secretary” means a person who is a member of the Institute; 

(d) “Council” means the Council of the Institute constituted under section 9; 

3[(da)  “Director  (Discipline)”  means  the  Director  (Discipline)  referred  to  in  section  21  and 

includes Joint Director (Discipline); 

(db)  “Disciplinary  Committee”  means 

the  Disciplinary  Committee  constituted  under                     

sub-section (1) of section 21B; 

(dc)  “Disciplinary  Directorate”  means 

the  Disciplinary  Directorate  established  under                        

sub-section (1) of section 21;] 

(e) “dissolved company” means the Institute of Company Secretaries of India registered under the 

Companies Act; 

(f) “Fellow” means a Fellow Member of the Institute; 

5[(fa) “firm” shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 

(9 of 1932), and includes,— 

(i) the limited liability partnership as defined in clause (n) of sub-section (1) of section 2 of 

the Limited Liability Partnership Act, 2008 (6 of 2009); or 

(ii) the sole proprietorship, 

1. 1st January, 1981, vide notification No. S.O. 989(E), dated 27th December, 1980, see Gazette of India, Extraordinary, 
  Part II, sec. 3(ii). 
2. Ins. by Act 8 of 2006, s. 2 (w.e.f. 8-8-2006). 
        3. Ins. by Act 12 of 2022, s. 74 (w.e.f.10-5-2022). 
        4. Subs. by s. 74, ibid., for “Companies Act, 1956” (w.e.f.10-5-2022). 

5. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012). 

3 

                                                           
registered with the Institute;] 

(g) “Institute” means the Institute of Company Secretaries of India constituted under this Act; 

1[(ga) “notification” means a notification published in the Official Gazette and the term “notify” 

shall be construed accordingly;] 

2[(gb) “partner” shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 
1932 (9 of 1932) or in clause (q) of sub-section (1) of section 2 of the Limited Liability Partnership 
Act, 2008 (6 of 2009), as the case may be; 

(gc) “partnership” means— 

(A) a partnership as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932); or 

(B) a limited liability partnership which has no company as its partner;] 

(h) “prescribed” means prescribed by regulations made under this Act; 

(i) “President” means the President of the Council; 

3[(j) “Register” means the Register of members of the Institute maintained under section 19 or the 

Register of firms of the Institute maintained under section 20B, as the case may be;] 

2[(jj)  “sole  proprietorship”  means  an  individual  who  engages  himself  in  the  practice  of  the 
profession of the company secretaries or offers to perform services referred to in clauses (b) to (f) of 
sub-section (2);] 

4[(ja) “specified” means specified by rules made by the Central Government under this Act; 

5[(jaa) “Standing Committee” means the Standing Committee constituted under sub-section (1) of 

section 17;] 

(jb) “Tribunal” means a Tribunal established under sub-section (1) of section 10B;]; 

(k) “Vice-President” means the Vice-President of the Council; 

(l) “year” means the period commencing on the 1st day of April of any year and ending on the 

31st day of March of the succeeding year; 

(m) words and expressions used herein and not defined but defined in the Companies Act shall 

have the meanings respectively assigned to them in that Act. 

(2)  Save  as  otherwise  provided  in  this  Act,  a  member  of  the  Institute  shall  be  deemed  “to  be  in 
practice” when, individually or in partnership with one or more members of the Institute in practice or in 
partnership with members of such other recognised professions as may be prescribed, he, in consideration 
of remuneration received or to be received,— 

(a) engages himself in the practice of the profession of Company Secretaries to, or in relation to, 

any company; or 

(b)  offers  to  perform  or  performs  services  in  relation  to  the  promotion,  forming,  incorporation, 

amalgamation, reconstruction, reorganisation or winding up of companies; or 

(c) offers to perform or performs such services as may be performed by— 

(i)  an  authorised representative  of  a  company  with respect to filing,  registering,  presenting, 
attesting or verifying any documents (including forms, applications and returns) by or on behalf 
of the company, 

       1. Subs. by Act 12 of 2022, s. 74, for clause (ga) (w.e.f.10-5-2022). 
       2. Ins. by Act 4 of 2012, s. 2 (w.e.f. 8-1-2012). 
       3. Subs. by Act 12 of 2022, s. 74, for clause (j) (w.e.f.10-5-2022). 
       4. Ins. by Act 8 of 2006, s. 2 (w.e.f. 8-8-2006). 
       5. Ins. by Act 12 of 2022, s. 74 (w.e.f. 10-5-2022). 

4 

                                                           
(ii) a share transfer agent, 

(iii) an issue house, 

(iv) a share and stockbroker, 

(v) a secretarial auditor or consultant, 

(vi) an adviser to a company on management, including any legal or procedural matter falling 
under  1[***],  the  Industries  (Development  and  Regulation)  Act,  1951  (65  of  1951),  the 
Companies Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), any of the rules or 
bye-laws  made  by  a  recognised  stock  exchange,  2[the  Securities  and  Exchange  Board  of  India 
Act,  1992  (15  of  1992),  the  Foreign  Exchange  Management  Act,  1999  (42  of  1999),  the 
Competition Act, 2002 (12 of 2003)], or under any other law for the time being in force, 

(vii) issuing certificates on behalf of, or for the purposes of, a company; or 

(d) holds himself out to the public as a Company Secretary in practice; or 

(e)  renders  professional  services  or  assistance  with  respect  to  matters  of  principle  or  detail 

relating to the practice of the profession of Company Secretaries; or 

(f)  renders  such  other  services  as,  in  the  opinion  of  the  Council,  are  or  may  be  rendered  by  a 

Company Secretary in practice; 

and  the  words  “to  be  in  practice”,  with  their  grammatical  variations  and  cognate  expressions,  shall  be 
construed accordingly. 

CHAPTER II 

INSTITUTE OF COMPANY SECRETARIES OF INDIA 

 3. Incorporation of the Institute.—(1) All persons whose names are entered in the Register of the 
dissolved company immediately before the commencement of this Act and all persons who may hereafter 
have their names entered in the Register to be maintained under this Act, so long as they continue to have 
their  names  borne  on  the  Register  to  be  maintained  under  this  Act,  are  hereby  constituted  a  body 
corporate  by  the  name  of  the  Institute  of  Company  Secretaries  of  India  and  all  such  persons  shall  be 
known as members of the Institute. 

(2) The Institute shall have perpetual succession and a common seal and shall have power to acquire, 

hold and dispose of property, movable or immovable and shall by its name sue or be sued. 

4.  Entry  of  names  in  the  3[Register  of  members].—(1)  Any  of  the  following  persons  shall  be 

entitled to have his name entered in the 3[Register of members], namely:— 

(a)  any  person  who  immediately  before  the  commencement  of  this  Act  was  an  Associate  or  a 

Fellow (including an Honorary Fellow) of the dissolved company; 

(b)  any  person  who  is  a  holder  of  the  Diploma  in  Company  Secretaryship  awarded  by  the 

Government of India; 

(c)  any  person  who  has  passed  the  examinations  conducted  by  the  dissolved  company  and  has 
completed  training  either  as  specified  by  the  dissolved  company  or  as  prescribed  by  the  Council, 
except any such person who is not a permanent resident of India; 

(d)  any  person  who  has  passed  such  examination  and  completed  such  training,  as  may  be 

prescribed for membership of the Institute; 

 1. The words “the Capital Issues (Control) Act, 1947 (29 of 1947)” omitted by Act 12 of 2022, s. 74 (w.e.f.10-5-2022).  
 2.  Subs.  by  s.  74,  ibid.,  for  “the  Monopolies  and  Restrictive  Trade  Practices  Act,  1969  (54  of  1969),  the  Foreign 

Exchange Regulation Act, 1973 (46 of 1973)” (w.e.f.10-5-2022). 

      3. Subs. by s. 75, ibid., for “Register” (w.e.f 10-5-2022). 

5 

                                                           
(e)  any  person  who  has  passed  such  other  examination  and  completed  such  other  training 
1[outside India] as is recognised by the Central Government or the Council as being equivalent to the 
examination and training prescribed under this Act for membership of the Institute: 

Provided that in the case of any person belonging to any of the classes mentioned in this sub-section 
who is not permanently residing in India, the Central Government or the Council may impose such further 
conditions as it may deem to be necessary or expedient in the public interest. 

(2) Every person belonging to the class mentioned in clause (a) or clause (b) of sub-section (1) shall 

have his name entered in the 2[Register of members] without the payment of any entrance fee. 

3[(3)  Every  person  belonging  to  any  of  the  classes  mentioned  in  clauses  (c),  (d)  and  (e)  of                            

sub-section (1) shall have his name entered in the 2[Register of members] on application being made and 
granted in the prescribed manner and on payment of such fees, as may be determined, by notification, by 
the Council, 4[***]: 

5* 

                    * 

       * 

       * 

      *]. 

 (4) The. Central Government may take such steps as may be necessary for the purpose of having the 
names of all persons belonging to the classes mentioned in clauses (a) and (b) of sub-section (1) entered 
in the 2[Register of members] at the commencement of this Act. 

(5)  Notwithstanding  anything  contained  in  this  section,  the  Council  may  confer  on  any  person 
Honorary  Fellow  Membership, if  the  Council is  of  the  opinion that  such person  has  made  a significant 
contribution to the profession of Company Secretaries and thereupon the Council shall enter the name of 
such person in the 2[Register of members] but such person shall not have any voting rights in any election 
or meetings of the Institute and shall not also be required to pay any fee to the Institute. 

5.  Associates  and  Fellows.—(1)  The  members  of  the  Institute  shall  be  divided  into  two  classes 

designated respectively as Associates and Fellows. 

(2)  Any  person  other  than  a  person  to  whom  the  provisions  of  sub-section  (4)  apply,  shall,  on  his 
name being entered in the 6[Register of members], be deemed to have become an Associate and as long as 
his name remains so entered, shall be entitled to use the letters “A.C.S.” after his name to indicate that he 
is an Associate. 

7[(3)  A  person,  being  an  Associate  who  has  been  in  continuous  practice  in  India  as  a  Company 
Secretary for at least five years and a person who has been an Associate for a continuous period of not 
less  than  five  years  and  who  possesses  such  qualifications  or  practical  experience  as  the  Council  may 
prescribe with a view to ensuring that he has experience equivalent to the experience normally acquired 
as a result of continuous practice for a period of five years as a Company Secretary shall, on payment of 
such  fees,  as  may  be  determined,  by  notification,  by  the  Council,  8[***],  and  on  application  made  and 
granted in the prescribed manner, be entered in the 6[Register of members] as a Fellow: 

9*    

     * 

     * 

       * 

        *]. 

