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 practises as a Company Secretary,
shall be punishable on first conviction with fine which may extend to 1
[one lakh rupees], and on any
subsequent conviction with imprisonment which may extend to six months, or with fine which may
extend to 2
[five lakh rupees], or with both.
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, 3
[be punishable with imprisonment which may extend to six
months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees
or with both on first conviction], and on any subsequent conviction with imprisonment which may extend
to 4
[one year, or with fine which shall not be less than two lakh rupees but which may extend to ten lakh
rupees], or with both.
5
[* * * * *]
26. Companies not to engage in Company Secretaryship.—(1) No company, whether incorporated
in India or elsewhere, shall practise as Company Secretaries.
6
[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.]
7
[(2) If any company contravenes the provisions of sub-section (1), then every director, manager,
Secretary and any other officer who is knowingly a party to such contravention shall be punished on first
conviction with fine which shall not be less than two lakh rupees but which may extend to ten lakh
rupees, and on any subsequent conviction with fine which shall not be less than four lakh rupees but
which may extend to twenty lakh rupees.]
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.
1. Subs by Act 12 of 2022, s. 96, for “one thousand rupees” (w.e.f. 10-5-2022).
2. Subs by, s. 96, ibid., for “five thousand rupees” (w.e.f. 10-5-2022).
3. Subs by, s. 97, ibid., for “be punishable on first conviction with fine which may extend to one thousand rupees”
(w.e.f. 10-5-2022).
4. Subs by, s. 97, ibid., for “six months, or with fine which may extend to five thousand rupees” (w.e.f. 10-5-2022).
5. Sub-section (3) omitted by Act 8 of 2006, s. 23 (w.e.f. 8-8-2006).
6. Explanation ins. by Act 4 of 2012, s. 3 (w.e.f. 8-1-2012).
7. Subs by Act 12 of 2022, s. 98, for sub-section (2) (w.e.f. 10-5-2022).
19
1
[(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
2
[one lakh rupees] but which may extend to 3
[five 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 4
[two lakh
rupees] but which may extend to 5
[ten lakh rupees] or with both.]
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 anybody 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.—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.