Company Secretaries Act, 1980- Sections 24 to 40

Chapter VII

PENALTIES

24. Penalty for falsely claiming to be a member, etc.

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

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

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

(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 practices as a Company Secretary,

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

Other Contents of Company Secretaries Act, 1980​
Sections 1 to 8 Sections 9 to 23 Sections 24 to 40 Schedules

25. Penalty for using name of the Council, or awarding degree of Company Secretary.

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, be punishable on first conviction with fine which may extend to one thousand rupees, and on any subsequent conviction with imprisonment which may extend to six months, or with fine which may extend to five thousand rupees, or with both.

(3) [i][* * *]

26. Companies not to engage in Company Secretaryship.

26. Companies not to engage in Company Secretaryship.—(1) No company, whether incorporated in India or elsewhere, shall practice as Company Secretaries.

[ii][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.]

(2) Any company contravening the provisions of sub-section (1) shall be punishable on first conviction with fine which may extend to one thousand rupees, and on any subsequent conviction with fine which may extend to five thousand rupees.

27. Unqualified persons not to sign documents.

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.

[iii][(2) Any person who contravenes the provisions of sub-section (1) shall, without prejudice to any other proceedings which may be taken against him, be punishable on first conviction with a fine not less than five thousand rupees but which may extend to one lakh rupees, and in the event of a second or subsequent conviction with imprisonment for a term which may extend to one year or with a fine not less than ten thousand rupees but which may extend to two lakh rupees or with both.]

28. Offences by companies.

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 any body 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.

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.

[iv][Chapter VII-A

QUALITY REVIEW BOARD

29-A. Establishment of Quality Review Board.

29-A. 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.]

29-B. Functions of Board.

[v][29-B. 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.]

29-C. Procedure of Board.

[vi][29-C. Procedure of Board.—The Board shall meet at such time and place and follow in its meetings such procedure as may be specified.]

29-D. Terms and conditions of service of Chairperson and members of Board and its expenditure.

[vii][29-D. 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.]

Chapter VIII

APPEALS

30. Appeal.

30. Appeal.—[viii][* * *]

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.

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.

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.

33. Proviso respecting employees of the dissolved company.

33. Proviso 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

34. Alteration in the Register and cancellation of certificate.

34. Alteration in the Register and cancellation of certificate.—(1) Where an order is made under this Act reprimanding a member, a record of the punishment shall be entered against his name in the Register.

(2) Where the name of any member is removed, the certificate of practice granted to him under this Act shall be recalled and cancelled.

35. Directions of the Central Government.

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.

36. Protection of action taken in good faith.

[ix][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.]

36-A. Members, etc. to be public servants.

[x][36-A. 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).]

37. Maintenance of branch offices.

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.

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 practice the profession of Company Secretaries in India.

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

38-A. Power of Central Government to make rules.

[xi][38-A. 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 10-B;

(c) the procedure of investigation under sub-section (4) of Section 21;

(d) the procedure while considering the cases by the Disciplinary Committee under sub-section (2) and fixation of allowances of the nominated members under sub-section (4) of Section 21-B;

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

(f) the terms and conditions of service of the Chairperson and members of the Board under sub-section (1) of Section 29-D.]

39. Power to make regulations.

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 and [xii][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;

(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, [xiii][* * *] sub-section (2) of Section 15, sub-section (4) of Section 19 and clause (c) of sub-section (1) of Section 20;

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

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

(g) [xiv][* * *]

(h) the transaction of business by the Council for the discharge of its functions under Section 15 and other provisions of this Act, the place at which and the 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;

(i) the regulation and maintenance of the status and standards of professional qualifications of members of the Institute, as required by clause [xv][(g)] of sub-section (2) of Section 15;

(j) the carrying out of research in matters of interest to Company Secretaries as required by clause [xvi][(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 [xvii][clause (f) of Section 15-A];

(l) [xviii][* * *]

(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 meetings and all other matters connected therewith;

(n) the manner in which the Register may be maintained under sub-section (1) of Section 19;

(o) the other particulars to be included in the Register, as required by clause (e) of sub-section (2) of Section 19;

(p) the manner in which the annual list of members of the Institute may be published under sub-section (3) of Section 19;

(q) [xix][* * *]

(r) the manner in which the 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 conditions of previous publication and to the approval of the Central Government.

(4) [xx][* * *]

40. Rules, regulations and notifications to be laid before Parliament.

[xxi][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.]

[disclaimer]