       1. Subs. by Act 12 of 2022, s. 75, for “without India” (w.e.f.10-5-2022). 

 2. Subs. by s. 75, ibid., for “Register” (w.e.f.10-5-2022). 

       3. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006). 
       4. The words “which shall not exceed rupees three thousand” omitted by Act 12 of 2022, s. 75 (w.e.f.10-5-2022).  
       5. The proviso omitted by s. 75, ibid., (w.e.f. 10-5-2022). 
       6. Subs. by, s. 76, ibid., for “Register” (w.e.f.10-5-2022). 
       7. Subs. by Act 8 of 2006, s. 4, for sub-section (3) (w.e.f. 8-8-2006) 
       8. The words “which shall not exceed rupees five thousand,” omitted by Act 12 of 2022, s. 76 (w.e.f.10-5-2022). 
       9. The proviso omitted by s. 76, ibid., (w.e.f 10-5-2022). 

6 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                           
 
Explanation I.—For the purposes of this sub-section, a person shall be deemed to have practised in 
India for any period for which he has held a certificate of practice under section 6, notwithstanding that he 
did not actually practise during that period. 

Explanation II.—In computing the continuous period during which a person has been an Associate of 
the Institute, there shall be included any continuous period during which the person has been an Associate 
of the dissolved company immediately before he became an Associate of the Institute.] 

(4)  Any  person  who  was  a  Fellow  of  the  dissolved  company  and  who  is  entitled  to  have  his  name 
entered in the 1[Register of members]  under clause (a) of sub-section (1) of section 4, shall be entered in 
the 1[Register of members]  as a Fellow. 

(5) Any person whose name is entered in the 1[Register of members] as a Fellow shall, so long as his 
name  remains  so  entered,  be  entitled  to  use  the  letters  “F.C.S.”  after  his  name  to  indicate  that  he  is  a 
Fellow. 

6. Certificate of practice.—(1) No member of the Institute shall be entitled to practise, whether in 

India or elsewhere, unless he has obtained from the Council a certificate of practice. 

2[(2) A member who desires to be entitled to practise shall make an application in such form and pay 
such annual fee, for his certificate as may be determined, by notification, by the Council, 3[***], and such 
fee shall be payable on or before the 1st day of April in each year: 

4* 

*   

* 

* 

       *]; 

5[(3) The certificate of practice obtained under sub-section (1) may be cancelled by the Council under 

such circumstances as may be prescribed.] 

7.  Members  to  be  known  as  Company  Secretaries.—Every  member  of  the  Institute  in  practice 
shall, and any other member may, use the designation of a Company Secretary and no member using such 
designation shall use any other description, whether in addition thereto or in substitution therefor: 

Provided that nothing in this section shall be deemed to prohibit any such member from adding any 
other description or letters to his name, if entitled thereto, to indicate membership of such other institute 
whether  in  India  or  elsewhere  as  may  be  recognised  in  this  behalf  by  the  Council,  or  any  other 
qualification  that  he  may  possess,  or  to  prohibit  a  firm,  all  the  partners  of  which  are  members  of  the 
Institute and in practice, from being known by its firm name as Company Secretaries. 

8.  Disabilities.—Notwithstanding  anything  contained  in  section  4,  a  person  shall  not  be  entitled  to 

have his name entered in, or borne on, the 6[Register of members];  if he— 

(a) has not attained the age of twenty-one years at the time of his application for the entry of his 

name in the 6[Register of members]; or 

(b) is of unsound mind and stands so adjudged by a competent court; or 

(c) is an undischarged insolvent 7[or undischarged bankrupt]; or 

7[(ca) is declared bankrupt under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);] 

(d)  being  a  discharged  insolvent,  has  not  obtained  from  the  court  a  certificate  stating  that  his 

insolvency was caused by misfortune without any misconduct on his part; or 

1. Subs. by Act 12 of 2022, s. 76, for “Register” (w.e.f.10-5-2022). 
2. Subs. by Act 8 of 2006, s. 5, for sub-section (2) (w.e.f. 8-8-2006). 
3. The words “which shall not exceed rupees three thousand,” omitted by Act 12 of 2022, s. 77 (w.e.f.10-5-2022).  
4. The proviso omitted by s. 77, ibid., (w.e.f 10-5-2022). 
5. Ins. by Act 8 of 2006, s. 5, (w.e.f. 8-8-2006). 
6. Subs. by Act 12 of 2022, s. 78, for “Register” (w.e.f.10-5-2022).   
7. Ins. by s. 78, ibid. (w.e.f. 10-5-2022). 

7 

 
 
 
 
 
 
 
 
 
                                                           
(e)  has  been  convicted  by  a  competent  court,  whether  within  or  1[outside  India],  of  an  offence 
involving  moral  turpitude  and  punishable  with  imprisonment  or  of  an  offence,  not  of  a  technical 
nature, committed by him in his professional capacity unless in respect of the offence committed he 
has  either  been  granted  a  pardon  or,  on  an  application  made  by  him  in  this  behalf,  the  Central 
Government has, by an order in writing, removed the disability; or 

(f) has been removed from membership of the Institute on being found on inquiry to have been 

guilty of professional or other misconduct: 

Provided that a person who has been removed from membership for a specified period shall not be 

entitled to have his name entered in the 2[Register of members] until the expiry of such period. 

CHAPTER III 
COUNCIL OF THE INSTITUTE 

9. Constitution of the Council of the Institute.—(1) There shall be a Council of the Institute for the 
management of the affairs of the Institute and for discharging the functions assigned to it by or under this 
Act. 

3[(2) The Council shall be composed of the following persons, namely:— 

(a)  not  more  than  fifteen  persons  elected  by  the  members  of  the  Institute,  from  amongst  the 
Fellows  of  the  Institute  chosen  in  such  manner  and  from  such  regional  constituencies  as  may  be 
specified: 

Provided that a  Fellow  of the  Institute,  who  has  been  found  guilty  of any  professional  or  other 
misconduct  and  whose  name  is  removed  from  the  4[Register  of  members]  or  has  been  awarded 
penalty of fine, shall not be eligible to contest the election,— 

(i) in case of misconduct falling under the First Schedule of this Act, for a period of  5[four 

years];  

(ii)  in  case  of  misconduct  falling  under  the  Second  Schedule  of  this  Act,  for  a  period                       

of 6[eight years], 

from  the completion  of the  period of removal  of  name  from  the  4[Register  of  members]  or  payment  of 
fine, as the case may be; 

(b) not more than five persons nominated in the specified manner by the Central Government.] 

7[(3) No person holding a post under the Central Government or a State Government shall be eligible 

for election to the Council under clause (a) of sub-section (2). 

(4) No 8[member of the Institute or any partner of a firm] who has been auditor of the Institute shall 
be eligible for election to the Council under clause (a) of sub-section (2) for a period of 5[four years] after 
he ceases to be an auditor.] 

9[10.  Re-election  or  re-nomination  to  Council—A  member  of  the  Council,  elected  or  nominated 

under sub-section (2) of section 9, shall be eligible for re-election or, as the case may be, re-nomination: 

Provided that no member shall hold the office for more than two consecutive terms: 

Provided  further  that  a  member  of  the  Council,  who  is  or  has  been  elected  as  President  under                     

sub-section (1) of section 12, shall not be eligible for election or nomination as a member of the Council.] 

1. Subs by Act 12 of 2022, s. 78, for “without India” (w.e.f. 10-5-2022). 
2. Subs. by s. 78, ibid., for “Register” (w.e.f.10-5-2022).   
3. Subs. by Act 8 of 2006, s. 6, for sub-section (2) (w.e.f. 5-9-2006).  
4. Subs. by Act 12 of 2022, s. 79, for “Register” (w.e.f 10-5-2022). 
5. Subs. by s. 79, ibid., for “three years” (w.e.f 10-5-2022). 
6. Subs. by s. 79, ibid., for “six years” (w.e.f. 10-5-2022). 
7. Ins. by Act 8 of 2006, s. 6 (w.e.f. 5-9-2006). 
8. Subs. by Act 12 of 2022, s. 79, for “person” (w.e.f. 10-5-2022). 
9. Subs. by Act 8 of 2006, s. 7, for section 10 (w.e.f. 8-8-2006). 

8 

                                                           
1[10A.  Settlement  of  disputes  regarding  election.—In  case  of  any  dispute  regarding  any  election 
under  clause  (a)  of  sub-section  (2)  of  section  9,  the  aggrieved  person  may  make  an  application  within 
thirty days from the date of declaration of the result of election to the Secretary of the Institute, who shall 
forward the same to the Central Government. 

10B. Establishment of Tribunal.—(1) On receipt of any application under section 10A, the Central 
Government  shall,  by  notification,  establish  a  Tribunal  consisting  of  a  Presiding  Officer  and  two  other 
Members to decide such dispute and the decision of such Tribunal shall be final. 

(2) A person shall not be qualified for appointment,— 

(a)  as  a  Presiding  Officer  of  the  Tribunal  unless  he  has  been  a  member  of  the  Indian  Legal 

Service and has held a post in Grade I of the service for at least three years; 

(b) as a Member unless he has been a member of the Council for at least one full term and who is 

not a sitting member of the Council or who has not been a candidate in the election under dispute; or 

(c) as a Member unless he holds the post of a Joint Secretary to the Government of India or any 
other post under the Central Government carrying a scale of pay which is not less than that of a Joint 
Secretary to the Government of India. 

(3) The terms and conditions of service of the Presiding Officer and Members of the Tribunal, their 

place of meetings and allowances shall be such as may be specified. 

(4) The expenses of the Tribunal shall be borne by the Council.] 

11.  Nomination  in  default  of  election.—If  the  members  of  the  Institute  fail  to  elect  any  member 
under  clause  (a)  of  sub-section  (2)  of  section  9  from  any  of  the  regional  constituencies  that  may  be 
notified  under  that  clause, the  Central  Government  may  nominate  any  duly  qualified  person from  such 
constituency to fill up the vacancy,  and  any  person  so  nominated  shall  be  deemed  to  be  a duly  elected 
member of the Council. 

