(1) There shall be a Council of the Institute for the management of the affairs of the Institute and for discharging the functions assigned to it by or under this Act.
1[(2) The Council shall be composed of the following persons, namely:--
(a) not more than fifteen persons elected by the members of the Institute, from amongst the Fellows of the Institute chosen in such manner and from such regional constituencies as may be specified:
Provided that a Fellow of the Institute, who has been found guilty of any professional or other misconduct and whose name is removed from the Register 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 three years;
(ii) in case of misconduct falling under the Second Schedule of this Act, for a period of six years,
from the completion of the period of removal of name from the Register or payment of fine, as the case may be;
(b) not more than five persons nominated in the specified manner by the Central Government.];
2[(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 subsection (2).
(4) No person 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 three years after he ceases to be an auditor.].
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1.Substituted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
2. Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 10 - Re-election or re-nomination to Council
1[10. Re-election or re-nomination to Council--
A member of the Council, elected or nominated under sub-section (2) of section 9, shall be eligible for re-election or, as the case may be, re-nomination:
Provided that no member shall hold the office for more than two consecutive terms:
Provided further that a member of the Council, who is or has been elected as President under sub-section (1) of section 12, shall not be eligible for election or nomination as a member of the Council.].
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1.Substituted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 10A - Settlement of disputes regarding election
1 [Section 10A - Settlement of disputes regarding election
In case of any dispute regarding any election under clause (a) of subsection (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].
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1. Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 10B - Establishment of Tribunal
1[Section 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.].
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1.Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 11 - Nomination in default of election
If the members of the Institute fail to elect any member under clause (a) of sub-section (2) of section 9 from any of the regional constituencies that may be notified under that clause, the Central Government may nominate any duly qualified person from such constituency to fill up the vacancy, and any person so nominated shall be deemed to be a duly elected member of the Council.
Section 12 - President and Vice-President
(1) 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:
PROVIDED that the President of the Council of the dissolved company shall continue to hold such office after the commencement of this Act, until such time as a President is elected under the provisions of this sub-section.
(2) The President shall be the1[Head] of the Council.
(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-election2[under sub-section (1)].
3[(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 of 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.
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1. Substituted for the words " Chief Executive Authority" by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
2. Inserted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
3.Sub-section 4 substituted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 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 Council1[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 Register 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 within2[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.
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1.Inserted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
2.Substituted for the words " six months" by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 14 - Duration and dissolution of the Council
(1) The duration of any Council constituted under this Act shall be 1[four years] from the date of its first meeting.
(2) Notwithstanding the expiration of the duration of a Council (thereafter 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.
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1.Substituted for the words " three years" by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 15 - Functions of Council
1 [Section 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 Register;
(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;
(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;
(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.].
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1. Section 15 substituted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 15A - Functions of Institute
1[Section 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;
(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 Register and the restoration to the Register of names 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.
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1.Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 15B - Imparting education by Universities and other bodies
1[Section 15B - Imparting education by Universities and other bodies
(1) Subject to the provisions of this Act, any University established by law or any body affiliated to the Institute, may impart education on the subjects covered by the academic courses of the Institute.
(2) The Universities or bodies referred to in sub-section (1) shall, while awarding degree, diploma or certificate or bestowing any designation, ensure that the award or designation do not resemble or is not identical to one awarded by the Institute.
(3) Nothing contained in this section shall enable a University or a body to adopt a name or nomenclature which is in any way similar to that of the Institute.].
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1.Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 16 - Officers and employees, salary, allowances, etc.
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;
(c) prescribe the salaries, fees, allowances of the officers and employees of the Council and the Institute and their 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.].
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1.Section 16 substituted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
Section 17 - Committees of the Council
(1) The council shall constitute from amongst its members the following Standing Committees, namely:--
(a) An Executive Committee;
1[(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.
2[(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.]
3[***]
3[***]
(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 exceeding4[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.
(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.
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1.Substituted for the words "(b) A Disciplinary Committee; and" by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).
2.Substituted by the Company Secretaries (Amendment) Act, 2006. Prior to substitution, it read as under:
"(3) The Executive Committee shall consist of the President and the Vice-President, ex officio and three other members of the Council elected by the Council."
3.Omitted by the Company Secretaries (Amendment) Act, 2006. Prior to omission, it read as under:
"(4) The Disciplinary Committee shall consist of the President, ex officio, one member to be nominated by the Central Government from amongst the members nominated to the Council by that Government and one member to be elected by the Council.
(5) The Examination Committee shall consist of the President or the Vice- President, ex officio, as the Council may decide, and two other members of the Council elected by the Council."
4.Substituted for the words "two-thirds of the total membership of the Committee" by the Company Secretaries (Amendment) Act, 2006.
Section 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.
(5) The annual accounts of the Council shall be prepared in such manner as may be prescribed and be subject to audit by a Chartered Accountant in practice to be appointed annually by the Council:
Provided that no member of the Council or a person who has been a member of the Council during the last four years or a person who is in partnership with such member shall be eligible for appointment as an auditor under this subsection:
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 on it to the Central Government.]
2[(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
(b) For the purpose of meeting current liabilities pending the receipt of income by way of temporary loan or over-draft.
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1.Substituted by the Company Secretaries (Amendment) Act, 2006. Prior to substitution, it read as under:
"(3) The Council shall keep proper accounts of the funds distinguishing capital from revenue.
(4) The annual accounts of the Council shall be subject to audit by a Chartered Accountant in practice within the meaning ofthe Chartered Accountants Act, 1949 (38 of 1949), to be appointed annually by the Council: Provided that no member of the Council who is a Chartered Accountant or a person who is in partnership with such member shall be eligible for appointment as an auditor under this sub-section.
(5) As soon as may be practicable at the end of each year, but not later than 30th day of September of the year next following, the Council shall cause to be published in the Gazette of India a copy of the audited accounts and the report of the Council for that year and copies of the said accounts and report shall be forwarded to the Central Government and to all the members of the Institute."
2. Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).