Chapter V of the Company Secretaries Act, 1980 (the Act). 21, 21A, 21B, 21C and 22 and First and Second Schedule to the Act and Rules Disciplinary Directorate, Board of Discipline, Disciplinary Committee, Appeal to Authority and GUIDELINES FOR ADVERTISEMENT BY COMPANY SECRETARY IN PRACTICE

1. Lesson 21: Legal Framework Governing Company Secretaries
The need to have a profession of Company Secretaries was first felt in early 50's
The Government set up an Advisory Board subsequently, the Department of Company Affairs
conducted Government Diploma in Company Secretaryship (GDCS) which marked beginning of the
profession of Company Secretaries.
Later there was increase in the number of candidates for GDCS the ICSI was set up and registered
as a company on 4th October, 1968 ( as a not for profit )with its registered office at New
In 1980 the Government converted the Institute into a statutory body.
section 2(1)(c) of Company Secretaries Act, 1980 “Company Secretary” means a person who is a
member of the Institute of Company Secretaries of India.
section 2(24) defines role of CS as who is appointed by a company to perform the functions of the
Company Secretary under the Companies Act, 2013.
Certificate of practice
A member continue the practice of Company Secretary, whether in India or elsewhere, only after
obtaining a Certificate of Practice.
Deemed “to be in practice”
A member
(a) engages himself in the practice of the profession
(b) offers to perform or performs services of promotion, forming, incorporation, amalgamation,
reconstruction, reorganisation or winding up of companies;
(c) offers to perform or performs services as may be performed by
(i) a authorised representative of a company by or on behalf of the company
(ii) a share transfer agent,
(iii) an issue house,
(iv) a share and stock broker,
(v) a secretarial auditor or consultant,
(vi) an adviser to a company
(vii) issuing certificates on behalf of, or for the purposes of, a company
(d) holds himself out to the public as a Company Secretary in practice; or
(e) renders professional services or assistance
(f) renders such other services as, in the opinion of the Council
Register of Members
The Council shall maintain Register of the members and the Register shall include
(a) his full name, date of birth, domicile, residential and professional addresses;
(b) the date on which his name is entered in the Register;
Legal framework
S.No. Acts/Regulations/Rules
1 The Company Secretaries Act, 1980
2 The Company Secretaries Regulations, 1982

2. (c) his qualifications;
(d) whether he holds a certificate of practice; and
(e) any other particulars which may be prescribed.
And the same shall be published in the list of members of the Institute as on the 1st day of April of
each year after paying annual membership fee as may be decided by Council.
Removal from the Register of Members
Any member of the Institute
(a) who is dead; or
(b) a request has been received by Council
(c) who has not paid fee
(d) who is found to have disabilities as per section 8
Disciplinary Mechanism
(Chapter V of the Company Secretaries Act, 1980 (the Act). 21, 21A, 21B, 21C and 22 and
First and Second Schedule to the Act and Rules
Disciplinary Directorate (Section 21)
Section 21 states that a Disciplinary Directorate headed by an officer of the Institute designated as
Director (Discipline) and such other employees for making investigations of any information or
complaint received along with the prescribed fee shall arrive at a prima facie opinion of
misconduct. The Disciplinary Directorate shall follow such procedure.
Where the Director is of the opinion that a member is guilty as mentioned in the
First Schedule, the matter shall be placed before the Board of Discipline or
Second Schedule or in both the Schedules, the matter shall be placed the Disciplinary
Committee.
Board of Discipline (section 21A)
Section 21A states The Board of Discipline shall follow summary disposal procedure in dealing
with all the cases before it.
Where the Board of Discipline is of the opinion that a member is guilty in
First Schedule it shall give member opportunity of being heard before making any order and
thereafter take any one or more action as below:
(a) reprimand the member;
(b) remove the name of the member from the Register up to a period of three months;
(c) Impose such fine as it may think fit which may extend to rupees one lakh.
The Director (Discipline) shall submit all information and complaints if the Board of Discipline
agrees may close the matter or in case of disagreement, further advise Director Discipline to
investigate.
Disciplinary Committee (Section 21B)
Section 21B states Disciplinary Committee shall be constituted by the Council consist of the
President or the Vice-President of the Council as presiding officer, two members from members of
the Council and two members having experience (in the field of law, economics, business, finance
or accountancy) nominated by the Central Government
The Council may constitute more Disciplinary Committees