12.  President  and  Vice-President.—(1) The  Council  at  its  first  meeting  shall  elect  two  of  its 
members to be respectively the President and the Vice-President thereof, and so often as the office of the 
President or the Vice-President falls vacant, the Council shall choose a person to be the President or the 
Vice-President, as the case may be: 

2*    

          *  

           *  

        * 

        *  

(2) The President shall be the 3[Head] of the Council. 

4[(2A) The President shall preside at the meetings of the Council. 

(2B)  The  President  and  the  Vice-President  shall  exercise  such  powers  and  perform  such  duties  and 

functions as may be prescribed. 

(2C)  It  shall  be  the  duty  of  the  President  to  ensure  that  the  decisions  taken  by  the  Council  are 

implemented.] 

(3) The  President  or the Vice-President shall hold office for a  period  of  one  year  from  the  date  on 
which he is chosen but so as not to extend beyond his term of office as a member of the Council, and 
subject  to  his  being  a  member  of  the  Council  at  the  relevant  time,  he  shall  be  eligible  for                                       
re-election5[under sub-section (1)]. 

1. Ins. by Act 8 of 2006, s. 8 (w.e.f. 17-11-2006). 
2. The proviso omitted by Act 12 of 2022, s. 80 (w.e.f. 10-5-2022). 
3. Subs. by Act 8 of 2006, s. 9, for “Chief Executive Authority” (w.e.f. 8-8-2006). 
4. Ins. by Act 12 of 2022, s. 80 (w.e.f. 10-5-2022).  
5. Ins. by Act 8 of 2006, s. 9 (w.e.f. 8-8-2006).  

9 

  
 
 
 
 
                                                           
1[(4) On the expiration of the duration of the Council, or of the term of office of the President and the 
Vice-President thereof, the President and the Vice-President shall continue to hold office until such time 
as a new President and the Vice-President is elected and takes over charge of their duties.] 

(5) In the event of the occurrence of any vacancy in  the office of the President, the Vice-President 
shall act as President until the date on which a new President elected in accordance with the provisions of 
this section to fill such vacancy enters upon his office and when the President is unable to discharge his 
functions  owing  to absence,  illness  or  any  other  cause,  the Vice-President  shall  discharge  his  functions 
until the date on which the President resumes his duties. 

13. Resignation of membership and casual vacancies.—(1) Any member of the Council may at any 
time  resign  his  membership  by  writing  under  his  hand  addressed  to the  President,  and the seat  of such 
member shall become vacant when such resignation is notified in the Official Gazette. 

(2) A member of the Council shall be deemed to have vacated his seat if he is declared by the Council 
to have been absent without sufficient excuse from three consecutive meetings of the Council 2[or he has 
been found guilty of any professional or other misconduct and awarded penalty of fine,] or of any of the 
Committees which has been constituted by the Council and of which he is a member or if his name is, for 
any cause, removed from the 3[Register of members] under the provisions of section 20. 

(3) A casual vacancy in the office of a member of the Council shall be filled by fresh election from 
the  constituency  concerned  or  by  nomination  by  the  Central  Government,  as  the  case  may  be,  and  the 
person elected or nominated to fill the vacancy shall hold office until the dissolution of the Council: 

Provided that no election shall be held to fill a casual vacancy occurring within4[one year] prior to the 
date of the expiration of the term of the Council, but such a vacancy may be filled by nomination by the 
Central Government after consultation with the President of the Council. 

(4) No act done by the Council shall be called in question on the  ground merely of the existence of 

any vacancy in, or defect in the constitution of, the Council. 

14.  Duration  and  dissolution  of the  Council.—(1) The  duration  of  any  Council  constituted  under 

this Act shall be 5[four years] from the date of its first meeting. 

(2) Notwithstanding the expiration of the duration of a Council (hereafter in this sub-section referred 
to as the former Council), the former Council shall continue to exercise its functions under this Act until a 
new  Council  is  constituted  in  accordance  with  the  provisions  of  this  Act  and  on  such  constitution  the 
former Council shall stand dissolved. 

6[15. Functions of Council.—(1) The Institute shall function under the overall control, guidance and 
supervision of the Council and the duty of carrying out the provisions of this Act shall be vested in the 
Council. 

(2)  In  particular,  and  without  prejudice  to  the  generality  of  the  foregoing  powers,  the  duties  of  the 

Council shall include— 

(a) to approve academic courses and their contents; 

(b) the prescribing of fees for the examination of candidates for enrolment; 

(c) the prescribing of qualifications for entry in the 7[Register of members]; 

(d) the recognition of foreign qualifications and training for purposes of enrolment; 

(e) the prescribing of guidelines for granting or refusal of certificates of practice under this Act; 

1. Subs. by Act 8 of 2006, s. 9, for sub-section (4) (w.e.f. 8-8-2006). 
2. Ins. by s. 10, ibid. (w.e.f. 17-11-2006). 
3. Subs. by Act 12 of 2022, s. 81, for “Register” (w.e.f. 10-5-2022). 
4. Subs. by Act 8 of 2006, s. 10, for “six months” (w.e.f. 17-11-2006). 
5. Subs. by s. 11, ibid., for “three years” (w.e.f. 19-1-2007). 
6. Subs. by s. 12, ibid., for section 15 (w.e.f. 17-11-2006). 
7. Subs. by Act 12 of 2022, s. 82, for “Register” (w.e.f. 10-5-2022). 

10 

                                                           
1[(ea) the granting or refusal, of registration of a firm;] 

(f) the levy of fees from members, examinees and other persons; 

(g)  the  regulation  and  maintenance  of  the  status  and  standard  of  professional  qualifications  of 

members of the Institute; 

(h)  the  carrying  out,  by  granting  financial  assistance  to  persons  other  than  members  of  the 
Council or in any other manner, of research in such matters of interest to Company Secretaries as may 
be prescribed; 

(i)  to  enable  functioning  of  the  Director  (Discipline),  the  Board  of  Discipline,  the  Disciplinary 

Committee and the Appellate Authority constituted under the provisions of this Act; 

(j) to enable functioning of the Quality Review Board; 

 1[(ja) to issue guidelines for the purpose of carrying out the objects of this Act; 

(jb) to conduct investor education and awareness programmes; 

(jc)  to  enter  into  any  memorandum  or  arrangement  with  the  prior  approval  of  the  Central 
Government,  with  any  agency  of  any  foreign  country,  for  the  purpose  of  performing  its  functions 
under this Act;] 

(k) consideration of the recommendations of the Quality Review Board made under 

clause (a) of section 29B and details of action taken thereon in its annual report; and 

(l) to ensure the functioning of the Institute in accordance with the provisions of this Act and in 

performance of other statutory duties as may be entrusted to the Institute from time to time.]. 

2[15A. Functions of Institute.—The functions of the Institute shall include— 

(a) the examination of candidates for enrolment; 

(b) the regulation of training of students; 

(c)  the  maintenance  and  publication  of  a  Register  of  persons  qualified  to  practice  as  Company 

Secretaries; 

3[(ca) the maintenance and publication of a Register of firms;] 

(d) collection of fees from members, examinees and other persons; 

(e) subject to the orders of the appropriate authorities under this Act, the removal of names from 
the  4[Register  of  members  and  firms  and  the  restoration  of  names  to  the  Register  of  members  and 
firms] which have been removed; 

(f) the maintenance of a library and publication of books and periodicals relating to management 

of companies and allied subjects; 

(g) the conduct of elections to the Council of the Institute; and 

(h) the granting or refusal of certificates of practice as per guidelines issued by the Council. 

15B. Imparting education by Universities and other bodies.—(1) Subject to the provisions of this 
Act, any University established by law or any body affiliated to the Institute, may impart education on the 
subjects covered by the academic courses of the Institute. 

1. Ins. by Act 12 of 2022, s. 82 (w.e.f 10-5-2022). 
2. Ins. by Act 8 of 2006, s. 13 (w.e.f. 17-11-2006) [in respect of new section 15B (w.e.f. 8-8-2006)]. 
3. Ins. by Act 12 of 2022, s. 83 (w.e.f 10-5-2022). 
4. Subs. by s. 83, ibid., for “Register and the restoration to the Register of names” (w.e.f 10-5-2022). 

11 

                                                           
(2) The Universities or bodies referred to in sub-section (1) shall, while awarding degree, diploma or 
certificate or bestowing any designation, ensure that the award or designation do not resemble or is not 
identical to one awarded by the Institute. 

(3)  Nothing  contained  in  this  section  shall  enable  a  University  or  a  body  to  adopt  a  name  or 

nomenclature which is in any way similar to that of the Institute.] 

1[16.  Officers  and  employees,  salary,  allowances,  etc.—(1)  For  the  efficient  performance  of  its 

duties, the Council shall— 

(a) appoint a Secretary of the Council to perform such duties as may be prescribed; 

(b) appoint a Director (Discipline) to perform such functions as assigned to him under this Act 

and the rules and regulations framed thereunder; 

(c) designate an officer of the Council or the Institute to carry out the administrative functions of 

the Institute as its chief executive. 

(2) The Council may also— 

(a)  appoint  such  other  officers  and  employees  to  the  Council  and  the  Institute  as  it  considers 

necessary; 

(b) require and take from the Secretary or from any other officer or employee of the Council and 

the Institute such security for the due performance of his duties, as the Council considers necessary; 

2[(c) prescribe the manner of appointment, powers, duties and functions of the Secretary and other 

officers and employees, their salaries, fees, allowances and other terms and conditions of service;]  

(d)  with  the  previous  sanction  of  the  Central  Government,  fix  the  allowances  of  the  President, 

Vice-President and other members of the Council and members of its Committees; 

(3)  The  Secretary  of  the  Council  shall  be  entitled  to  participate  in  the  meetings  of  the  Council  but 

shall not be entitled to vote thereat.]. 

17.  Committees  of  the  Council.—(1)  The  Council  shall  constitute  from  amongst  its  members  the 

following Standing Committees, namely:— 

(a) an Executive Committee; 

3[(b) a Finance Committee; and] 

(c) an Examination Committee. 

(2)  The  Council  may  also  constitute  a  Training  and  Educational  Facilities  Committee,  Professional 
Research and Publications Committee and such other Committees from amongst its members as it deems 
necessary for the purpose of carrying out the provisions of this Act. 

