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).
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(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.
PART II
Professional misconduct in relation to members of the Institute in service
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.
PART III
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) 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.
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PART IV
Other 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 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.