3. Disciplinary Committee is of the opinion that a member is guilty of misconduct in the Second
Schedule or both the First Schedule and the Second Schedule
(a) Reprimand the member;
(b) Remove the name of the member from the Register permanently or for such period, as it
thinks fit;
(c) Impose such fine as it may think fit, which may extend to rupees five lakhs.
(All under Disciplinary Mechanism to have) powers of civil court (Section 21C )
Section 21C states the Authority, the Disciplinary Committee, Board of Discipline and the Director
(Discipline) shall have powers as of civil court under the Code of Civil Procedure, 1908 namely
(a) summoning and enforcing the attendance of any person and examining him on oath;
(b) The discovery and production of any document; and
(c) receiving evidence on affidavit.
Appeal to Authority(section 22A)
Under section 22A, any member on whom order is imposed and feels ill treated may appeal to the
Appellate Authority within 90 days of the communication of order.
The Director (Discipline) may also appeal against the decision of any other Board to the Appellate
Authority within ninety days
The Authority may entertain such appeal after the expiry of the said period of ninety days, if it is
satisfied that there was sufficient cause for not filing the appeal in time.
The Authority may
(a) confirm, modify or set aside the order;
(b) impose any penalty or set aside, reduce, or enhance the penalty imposed by the order;
(c) remit the case to the Board of Discipline or Disciplinary Committee for such further enquiry as
the Authority considers proper investigation in the circumstances of the case; or
(d) pass such other order as the Authority thinks fit:
Provided that the Authority shall give an opportunity of being heard.
A) First Schedule
Professional misconduct in relation to Company Secretaries in Practice. (Part I)(11 Clauses)
Professional misconduct in relation to Company Secretaries in service. (Part II)(2 Clauses)
Professional misconduct in relation to members of the Institute generally. (Part III)(3 Clauses)
Other misconduct in relation to members of the Institute generally (Part IV)(2 Clauses)
B) Second Schedule
Professional misconduct in relation to Company Secretaries in practice requiring action by
disciplinary committee (Part I)(10 Clauses)
Professional misconduct in relation to members of the Institute generally, requiring action by
disciplinary committee (Part II)(4 Clauses)
Other misconduct in relation to members of the Institute generally (Part III)(1 Clause)

4. A member of the Institute, whether in practice or not, shall be deemed to be guilty of other
misconduct, if he
A) Professional misconduct in relation to Company Secretaries in Practice (Part I
of the First Schedule containing 11 clauses)
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 organizations from time to time and securing professional work as a
consequence;
(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 recognized by the
Central Government or a title indicating membership of the Institute of Company Secretaries of

5. India or of any other institution that has been recognized by the Central Government or may be
recognized 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 result 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;
(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.
B) Professional misconduct in relation to members of the Institute in service
(Part II of the First Schedule containing two clauses)
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 Se
cretary 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.
C) Professional misconduct in relation to members of the Institute generally
(Part III of the First Schedule containing three clauses)
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.
D) Other misconduct in relation to members of the Institute generally (Part IV of
the First Schedule containing two clauses)
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.

6. E) Professional misconduct in relation to Company Secretaries in Practice (Part I
of the Second Schedule containing ten clauses)
A Company Secretary in practice shall be deemed to be guilty of professional misconduct, if he—
(1) discloses information acquired in the course of his professional engagement to any person
other than his client so engaging him, without the consent of his client, or otherwise than as
required by any law for the time being in force;
(2) certifies or submits in his name, or in the name of his firm, a report of an examination of
the matters relating to company secretarial practice and related statements unless the
examination of such statements has been made by him or by a partner or an employee in his firm
or by another Company Secretary in practice;
(3) permits his name or the name of his firm to be used in connection with any report or
statement contingent upon future transactions in a manner which may lead to the belief that he
vouches for the accuracy of the forecast;
(4) expresses his opinion on any report or statement given to any business or enterprise in
which he, his firm, or a partner in his firm has a substantial interest;
(5) fails to disclose a material fact known to him in his report or statement but the disclosure of
which is necessary in making such report or statement, where he is concerned with such report or
statement in a professional capacity;
(6) fails to report a material mis-statement known to him and with which he is concerned in a
professional capacity;
(7) does not exercise due diligence, or is grossly negligent in the conduct of his professional
duties;
(8) fails to obtain sufficient information which is necessary for expression of an opinion or its
exceptions are sufficiently material to negate the expression of an opinion;
(9) fails to invite attention to any material departure from the generally accepted procedure
relating to the secretarial practice;
(10) fails to keep moneys of his client other than fees or remuneration or money meant to be
expended in a separate banking account or to use such moneys for purposes for which they are
intended within a reasonable time.
F) Professional misconduct in relation to members of the Institute generally
(Part II of the Second Schedule containing four clauses)
A member of the Institute, whether in practice or not, shall be deemed to be guilty of professional
misconduct, if he—
(1) contravenes any of the provisions of this Act or the regulations made thereunder or any
guidelines issued by the Council;
(2) being an employee of any company, firm or person, discloses confidential information
acquired in the course of his employment, except as and when required by any law for the time
being in force or except as permitted by the employer;
(3) includes in any information, statement, return or form to be submitted to the Institute,
Council or any of its Committees, Director (Discipline), Board of Discipline, Disciplinary
Committee, Quality Review Board or the Appellate Authority any particulars knowing them to be
false;
(4) defalcates or embezzles moneys received in his professional capacity.
G) Other misconduct in relation to members of the Institute generally (Part III of
the Second Schedule containing one clause)
A member of the Institute, whether in practice or not, shall be deemed to be guilty of professional
misconduct,
-if he is held guilty by any civil or criminal court for an offence which is punishable with
imprisonment for a term exceeding six months.
Complaints and Enquiries Relating To Professional or Other Misconduct of Members
(1) A complaint under Section 21 shall be made to the Council in appropriate form.
(2) Every complaint shall contain member complained against guilty of any professional or other
misconduct; the oral and/or documentary evidence relied upon in support of the allegations.