4[(3) Each of the Standing Committees shall consist of the President and the Vice-President,ex officio, 
and  minimum  of  three  and  maximum  of  five  members  to  be  elected  by  the  Council  from  amongst  its 
members.] 

5* 

* 

* 

* 

* 

(6) Notwithstanding anything contained in this section, any Committee formed under sub-section (2), 
may, with the sanction of the Council co-opt such other members of the Institute not exceeding6[one-third 
of the total membership of the Committee] as the Committee thinks fit, and any member so co-opted shall 
be entitled to exercise all the rights of a member of the Committee. 

1. Subs. by Act 8 of 2006, s. 14, for section 16 (w.e.f. 17-11-2006). 
2. Subs by Act 12 of 2022, s. 84 clause (ii), for clause (c) (w.e.f 10-5-2022). 
3. Subs. by Act 8 of 2006, s. 15, for clause (b) (w.e.f. 17-11-2006). 
4. Subs by s. 15, ibid., for sub-section (3) (w.e.f.  17-11-2006). 
5. Sub-sections (4) and (5) omitted by s. 15, ibid. (w.e.f. 17-11-2006). 
6. Subs. by s. 15, ibid., for “two-thirds of the total membership of the Committee” (w.e.f. 17-11-2006). 

12 

 
 
 
 
 
 
 
 
                                                           
(7) Every Committee constituted under this section shall elect its own Chairman: 

Provided that— 

(i)  where  the  President  is  a  member  of  such  Committee,  he  shall  be  the  Chairman  of  such 
Committee, and in his absence, the Vice-President, if he is a member of such Committee, shall be its 
Chairman; and 

(ii) where the President is not a member of such Committee but the Vice-President is a member, 

he shall be its Chairman. 

(8)  The  Standing  Committees  and  other  Committees  formed  under  this  section  shall  exercise  such 

functions and be subject to such conditions in the exercise thereof as may be prescribed. 

18.  Finances  of  the  Council.—(1)  There  shall  be  established  a  fund  under  the  management  and 
control of the Council into which shall be paid all moneys (including 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. 

(2) The Council may invest any money for the time being standing to the credit of the fund in any 

Government security or in any other security approved by the Central Government. 

1[(3) The Council shall keep proper accounts of the fund distinguishing capital from revenue in the 

manner prescribed. 

(4) The Council shall prepare in the manner prescribed and approve, prior to the start of the financial 
year,  an  annual  financial  statement  (the  budget)  indicating  all  its  anticipated  revenues  as  well  as  all 
proposed expenditures for the forthcoming year. 

2[(5) The annual accounts of the Council shall be prepared in such manner as may be prescribed and 
subject to audit by a firm of chartered accountants to be appointed annually by the Council from the panel 
of auditors maintained by the Comptroller and Auditor-General of India: 

Provided that a firm shall not be eligible for appointment as an auditor under this sub-section, if any 

of its partner is or has been a member of the Council during the last four years: 

Provided further that, in the event it is brought to the notice of the Council that the accounts of the 
Council do not represent a true and fair view of its finances, then, the Council may itself cause a special 
audit to be conducted: 

Provided also that, if such information, that the accounts of the Council do not represent a true and 
fair  view  of  its  finances,  is  sent  to  the  Council  by  the  Central  Government,  then,  the  Council  may, 
wherever appropriate cause a special audit or take such other action as it considers necessary and shall 
furnish an action taken report thereon to the Central Government.] 

3[(5A) As soon as may be practicable at the end of each year, the Council shall circulate the audited 
accounts  to  its  members  at  least  fifteen  days  in  advance  and  consider  and  approve  these  accounts  in  a 
special meeting convened for the purpose. 

(5B) The Council shall cause to be published in the Gazette of India not later than the 30th day of 
September of the year next following, a copy of the audited accounts and the Report of the Council for 
that year duly approved by the Council and copies of the said accounts and Report shall be forwarded to 
the Central Government and to all the members of the Institute.] 

(6)  Subject  to  such  directions  as  the  Central  Government  may,  by  order  in  writing,  make  in  this 

behalf, the Council may borrow— 

(a) any money required for meeting its liabilities on capital account on the security of the fund or 

on the security of any other assets for the time being belonging to it; or 

1. Subs. by Act 8 of 2006, s. 16, for sub-sections (3), (4) and (5) (w.e.f. 17-11-2006).  
2. Subs by Act 12 of 2022, s. 85, for sub-section (5) (w.e.f. 10-5-2022). 
3. Ins. by Act 8 of 2006, s. 16, (w.e.f. 17-11-2006).  

13 

                                                           
(b)  for  the  purpose  of  meeting  current  liabilities  pending  the  receipt  of  income  by  way  of 

temporary loan or over-draft. 

CHAPTER IV 
REGISTER OF MEMBERS 

19.1[Register  of  members].—  2[(1)  The  Council  shall  maintain  a  Register  of  members  of  the 

Institute in such manner as may be prescribed.]  

(2)  The  1[Register  of  members] shall  include  the  following  particulars  about  every  member  of  the 

Institute, namely:— 

(a) his full name, date of birth, domicile, residential and professional addresses; 
(b) the date on which his name is entered in the Register; 
(c) his qualifications; 
3[(ca)  whether  any  actionable  information  or  complaint  is  pending  or  any  penalty  has  been 

imposed against him under Chapter V, including details thereof, if any;] 

(d) whether he holds a certificate of practice; and 
(e) any other particulars which may be prescribed. 

(3) The Council shall cause to be published in such manner as may be prescribed a list of members of 
the Institute as on the 1st day of April of each year, and shall, if requested to do so by any such member, 
send him a copy of such list4[on payment of such amount as may be prescribed]. 

5[(4) Every member of the Institute shall, on his name being entered in the  1[Register of members], 

pay such annual membership fee as may be determined, by notification, by the Council, 6[***]: 

7* 
20. Removal from the 8[Register of members].—(1) The Council may remove from the 8[Register of 

* 

* 

* 

* 

members] the name of any member of the Institute— 

(a) who is dead; or 
(b) from whom a request has been received to that effect; or 
(c) who has not paid any prescribed fee required to be paid by him; or 
(d) who is found to have been subject at the time when his name was entered in the  8[Register of 
members], or who at any time thereafter has become subject, to any of the disabilities mentioned in 
section  8,  or  who  for  any  other  reason  has  ceased  to  be  entitled  to  have  his  name  borne  on  the 
8[Register of members]. 
(2) The Council shall remove from the 8[Register of members] the name of any member in respect of 

whom an order has been passed under this Act removing him from membership of the Institute. 

9[(3) If the name of any member has been removed from the 8[Register of members] under clause (c) 
of  sub-section  (1),  on  receipt  of  an  application,  his  name  may  be  entered  again  in  the  8[Register  of 
members] on payment of the arrears of annual fee and entrance fee along with such additional fee, as may 
be determined, by notification, by the Council, 10[***]: 

11*     

* 

* 

* 

*

1. Subs by Act 12 of 2022, s. 86, for “Register” (w.e.f. 10-5-2022). 
2. Subs by s. 86, ibid., for sub-section (1) (w.e.f. 10-5-2022) 
3. Ins by s. 86, ibid., (w.e.f. 10-5-2022). 
4. Ins. by Act 8 of 2006, s. 17 (w.e.f. 17-11-2006). 
5. Subs. by s. 17, ibid., for sub-section (4) (w.e.f. 17-11-2006). 
6. The words “,which shall not exceed rupees five thousand” omitted by Act 12 of 2022, s. 86 (w.e.f. 10-5-2022). 
7. The proviso omitted by s. 86, ibid., (w.e.f. 10-5-2022). 
8. Subs. by s. 87, ibid., for “Register” (w.e.f. 10-5-2022). 
9. Ins. by s. 18, ibid. (w.e.f. 8-8-2006). 
10. The words  “,which shall not exceed rupees two thousand” omitted by Act 12 of 2022, s. 87 (w.e.f 10-5-2022). 
11. The proviso omitted by s. 87, ibid., (w.e.f. 10-5-2022).  

14 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
 
                                                           
CHAPTER V 
MISCONDUCT 

1[21.  Disciplinary  Directorate.—(1)  The  Council  shall,  by  notification,  establish  a  Disciplinary 
Directorate  headed  by  an  officer  of  the  Institute  designated  as  Director  (Discipline)  and  such  other 
employees for making investigations in respect of any information or complaint received by it. 

(2) On receipt of any information or complaint along with the prescribed fee, the Director (Discipline) 

shall arrive at a prima facie opinion on the occurrence of the alleged misconduct. 

(3) Where the Director (Discipline) is of the opinion that a member is guilty of any professional or 
other misconduct mentioned in the First Schedule, he shall place the matter before the Board of Discipline 
and where the Director (Discipline) is of the opinion that a member is guilty of any professional or other 
misconduct mentioned in the Second Schedule or in both the Schedules, he shall place the matter before 
the Disciplinary Committee. 

(4) In order to make investigations under the provisions of this Act, the Disciplinary Directorate shall 

follow such procedure as may be specified. 

(5)  Where  a  complainant  withdraws  the  complaint,  the  Director  (Discipline)  shall  place  such 
withdrawal  before  the  Board  of  Discipline  or  as  the  case  may  be,  the  Disciplinary  Committee,  and  the 
said  Board  or  Committee  may,  if  it  is  of  the  view  that  the  circumstances  so  warrant,  permit  the 
withdrawal at any stage.] 

2[21A. Board of Discipline.—(1) The Council shall constitute a Board of Discipline consisting of— 

(a)  a  person  with  experience  in  law  and  having  knowledge  of  the  disciplinary  matters  and  the 

profession, to be its presiding officer; 

(b) two members one of whom shall be a member of the Council elected by the Council and the 

other member shall be the person designated under clause (c) of sub-section (1) of section 16; 

(c) the Director (Discipline) shall function as the Secretary of the Board. 

(2) The  Board  of  Discipline  shall  follow  summary  disposal  procedure  in  dealing  with  all  the  cases 

before it. 

(3) Where the Board of Discipline is of the opinion that a member is guilty of a professional or other 
misconduct mentioned in the First Schedule, it shall afford to the member an opportunity of being heard 
before making any order against him and may thereafter take any one or more of the following actions, 
namely:— 

(a) reprimand the member; 

(b) remove the name of the member from the Register up to a period of three months; 

(c) impose such fine as it may think fit which may extend to rupees one lakh. 

