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COMPANY SECRETARIES ACT

Ministry of Law and Justice

Act nº 56 of 1980


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Chapter VIIA
  • Chapter VIII
  • Chapter IX
  • Chapter X
  • Schedules
  • Act nº 56 of 1980

Preamble

COMPANY SECRETARIES ACT, 1980

[Act, No. 56 of 1980]

PREAMBLE

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:--

Chapter I

Section 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 date as the Central Government may, by notification in the Official Gazette, appoint.

Section 2. Definitions and interpretation

(1) In this Act, unless the context otherwise requires,--

(a) "Associate" means an Associate Member of the Institute;

1[(aa) "Authority" means the Appellate Authority referred to in section 22A;

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

(b) "Companies Act" means the Companies Act, 1956 (1 of 1956);

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

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

(e) "Dissolved company" means the Institute of Company Secretaries of India registered under the Companies Act;

(f) "Fellow" means a Fellow Member of 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;];

(h) "Prescribed" means prescribed by regulations made under this Act;

(i) "President" means the President of the Council;

(j) "Register" means the Register of members of the Institute maintained under this Act;

1[(ja) "specified" means specified by rules made by the Central Government under this Act;

(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, reorganization or winding up of companies; or

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

(i) An authorized 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,

(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 the Capital Issues (Control) Act, 1947 (29 of 1947), 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 recognized stock exchange, the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973), 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.

1.Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).


Chapter II

Section 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.

Section 4. Entry of names in the Register

(1) Any of the following persons shall be entitled to have his name entered in the Register, 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 Secretary ship 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;

(e) Any person who has passed such other examination and completed such other training without India as is recognized 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 Register without the payment of any entrance fee.

1[(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 Register 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, which shall not exceed rupees three thousand:

Provided that the Council may with the prior approval of the Central Government, determine the fee exceeding rupees three thousand, which shall not in any case exceed rupees six thousand.].

(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 Register 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 Register 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.

1.Substituted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).


Section 5. Associates and Follows

(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 Register, 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.

1[ (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, which shall not exceed rupees five thousand, and on application made and granted in the prescribed manner, be entered in the Register as a Fellow:

Provided that the Council may with the prior approval of the Central Government, determine the fee exceeding rupees five thousand, which shall not in any case exceed rupees ten thousand.

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 Register under clause (a) of sub-section (1) of section 4, shall be entered in the Register as a Fellow.

(5) Any person whose name is entered in the Register 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.

1.Substituted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).


Section 6. Certificate of practice

(1) No member of the Institute shall be entitled to practice, whether in India or elsewhere, unless he has obtained from the Council a certificate of practice.

1[(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, which shall not exceed rupees three thousand, and such fee shall be payable on or before the 1st day of April in each year:

Provided that the Council may with the prior approval of the Central Government, determine the fee exceeding rupees three thousand, which shall not in any case exceed rupees six thousand.];.

2[(3) The certificate of practice obtained under sub-section (1) may be cancelled by the Council under such circumstances as may be prescribed.].

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 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 therefore:

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 recognized 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.

Section 8. Disabilities

Notwithstanding anything contained insection 4, a person shall not be entitled to have his name entered in, or borne on, the Register 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 Register; or

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

(c) is an undercharged insolvent; or

(d) being a discharged insolvent, has not obtained from the court a certificate staling that his insolvency was caused by misfortune without any misconduct on his part; or

(e) has been convicted by a competent court, whether within or without India, of an offence involving moral turpitude and punishable with imprisonment or of an offence, not of a technical nature, 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 Register until the expiry of such period.

Chapter III

Section 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.

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.].

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.].

1.Substituted by the Company Secretaries (Amendment) Act, 2006 (8 of 2006).


Section 10A. Settlement of disputes regarding election

1 [

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].

1. Inserted by The Company Secretaries (Amendment) Act, 2006 (8 of 2006).