7. (3) Every complaint other than a complaint made by or on behalf of the Central or any State
Government, after deposit of rupees fifty which shall be forfeited if the Council consider no case
to be made and moreover a complaint was raised as a mala fide intent.
(4) The Secretary shall return a complaint which is not in the proper form or which doesn’t contain
particulars or deposit of fee to the complainant for resubmission after compliant with all
requirements.
(5) within sixty days of the receipt of a complaint
• if it is against a individual member send copy of the complaint to that individual member at
his address as entered in the Register
• if it is against a firm send copy of the complaint to that firm as entered in the Register of
offices and firms (A notice shall be deemed to be a notice to all the members who are
partner or employees of that firm. )
(6) And within fourteen days of issue a written statement in his defence forward it to the secretary
(7) On a perusal of the complaint and written statement, Secretary may call for additional
documents or particulars from the complainant or the respondent.
(8) On perusal the Council is prima facie of opinion of guilty or misconduct shall cause an enquiry
to be made in the matter by the Disciplinary Committee
And where the Council is prima facie of opinion that there is no case against the respondent, the
case shall be dismissed and the complainant, if any, and the respondent shall be informed
accordingly.
(9)
(i) Every notice issued shall be registered post with acknowledgement due.
(ii) If the notice is returned and the addressee had refused to accept the notice, it shall be deemed
to have been served.
(iii) If the notice is returned and the addressee cannot be found at the address given, the
Secretary shall ask the complainant to supply to him the correct address to the member or firm
concerned and send a fresh notice to the member or firm at the address so supplied.
Procedure in enquiry before the Disciplinary committee
(1) All facts to be placed before Disciplinary Committee
(2) The Disciplinary Committee may examine witnesses on oath and receive evidences on affidavits
and any other oral or documentary evidence, exercising its powers
(3) The Disciplinary Committee shall give the complainant and respondent a notice of the meeting
(4) Such complainant and respondent may be allowed to defend themselves before the Disciplinary
Committee either in person or through a legal practitioner or any other member of the Institute.
(5) any of the parties to such enquiry makes a demand within fifteen days of receipt of a notice of
a meeting that any member of the Disciplinary Committee did not possess sufficient knowledge of
the facts relating to such inquiry
(6) The Disciplinary Committee shall after investigation report the result of its enquiry to the
Council for its consideration
Procedure in a hearing before the Council
(1) The Council shall consider the report of the Disciplinary Committee a further enquiry is
necessary, may cause such further enquiry to be made and a further report submitted by the
Disciplinary Committee.
(2) After considering such report or further report the Council finds that the respondent is not
guilty of any misconduct it shall record its findings and shall dismiss the case.
(3) The Council finds that the respondent has been guilty it shall record its findings and shall
proceed in the manner as laid down.

8. (4) The Council shall afford to the member an opportunity of being heard before orders are passed
against him in the case.
(5) The orders passed by the Council shall be communicated to the complainant and the
respondent.
MODEL ADVERTISEMENT/GUIDELINES FOR ADVERTISEMENT BY COMPANY
SECRETARY IN PRACTICE THE INSTITUTE OF COMPANY SECRETARIES OF
INDIA
(i) Name of Company Secretary
(ii) Membership number
(iii) Certificate of Practice number and date of issue
(iv) Website (if any)
(v) Name of the sole proprietary concern under which the member is
practicing/Name of the partnership in which the member is a partner
(vi) Age
(vii) Gender
(viii) Languages spoken
(ix) Number, name of employees and their qualifications and other
particulars
(x) Business address telephone numbers (including email, fax and other details)
(xi) Office hours and after office hours availability
(xii) Additional recognized qualifications
(xiii) Current teaching or research appointments at a university or college of advanced education or
professional Institute
(xiv) Honours or awards conferred
(xv) Frequently Asked Questions (FAQs)
(xvi) Declaration indicating:
• willingness to accept work, either generally or in particular areas of practice;
• unwillingness to accept work in particular areas;
• willingness or unwillingness to accept work directly from clients, either generally or in particular
areas of practice.
(xvii) Fees :
• Mode of Acceptance of Fees
• Methods for determining fees
• Willingness to give written estimates of fees
(xviii) Speed of Service :
• willingness to give written estimates concerning completion of particular work;
• maximum time within which specific services will be completed.
(xix) Particulars of Services:
(xx) Declaration : I ...................... declare that the contents of the advertisement are true to the best
of my knowledge and belief and are in conformity with these Guidelines.
(xxi) Disclaimer : The contents or claims in the Advertisement issued by the advertiser are the sole
and exclusive responsibility of the Advertiser. The Institute of Company Secretaries of India does
not own any responsibility whatsoever for such contents or claims by the Advertiser.
(xxii) Date and Place of Issue of Advertisement : .......................
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