(4)  The  Director  (Discipline)  shall  submit  before  the  Board  of  Discipline  all  information  and 
complaints where he is of the opinion that there is no prima facie case and the Board of Discipline may, if 
it agrees with the opinion of the Director (Discipline), close the matter or in  case of disagreement, may 
advise the Director (Discipline) to further investigate the matter. 

21B.  Disciplinary  Committee.—(1)  The  Council  shall  constitute  a  Disciplinary  Committee 
consisting of the President or the Vice-President of the Council as the Presiding Officer and two members 
to be elected from amongst the members of the Council and two members to be nominated by the Central 
Government  from  amongst  the  persons  of  eminence  having  experience  in  the  field  of  law,  economics, 
business, finance or accountancy: 

Provided  that  the  Council  may  constitute  more  Disciplinary  Committees  as  and  when  it  considers 

necessary. 

1. Subs. by s. 19, ibid., for section 21 (w.e.f. 17-11-2006). 
2. Ins. by Act 8 of 2006, s. 20 (w.e.f. 17-11-2006). 

15 

                                                           
(2)  The  Disciplinary  Committee,  while  considering  the  cases  placed  before  it,  shall  follow  such 

procedure as may be specified. 

(3) Where the Disciplinary Committee is of the opinion that a member is guilty of a professional or 
other misconduct mentioned in the Second Schedule or both the First Schedule and the Second Schedule, 
it shall afford to the member an opportunity of being heard before making any order against him and may 
thereafter take any one or more of the following actions, namely:— 

(a) reprimand the member; 

(b) remove the name of the member from the Register permanently or for such period, as it thinks 

fit; 

(c) impose such fine as it may think fit, which may extend to rupees five lakhs. 

(4) The allowances payable to the members nominated by the Central Government shall be such as 

may be specified. 

21C. Authority, Disciplinary Committee, Board of Discipline and Director (Discipline) to have 
powers of civil court.—For the purposes of an inquiry under the provisions of this Act, the Authority, the 
Disciplinary Committee, Board of Discipline and the Director (Discipline) shall have the same powers as 
are vested in a civil court under the Code of Civil Procedure, 1908(5 of 1908), in respect of the following 
matters, namely:— 

(a) summoning and enforcing the attendance of any person and examining him on oath; 

(b) the discovery and production of any document; and 

(c) receiving evidence on affidavit. 

1* 

* 

* 

* 

         * 

21D. Transitional provisions.—All complaints pending before the Council or any inquiry initiated 
by  the  Disciplinary  Committee  or  any  reference  or  appeal  made  to  a  High  Court  prior  to  the 
commencement  of  the  Company  Secretaries  (Amendment)  Act,  2006  (8  of  2006)  shall  continue  to  be 
governed by the provisions of this Act, as if this Act had not been amended by the Company Secretaries 
(Amendment) Act, 2006.] 

2[22.  Professional  or  other  misconduct  defined.—For  the  purposes  of  this  Act,  the  expression 
“professional or other misconduct” shall be deemed to include any act or omission provided in any of the 
Schedules,  but  nothing  in  this  section  shall  be  construed  to  limit  or  abridge  in  any  way  the  power 
conferred or duty cast on the Director (Discipline) under sub-section (1) of section 21 to inquire into the 
conduct of any member of the Institute under any other circumstances.] 

3[22A.  Constitution  of  Appellate  Authority.—The  Appellate  Authority  constituted  under  sub-
section (1) of section 22A of the Chartered Accountants Act, 1949(38 of 1949), shall be deemed to be the 
Appellate Authority for the purposes of this Act subject to the modification that for clause (b) of said sub-
section (1), the following clause had been substituted, namely:— 

“(b) the Central Government shall, by notification appoint two part-time members from amongst 
the persons who have been members of the Council of the Institute of Company Secretaries of India 
for at least one full term and who is not a sitting member of the Council;]. 

22B. Term of office of members of Authority.—A person appointed as a member shall hold office 
for a term of three years from the date on which he enters upon his office or until he attains the age of 
sixty-two years, whichever is earlier. 

22C. Procedure, etc., of Authority.—The provisions of section 22C, section 22D and section 22F of 
the Chartered Accountants Act, 1949(38 of 1949) shall apply to the Authority in relation to allowances 

1. The Explanation omitted by Act 12 of 2022, s. 92 (w.e.f. 10-5-2022). 
2. Subs. by Act 8 of 2006, s. 21, for section 22 (w.e.f. 17-11-2006). 
3. Ins. by s. 22, ibid. (w.e.f. 17-11-2006). 

16 

 
 
 
 
 
 
 
        
                                                           
and terms and conditions of service of its Chairperson and members, and in the discharge of its functions 
under this Act as they apply to it in the discharge of its functions under the Chartered Accountants Act, 
1949. 

22D. Officers and other staff of Authority.—(1) The Council shall make available to the Authority 
such officers and other staff members as may be necessary for the efficient performance of the functions 
of the Authority. 

(2) The salaries and allowances and conditions of service of the officers and other staff members of 

the Authority shall be such as may be prescribed. 

22E. Appeal to Authority.—(1) Any member of the Institute aggrieved by any order of the Board of 
Discipline or the Disciplinary Committee imposing on him any of the penalties referred to in sub-section 
(3) of section 21A and sub-section (3) of section 21B, may within ninety days from the date on which the 
order is communicated to him, prefer an appeal to the Authority: 

Provided  that  the  Director  (Discipline)  may  also  appeal  against  the  decision  of  the  Board  of 
Discipline or the Disciplinary Committee to the Authority if so authorised by the Council, within ninety 
days: 

Provided further that the Authority may entertain any such appeal after the expiry of the said period 

of ninety days, if it is satisfied that there was sufficient cause for not filing the appeal in time. 

(2) The Authority may, after calling for the records of any case, revise any order made by the Board 
of Discipline or the Disciplinary Committee under sub-section (3) of section 21A and sub-section (3) of 
section 21B and may— 

(a) confirm, modify or set aside the order; 

(b) impose any penalty or set aside, reduce, or enhance the penalty imposed by the order; 

(c) remit the case to the Board of Discipline or Disciplinary Committee for such further enquiry 

as the Authority considers proper in the circumstances of the case; or 

(d) pass such other order as the Authority thinks fit: 

Provided that the Authority shall give an opportunity of being heard to the parties concerned before 

passing any order.] 

CHAPTER VI 
REGIONAL COUNCILS 

23.  Constitution  and  functions  of  Regional  Councils.—(1)  For  the  purpose  of  advising  and 
assisting it on matters concerning its functions, the Council may constitute such Regional Councils as and 
when  it  deems  fit  for  one  or  more  of  the  regional  constituencies  that  may  be  notified  by  the  Central 
Government under clause (a) of sub-section (2) of section 9. 

(2) The Regional Councils shall be constituted in such manner and exercise such functions as may be 

prescribed. 

(3)  Notwithstanding  anything  contained  in  this  section,  each  Regional  Council  of  the  dissolved 
company shall, on the commencement of this Act, become the Regional Council of the Institute for the 
area  for  which  it  was  functioning  as  a  Regional  Council  immediately  before  such  commencement  and 
shall function as such— 

(i) for a period of two years from such commencement, or 

(ii) till a Regional Council is constituted for such area in accordance with the provisions of this 

section,  

whichever is earlier. 

17 

 
 
 
 
24. Penalty for falsely claiming to be a member, etc.—Subject to the provisions of section 7, any 

CHAPTER VII 
PENALTIES 

person who,— 

(a) not being a member of the Institute,— 

(i) represents that he is a member of the Institute; or 

(ii) uses the designation “Company Secretary”; or 

(iii) uses the letters “A.C.S.” or “F.C.S.” after his name; or 

(b) being a member of the Institute, but not having a certificate of practice, represents that he is in 

practice or practises as a Company Secretary, 

shall  be  punishable  on  first  conviction  with  fine  which  may  extend  to  1[one  lakh  rupees],  and  on  any 
subsequent  conviction  with  imprisonment  which  may  extend  to  six  months,  or  with  fine  which  may 
extend to 2[five lakh rupees], or with both. 

25.  Penalty  for  using  name  of  the  Council,  or  awarding  degree  of  Company  Secretary.—(1) 

Save as otherwise provided in this Act, no person shall— 

(a)  use  a  name  or  a  common  seal  which  is  identical  with  the  name  or  the  common  seal  of  the 

Institute or so nearly resembles it as to deceive or as is likely to deceive the public; 

(b) award any degree, diploma or certificate or bestow any designation which indicates or purports 
to  indicate  the  position  or  attainment  of  any  qualification  or  competence  in  Company  Secretaryship 
similar to that of a member of the Institute; or 

(c) seek to regulate in any manner whatsoever the profession of Company Secretaries. 

(2)  Any  person  contravening  the  provisions  of sub-section (1)  shall,  without  prejudice  to  any  other 
proceedings which may be taken against him, 3[be punishable with imprisonment which may extend to six 
months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees 
or with both on first conviction], and on any subsequent conviction with imprisonment which may extend 
to 4[one year, or with fine which shall not be less than two lakh rupees but which may extend to ten lakh 
rupees], or with both. 

5[*   
26. Companies not to engage in Company Secretaryship.—(1) No company, whether incorporated 

*] 

* 

* 

* 

in India or elsewhere, shall practise as Company Secretaries. 

6[Explanation.—For the removal of doubts, it is hereby declared that the “company” shall include any 

limited liability partnership which has company as its partner for the purposes of this section.] 

 7[(2)  If  any  company  contravenes  the  provisions  of  sub-section  (1),  then  every  director,  manager, 
Secretary and any other officer who is knowingly a party to such contravention shall be punished on first 
conviction  with  fine  which  shall  not  be  less  than  two  lakh  rupees  but  which  may  extend  to  ten  lakh 
rupees,  and  on  any  subsequent  conviction  with  fine  which  shall  not  be  less  than  four  lakh  rupees  but 
which may extend to twenty lakh rupees.] 

27. Unqualified persons not to sign documents.—(1) No person other than a member of the Institute 
shall  sign  any  document  on  behalf  of  a  Company  Secretary  in  practice  or  a  firm  of  such  Company 
Secretaries in his or its professional capacity. 

