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.
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[(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.]
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[(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.]
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[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).
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[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.
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[(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).
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[(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.
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[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).
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[(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;
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[(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).
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(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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[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;
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[(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;
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[(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).
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(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.]
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[(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).
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(b) for the purpose of meeting current liabilities pending the receipt of income by way of
temporary loan or over-draft.