1. Subs by Act 12 of 2022, s. 96, for “one thousand rupees” (w.e.f. 10-5-2022). 
2. Subs by, s. 96, ibid., for “five thousand rupees” (w.e.f. 10-5-2022). 
3.  Subs  by,  s.  97,  ibid.,  for  “be  punishable  on  first  conviction  with  fine  which  may  extend  to  one  thousand  rupees”                   

(w.e.f. 10-5-2022). 

4. Subs by, s. 97, ibid., for “six months, or with fine which may extend to five thousand rupees” (w.e.f. 10-5-2022). 
5. Sub-section (3) omitted by Act 8 of 2006, s. 23 (w.e.f. 8-8-2006). 
6. Explanation ins. by Act 4 of 2012, s. 3 (w.e.f. 8-1-2012). 

             7. Subs by Act 12 of 2022, s. 98, for sub-section (2) (w.e.f. 10-5-2022). 

18 

 
 
 
 
 
 
 
                                                           
1[(2)  Any  person who  contravenes  the provisions of  sub-section  (1)  shall,  without  prejudice  to  any  other 

proceedings  which  may  be  taken  against  him,  be  punishable  on  first  conviction  with  a  fine  not  less  than                   
2[one lakh rupees]  but  which  may  extend  to  3[five lakh rupees],  and  in  the event  of  a  second or  subsequent 
conviction with imprisonment for a term which may extend to one year or with a fine not less than 4[two lakh 
rupees] but which may extend to 5[ten lakh rupees] or with both.] 

28. Offences by companies.—(1) If the person committing an offence under this Act is a company, 
the company as well as every person in charge of, and responsible to, the company for the conduct of its 
business at the time of the commission of the offence shall be deemed to be guilty of the offence and shall 
be liable to be proceeded against and punished accordingly: 

Provided  that  nothing  contained  in  this  sub-section  shall  render  any  such  person  liable  to  any 
punishment if he proves that the offence was committed without his knowledge or that he had exercised 
all due diligence to prevent the commission of such offence. 

(2) Notwithstanding anything contained in sub-section (1), where an offence under this Act has been 
committed  by  a  company  and  it  is  proved  that  the  offence  has  been  committed  with  the  consent  or 
connivance  of,  or  that  the  commission  of  the  offence  is  attributable  to  any  neglect  on  the  part  of,  any 
director,  manager, secretary  or  other  officer  of the company,  such  director,  manager,  secretary  or  other 
officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and 
punished accordingly: 

Explanation.—For the purposes of this section,— 

(a) “company” means anybody corporate and includes a firm or other association of individuals; 

and 

(b) “director”, in relation to a firm, means a partner in the firm. 

29.  Sanction  to  prosecute.—No  person  shall  be  prosecuted  under  this  Act  except  on  a  complaint 

made by or under the order of the Council or of the Central Government. 

6[CHAPTER VII A 

QUALITY REVIEW BOARD 

29A. Establishment of Quality Review Board.—(1) The Central Government shall, by notification, 

constitute a Quality Review Board consisting of a Chairperson and four other members. 

(2)  The  Chairperson  and  members  of  the  Board  shall  be  appointed  from  amongst  the  persons  of 

eminence having experience in the field of law, economics, business, finance or accountancy. 

(3) Two members of the Board shall be nominated by the Council and other two members shall be 

nominated by the Central Government. 

29B. Functions of Board.—The Board shall perform the following functions, namely:— 

(a) to make recommendations to the Council with regard to the quality of services provided by 

the members of the Institute; 

(b) to review the quality of services provided by the members of the Institute including secretarial 

services; and 

(c) to guide the members of the Institute to improve the quality of services and adherence to the 

various statutory and other regulatory requirements. 

1. Subs. by Act 8 of 2006, s. 24, for sub-section (2) (w.e.f. 8-8-2006). 
2. Subs by Act 12 of 2022, s. 99, for “five thousand rupees” (w.e.f. 10-5-2022). 

            3. Subs by , s. 99, ibid., for “one lakh rupees” (w.e.f. 10-5-2022). 
            4. Subs by , s. 99, ibid., for “ten thousand rupees” (w.e.f. 10-5-2022). 
            5. Subs by , s. 99, ibid., for “two lakh rupees” (w.e.f. 10-5-2022). 

6. Ins. by Act 8 of 2006, s. 25, (w.e.f. 17-11-2006). 

19 

                                                           
1[(d) to forward cases of non-compliance with various statutory and regulatory requirements by 
the members of the Institute or firms, noticed by it during the course of its review, to the Disciplinary 
Directorate for its examination.] 

29C. Procedure of Board.—The Board shall meet at such time and place and follow in its meetings 

such procedure as may be specified. 

29D.  Terms  and  conditions  of  service  of  Chairperson  and  members  of  Board  and  its 
expenditure.—(1) The terms and conditions of service of the Chairperson and the members of the Board, 
and their allowances shall be such as may be specified. 

(2) The expenditure of the Board shall be borne by the Council.] 

30.[Amendment of Act 8 of 2006].—Omitted by the Company Secretaries Act, 2006 (8 of 2006)   s. 2 

and the First Schedule (w.e.f. 17-11-2006). 

CHAPTER IX 

DISSOLUTION OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA REGISTERED UNDER THE 
COMPANIES ACT 

31. Dissolution of the Institute of Company Secretaries of India registered under the Companies 

Act.—On the commencement of this Act— 

(a)  the  company  known  as  the  Institute  of  Company  Secretaries  of  India  registered  under  the 
Companies Act shall stand dissolved and thereafter no person shall make, assert or take any claims or 
demands or proceedings against the dissolved company or against any officer thereof in his capacity 
as such officer except insofar as may be necessary, for enforcing the provisions of this Act; 

(b) the right of every member to, or in respect of, the dissolved company shall be extinguished, 
and  thereafter  no  member  of  that  company  shall  make,  assert  or  take  any  claims  or  demands  or 
proceedings in respect of that company except as provided in this Act. 

32.  Transfer  of  assets  and  liabilities  of  the  dissolved  company  to  the  Institute.—(1)  On  the 
commencement  of  this  Act,  there  shall  be  transferred  to  and  vested  in  the  Institute  all  the  assets  and 
liabilities of the dissolved company. 

(2)  The  assets  of  the  dissolved  company  shall  be  deemed  to  include  all  rights  and  powers,  and  all 
property, whether movable or immovable, of that company, including in particular, cash balances, reserve 
funds, investments, deposits and all other interests and rights in or arising out of such property as may be 
in  the  possession  of  the  dissolved  company  and  all  books  of  accounts,  papers  or  documents  of  the 
dissolved company; and the liabilities shall be deemed to include all debts, liabilities and obligations of 
whatever kind then existing of that company. 

(3)  All  contracts,  debts,  bonds,  agreements  and  other  instruments  of  whatever  nature  to  which  the 
dissolved company is a party, subsisting or having effect immediately before the commencement of this 
Act, shall be of as full force and effect against or in favour of the Institute, as the case may be, and may 
be enforced as fully and effectively as if instead of the dissolved company, the Institute had been a party 
thereto. 

(4) If, on the commencement of this Act, any suit, appeal or other legal proceeding of whatever nature 
by or against the dissolved company is pending, the same shall not abate, be discontinued or be in any 
way  prejudicially  affected  by  reason  of  the  transfer  to  the  Institute  of  the  assets  and  liabilities  of  the 
dissolved company or of anything contained in this Act, but the suit, appeal or other proceeding may be 
continued, prosecuted and enforced by or against the Institute, in the same manner and to the same extent 
as it would or may be continued, prosecuted and enforced by or against the dissolved company if this Act 
had not been passed. 

1. Ins. by Act 12 of 2022, s. 100, (w.e.f. 10-5-2022). 

20 

                                                           
33. Provisions respecting employees of the dissolved company.—(1) Every person employed in the 
dissolved company and continuing in its employment immediately before the commencement of this Act 
shall, as from such commencement, become an employee of the Institute, shall hold his office or service 
therein  by  the  same  tenure  and  upon  the  same  terms  and  conditions  and  with  the  same  rights  and 
privileges as to pension and gratuity as he would have held the same under the dissolved company if this 
Act had not been passed, and shall continue to do so unless and until his employment in the Institute is 
terminated  or  until  his  remuneration,  terms  and  conditions  of  employment  are  duly  altered  by  the 
Institute. 

(2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947) or in any 
other  law  for  the  time  being  in  force,  the  transfer  of  the  services  of  any  employee  of  the  dissolved 
company to the Institute shall not entitle any such employee to any compensation under that Act or other 
law, and no such claim shall be entertained by any court, tribunal or other authority. 

CHAPTER X 

MISCELLANEOUS 

1[34. Coordination Committee.—The Coordination Committee constituted under section 9A of the 
Chartered Accountants Act, 1949 (38 of 1949), shall be deemed to be the Coordination Committee for the 
purposes of this Act.] 

35. Directions of the Central Government.—(1) The Central Government may, from time to time, 
issue  such  directions  to  the  Council  as  in  the  opinion  of  the  Central  Government  are  conducive  to  the 
fulfilment of the objects of this Act and in the discharge of its functions, the Council shall be bound to 
carry out any such directions. 

(2)  Directions  issued  under  sub-section  (1)  may  include  directions  to  the  Council  to  make  any 

regulations or to amend or revoke any regulations already made. 

(3)  If,  in  the  opinion  of the  Central  Government, the  Council  has persistently  committed  default  in 
giving  effect  to  the  directions  issued  under  this  section,  the  Central  Government  may,  after  giving  an 
opportunity to the Council to state its case, by order, dissolve the Council, whereafter a new Council shall 
be  constituted  in  accordance  with  the  provisions  of  this  Act  with  effect  from  such  date  as  may  be 
specified by the Central Government. 

(4) Where the  Central  Government  passes  an  order  under sub-section (3)  dissolving  the  Council,  it 
may, pending the constitution of a new Council in accordance with the provisions of this Act, authorise 
any person or body of persons to take over the management of the affairs of the Institute and to exercise 
such functions as may be specified in this behalf by the Central Government. 

2[36. Protection of action taken in good faith.—No suit, prosecution or other legal proceeding shall 
lie against the Central Government or the Council or the Authority or the Disciplinary Committee or the 
Tribunal  or  the  Board  or  the  Board  of  Discipline  or  the  Disciplinary  Directorate  or  any  officer  of  that 
Government,  Council,  Authority,  Disciplinary  Committee,  Tribunal,  Board,  Board  of  Discipline  or  the 
Disciplinary Directorate, for anything which is in good faith done or intended to be done under this Act or 
any rule, regulation, notification, direction or order made thereunder.] 

3[36A.  Members,  etc.,  to  be  public  servants.—The  Chairperson,  Presiding  Officer,  members  and 
other  officers  and  employees  of  the  Authority,  Disciplinary  Committee,  Tribunal,  Board,  Board  of 
Discipline  or  the  Disciplinary  Directorate shall  be  deemed  to  be  public  servants  within the  meaning  of 
section 21 of the Indian Penal Code(45 of 1860).] 

1. Subs by Act 12 of 2022, s. 101, for section 34 (w.e.f. 10-5-2022). 
2. Subs. by Act 8 of 2006, s. 27, for section 36 (w.e.f. 17-11-2006). 
3. Ins. by, s. 28, ibid., (w.e.f. 17-11-2006). 

21 

 
                                                           
37. Maintenance of branch offices.—(1) Where a Company Secretary in practice or a firm of such 
Company Secretaries has more than one office in India, each one of such offices shall be in the separate 
charge of a member of the Institute: 

Provided that the Council may in suitable cases exempt any Company Secretary in practice or firm of 

such Company Secretaries from the operation of this sub-section. 

(2) Every Company Secretary in practice or firm of such Company Secretaries maintaining more than 
one office shall send to the Council a list of offices and the persons in charge thereof and shall keep the 
Council informed of any changes in relation thereto. 

38. Reciprocity.—(1) Where any country, notified by the Central Government in this behalf in the 
Official Gazette, prevents persons of Indian domicile from becoming members of any institution similar 
to the Institute established under this Act or from practising the profession of Company Secretaryship or 
subjects them to unfair discrimination in that country, no subject of any such country shall be entitled to 
become a member of the Institute or practise the profession of Company Secretaries in India. 

(2) Subject  to  the  provisions  of  sub-section  (1),  the  Council  may  prescribe  the  conditions,  if  any, 
subject  to  which  foreign  qualifications  relating  to  Company  Secretaryship  shall  be  recognised  for  the 
purposes of entry in the 1[Register of members]. 

2[38A.  Power  of  Central  Government  to  make  rules.—(1)  The  Central  Government  may,  by 

notification, make rules to carry out the provisions of this Act. 

(2)  In  particular,  and  without  prejudice  to  the  generality  of  the  foregoing  powers,  such  rules  may 

provide for all or any of the following matters, namely:— 

(a)  the  manner  of  election  and  nomination  in  respect  of  members  to  the  Council  under                        

sub-section (2) of section 9; 

(b)  the  terms  and  conditions  of  service  of  the  Presiding  Officer  and  Members  of  the  Tribunal, 

place of meetings and allowances to be paid to them under sub-section (3) of section 10B; 

3[(c) the form, manner and fee for filing an information or a complaint under sub-section (1), the 

manner  of  deciding  a  complaint  or 
sub-section (2) and the procedure of investigation under sub-section (7), of section 21; 

information  as  actionable  or  non-actionable  under                                 

(d) 

the  procedure  while  considering 

the  cases  by 

the  Boards  of  Discipline  under                            

sub-section (2) and time limit for payment of fine under sub-section (7), of section 21A; 

(da)  the  procedure  while  considering  the  cases  by  the  Disciplinary  Committees  under                               

sub-section (2) and time-limit for payment of fine under sub-section (7), of section 21B;] 

 (e) the procedure to be followed by the Board in its meetings under section 29C; and 

(f) the terms and conditions of service of the Chairperson and members of the Board under sub-

section (1) of section 29D.] 

39. Power to make regulations.—(1) The Council may, by notification in the Gazette of India, make 

regulations for the purpose of carrying out the provisions of this Act. 

(2) In particular and without prejudice to the generality of the foregoing power, such regulations may 

provide for all or any of the following matters, namely:— 

(a)  the  professions  that  may  be  recognised  under  sub-section  (2)  of  section  2  and4[item  (2)]                  

and (4) of Part I of the First Schedule; 

(b) the examinations and training for the purposes of clauses (c), (d) and (e) of sub-section (1) of 

section 4; 

1. Subs. by Act 12 of 2022, s. 102, for “Register” (w.e.f. 10-5-2022). 
2. Ins. by Act 8 of 2006, s. 29, (w.e.f. 8-8-2006). 
3. Subs. by Act 12 of 2022, s. 103, for clauses (c) and (d) (w.e.f. 10-5-2022). 
4. Subs. by Act 8 of 2006, s. 30, for “items (1), (3)” (w.e.f. 8-8-2006). 

22 

                                                           
(c) the manner of making an application and granting thereof under sub-section (3) of section 4 or 

sub-section (3) of section 5; 

(d) the fees payable under sub-section (3) of section 4, sub-section (3) of section 5,sub-section (2) 
of section 6,1[***] sub-section (2) of section15, sub-section (4) of section 19 and clause (c) of sub-
section (1) of section 20; 

(e) the qualifications and practical experience for the purposes of sub-section (3) of section 5; 

(f) the form in which an application may be made under sub-section (2) of section 6; 

2[(fa)  the  circumstances  under  which  certificates  of  practice  may  be  cancelled  under                                

sub-section (3) of section 6; 

(fb) the powers, duties and functions of the President and the Vice-President of the Council under 

sub-section (2B) of section 12;] 

3* 

* 

* 

* 

* 

(h)  the  transaction  of  business  by  the  Council  for  the  discharge  of  its  functions  under  section 
15and  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 meetings 
and all other matters connected therewith; 

2[(ha) guidelines for granting or refusal of certificates of practice under clause (e) of sub-section 

(2) of section 15;] 

(i)  the  regulation  and  maintenance  of  the  status  and  standards  of  professional  qualifications  of 

members of the Institute, as required by4[clause (g)] of sub-section (2) of section 15; 

(j)  the  carrying  out  of  research  in  matters  of  interest  to  Company  Secretaries  as  required 

by5[clause (h)] of sub-section (2) of section 15; 

(k) the maintenance of libraries and publication of books and periodicals relating to management 

of companies and allied subjects, as required by 6[clause (f) of section 15A]; 

2[(ka) the manner of appointment, powers, duties, functions, salaries, fees, allowances and other 
terms  and  conditions  of  service  of  the  Secretary  and  other  officers  and  employees  of  the  Council 
under clause (c) of sub-section (2) of section 16;] 

7* 

* 

* 

* 

* 

(m) the transaction of business by the Standing Committees and other Committees referred to in 
section 17, the places at which and the intervals at which such Committees shall hold their meetings 
for  the  transaction  of  such  business,  the  procedure  to  be  followed  at  such  meeting  and  all  other 
matters connected therewith; 

2[(ma)  the  maintenance  of  accounts  under  sub-section  (3),  the  manner  of  preparing  annual 
financial  statement  under  sub-section  (4)  and  the  manner  of  preparing  the  annual  accounts  of  the 
Council under sub-section (5), of section 18;] 

(n) the manner in which the  8[Register of members] may be maintained under sub-section (1) of 

section 19; 

(o) the other particulars to be included in the  8Register of members], as required by clause (e) of 

sub-section (2) of section 19; 

1. The words, brackets and letter “clause (a) of” omitted by Act 8 of 2006, s. 30 (w.e.f. 8-8-2006). 
2. Ins. by Act 12 of 2022, s. 104 (w.e.f. 10-5-2022). 
3. Clause (g) omitted by Act 8 of 2006, s. 30, (w.e.f. 8-8-2006). 
4. Subs. by Act 8 of 2006, s. 30, for “clause (i)” (w.e.f. 8-8-2006). 
5. Subs. by s. 30, ibid., for “clause (j)” (w.e.f. 8-8-2006). 
6. Subs. by s. 30, ibid., for “clause (k) of sub-section (2) of section 15” (w.e.f. 8-8-2006). 
7. Clause (l) omitted by s. 30, ibid. (w.e.f. 8-8-2006). 
8. Subs. by Act 12 of 2022, s. 104, for “Register” (w.e.f. 10-5-2022). 

23 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                           
1[(p)  the  manner  of  making  an  application  for  grant  of  registration  of a  firm  and  the  terms  and 

conditions of such registration under section 20A; 

(pa)  the  manner  of  maintenance  of  Register  of  firms,  and  other  particulars  including  details  of 
pendency  of  any  actionable  information  or complaint  or  imposition  of  any  penalty  against  the  firm 
under sub-section (1) and sub-section (2) and the manner in which the annual list of firms registered 
with the Institute shall be published under sub-section (3), of section 20B; 

(pb) the manner of making available status of actionable information and complaints and orders 

passed under sub-section (9) of section 21; 

(pc) the manner of preparing panel of persons under clauses (a), (b) and (c) of sub-section (1) and 
the allowances payable to the Presiding Officers and members of the Boards of Discipline under sub-
section (8), of section 21A; 

(pd) the manner of preparing panel of persons under clauses (a), (b) and (c) of sub-section (1) and 
the allowances payable to the Presiding Officers and members of the Disciplinary Committees under 
sub-section (8) of section 21B; 

(pe) the salaries and allowances and conditions of service of officers and staff of the Authority 

under sub-section (2) of section 22D;] 

2* 

* 

* 

* 

* 

(r) the manner in which Regional Council may be constituted under sub-section (2) of section 23 

and the functions thereof; 

(s) the conditions subject to which foreign qualifications may be recognised under sub-section (2) 

of section 38; 

(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. 

3* 

* 

* 

* 

* 

4[40.  Rules,  regulations  and  notifications  to  be  laid  before  Parliament.—Every  rule  and  every 
regulation made and every notification issued under this Act shall be laid, as soon as may be after it is 
made or issued, before each House of Parliament, while it is in session, for a total period of thirty days 
which may be comprised in one session or in two or more successive sessions, and if, before the expiry of 
the session immediately following the session or the successive sessions aforesaid, both Houses agree in 
making  any  modification  in  the  rule,  regulation  or  notification,  or  both  Houses  agree  that  the  rule, 
regulation or notification should not be made, or issued, the rule, regulation or notification shall thereafter 
have effect only in such modified form or be of no effect, as the case may be; so, however, that any such 
modification or annulment shall be without prejudice to the validity of anything previously done under 
that rule, regulation or notification.] 

1. Subs. by Act 12 of 2022, s. 104, for “clause (p)” (w.e.f. 10-5-2022). 
2. clause (q) omitted by Act 8 of 2006, s. 30, (w.e.f. 8-8-2006). 
3. Sub-section (4) omitted by, s. 30, ibid., (w.e.f.8-8-2006). 
4. Ins. by s. 31, ibid. (w.e.f. 8-8-2006). 

24 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                           
1[THE FIRST SCHEDULE 

[See sections 21(3), 21A(3) and 22] 

PART I 

Professional misconduct in relation to company secretaries in practice 

A  Company  Secretary  in  practice  shall  be  deemed  to  be  guilty  of  professional  misconduct,                 

if he— 

(1) allows any person to practice in his name as a Company Secretary unless such person is also a 

Company Secretary in practice and is in partnership with or employed by him; 

(2)  pays  or  allows  or  agrees  to  pay  or  allow,  directly  or  indirectly,  any  share,  commission  or 
brokerage in the fees or profits of his professional business, to any person other than a member of the 
Institute or a partner or a retired partner or the legal representative of a deceased partner, or a member 
of  any  other  professional  body  or  with  such  other  persons  having  such  qualifications  as  may  be 
prescribed,  for  the  purpose  of  rendering  such  professional  services  from  time  to  time  in  or  outside 
India. 

Explanation.—In  this  item,  “partner”  includes  a  person  residing  outside  India  with  whom  a 
Company Secretary in practice has entered into partnership which is not in contravention of item (4) 
of this Part; 

(3) accepts or agrees to accept any part of the profits of the professional work of a person who is 

not a member of the Institute: 

Provided that nothing herein contained shall be construed as prohibiting a member from entering 
into  profit  sharing  or  other  similar  arrangements,  including  receiving  any  share  commission  or 
brokerage in the fees, with a member of such professional body or other person having qualifications, 
as is referred to in item (2) of this part; 

(4) enters into partnership, in or outside India, with any person other than a Company Secretary in 
practice  or  such  other  person  who  is  a  member  of  any  other  professional  body  having  such 
qualifications as may be prescribed, including a resident who but for his residence abroad would be 
entitled  to  be  registered  as  a  member  under  clause  (e)  of  sub-section  (1)  of  section  4  or  whose 
qualifications are recognised by the Central Government or the Council for the purpose of permitting 
such partnerships; 

(5)  secures,  either  through  the  services  of  a  person  who  is  not  an  employee  of  such  company 
secretary  or  who  is  not  his  partner  or  by  means  which  are  not  open  to  a  Company  Secretary,  any 
professional business: 

Provided  that  nothing  herein  contained  shall  be  construed  as  prohibiting  any  arrangement 

permitted in terms of items (2), (3) and (4) of this Part; 

(6) solicits clients or professional work, either directly or indirectly, by circular, advertisement, 

personal communication or interview or by any other means: 

Provided that nothing herein contained shall be construed as preventing or prohibiting— 

(i) any company secretary from applying or requesting for or inviting or securing professional 

work from another company secretary in practice; or 

(ii) a member from responding to tenders or enquiries issued by various users of professional 

services or organisations from time to time and securing professional work as a consequence; 

1. Subs. by Act 8 of 2006, s. 32, for  the First Schedule and  the Second Schedule (w.e.f. 8-8-2006). 

25 

                                                           
(7)  advertises  his  professional  attainments  or  services,  or  uses  any  designation  or  expressions 
other than Company Secretary on professional documents, visiting cards, letterheads or sign boards, 
unless  it  be  a  degree  of  a  University  established  by  law  in  India  or  recognised  by  the  Central 
Government or a title indicating membership of the Institute of Company Secretaries of India or of 
any other institution that has been recognised by the Central Government or may be recognised by the 
Council: 

Provided  that  a  member  in  practice  may  advertise  through  a  write  up  setting  out  the  services 
provided by him or his firm and particulars of his firm subject to such guidelines as may be issued by 
the Council; 

(8) accepts a position as a Company Secretary in practice previously held by another Company 

Secretary in practice without first communicating with him in writing; 

(9)  charges  or  offers  to  charge,  accepts  or  offers  to  accept,  in  respect  of  any  professional 
employment,  fees  which  are  based  on  a  percentage  of  profits  or  which  are  contingent  upon  the 
findings,  or  results  of  such  employment,  except  as  permitted  under  any  regulation  made  under  this 
Act; 

(10)  engages  in  any  business  or  occupation  other  than  the  profession  of  Company  Secretary 

unless permitted by the Council so to engage: 

Provided that nothing contained herein shall disentitle a Company Secretary from being a director 

of a company except as provided in the Companies Act, 1956(1 of 1956); 

(11) allows a person not being a member of the Institute in practice, or a member not being his 
partner  to  sign  on his  behalf or  on  behalf  of  his firm,  anything  which he is  required  to  certify  as a 
Company Secretary, or any other statements relating thereto. 

Professional misconduct in relation to members of the Institute in service 

PART II 

A  member  of  the  Institute  (other  than  a  member  in  practice)  shall  be  deemed  to  be  guilty  of 

professional misconduct, if he, being an employee of any company, firm or person— 

(1)  pays  or  allows  or  agrees  to  pay,  directly  or  indirectly,  to  any  person  any  share  in  the 

emoluments of the employment undertaken by him; 

(2)  accepts  or  agrees  to  accept  any  part  of  fees,  profits  or  gains  from  a  lawyer,  a  Company 
Secretary or broker engaged by such company, firm or person or agent or customer of such company, 
firm or person by way of commission or gratification. 

Professional misconduct in relation to members of the Institute generally 

PART III 

A  member  of  the  Institute,  whether in  practice  or  not,  shall be  deemed  to  be  guilty  of  professional 

misconduct, if he— 

(1) not being a Fellow of the Institute, acts as a Fellow of the Institute; 

(2) does not supply the information called for, or does not comply with the requirements asked 
for,  by  the  Institute,  Council  or  any  of  its  Committees,  Director  (Discipline),  Board  of  Discipline, 
Disciplinary Committee, Quality Review Board or the Appellate Authority; 

(3)  while  inviting  professional  work  from  another  Company  Secretary  or  while  responding  to 
tenders or enquiries or while advertising through a write up, or anything as provided for in items (6) 
and (7) of Part I of this Schedule, gives information knowing it to be false. 

26 

Other misconduct in relation to members of the Institute generally 

PART IV 

A  member  of  the  Institute,  whether  in  practice  or  not,  shall  be  deemed  to  be  guilty  of  other 

misconduct, if— 

(1)  he  is  held  guilty  by  any  civil  or  criminal  court  for  an  offence  which  is  punishable  with 

imprisonment for a term not exceeding six months; 

(2) in the opinion of the Council, he brings disrepute to the profession or the institute as a result 

of his action whether or not related to his professional work. 

27 

 
THE SECOND SCHEDULE 

[See sections 21(3), 21B(3) and 22] 

PART I 

Professional misconduct in relation to company secretaries in practice 

A Company Secretary in practice shall be deemed to be guilty of professional misconduct, if he— 

(1)  discloses  information  acquired  in  the  course  of  his  professional  engagement  to  any  person 
other than his client so engaging him, without the consent of his client, or otherwise than as required 
by any law for the time being in force; 

(2) certifies or submits in his name, or in the name of his firm, a report of an examination of the 
matters relating to company secretarial practice and related statements unless the examination of such 
statements has been made by him or by a partner or an employee in his firm or by another Company 
Secretary in practice; 

(3) permits his name or the name of his firm to be used in connection with any report or statement 
contingent upon future transactions in a manner which may lead to the belief that he vouches for the 
accuracy of the forecast; 

(4) expresses his opinion on any report or statement given to any business or enterprise in which 

he, his firm, or a partner in his firm has a substantial interest; 

(5) fails to disclose a material fact known to him in his report or statement but the disclosure of 
which  is  necessary  in  making  such  report  or  statement,  where  he  is  concerned  with  such  report  or 
statement in a professional capacity; 

(6)  fails  to  report  a  material  mis-statement  known  to  him  and  with  which  he  is  concerned  in  a 

professional capacity; 

(7)  does  not  exercise  due  diligence,  or  is  grossly  negligent  in  the  conduct  of  his  professional 

duties; 

(8)  fails  to  obtain  sufficient  information  which  is  necessary  for  expression  of  an  opinion  or  its 

exceptions are sufficiently material to negate the expression of an opinion; 

(9)  fails  to  invite  attention  to  any  material  departure  from  the  generally  accepted  procedure 

relating to the secretarial practice; 

(10)  fails  to  keep  moneys  of  his  client  other  than  fees  or  remuneration  or  money  meant  to  be 
expended  in  a  separate  banking  account  or  to  use  such  moneys  for  purposes  for  which  they  are 
intended within a reasonable time. 

PART II 

Professional misconduct in relation to members of the Institute generally 

A  member  of  the  Institute,  whether in  practice  or  not,  shall be  deemed  to  be  guilty  of  professional 

misconduct, if he— 

(1)  contravenes  any  of  the  provisions  of  this  Act  or  the  regulations  made  thereunder  or  any 

guidelines issued by the Council; 

(2)  being  an  employee  of  any  company,  firm  or  person,  discloses  confidential  information 
acquired in the course of his employment, except as and when required by any law for the time being 
in force or except as permitted by the employer; 

(3) includes in any information, statement, return or form to be submitted to the Institute, Council 
or any of its Committees, Director (Discipline), Board of Discipline, Disciplinary Committee, Quality 
Review Board or the Appellate Authority any particulars knowing them to be false; 

(4) defalcates or embezzles moneys received in his professional capacity. 

28 

Other misconduct in relation to members of the Institute generally 

PART III 

A  member  of  the  Institute,  whether  in  practice  or  not,  shall  be  deemed  to  be  guilty  of  other 
misconduct,  if  he  is  held  guilty  by  any  civil  or  criminal  court  for  an  offence  which  is  punishable  with 
imprisonment for a term exceeding six months.] 

29 

 
 
