THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(Constituted under the Company Secretaries Act, 1980)
NOTIFICATION
New Delhi, the 12th April, 2022
No. 710/1(M)/1.— The following draft of certain regulations, further to amend the Company Secretaries Regulations, 1982, which the Council of the Institute of Company Secretaries of India proposes to make, in exercise of the powers conferred by sub-section (1) of section 39 of the Company Secretaries Act, 1980 (56 of 1980), and with the prior approval of the Central Government, is hereby published, as required by sub section (3) of section 39 of the said Act, for information of all persons likely to be affected thereby and notice is hereby given that the said draft will be taken into consideration after expiry of the period of thirty days from the date on which copies of the Official Gazette containing this notification are made available to the public;
Objection or suggestion in respect of the said draft regulations, may be addressed to the Secretary, the Institute of Company Secretaries of India, ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110003;
The objection or suggestion, which may be received from any person with respect to the said draft regulations before the expiry of the period so specified, shall be considered by the Council.
DRAFT REGULATIONS
1. (1) These regulations may be called the Company Secretaries (Amendment) Regulations, 2022.
(2) They shall come into force on the date of their final publication in the Gazette of India.
2. In the Company Secretaries Regulations, 1982 (hereinafter referred as principal regulations),-
(i) For Regulation 88, the following shall be substituted, namely:
“88. Meetings of the Council. –
The Council shall hold at least four Meetings in each Calendar Year with a maximum interval of one hundred and twenty days between any two consecutive Meetings at such time and place (including electronic mode) as the Council may determine.”
Provided that if the Council does not fix the date or place (including electronic mode) or the circumstances so warrant, the President may fix such meetings.
(ii) In sub-regulation (1) of Regulation 90, after the words, “the registered address”, the words, “or e-mail address as per the records of the Institute” shall be inserted;
(iii) In Regulation 92, the word, “member”, to be substituted in place of the word, “number”,
(iv) For sub-regulation (2) of Regulation 93, the following shall be substituted, namely:-
“(2) If a quorum is not present within half an hour from the time appointed for the meeting the same shall be adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.”
(v) In Regulation 96, after the words, “next meeting”, the words, “The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person.” shall be inserted.
(vi) For Regulation 105A, the following shall be substituted, namely:
“105A. Constitution of Boards.-
(1) The Council may constitute (a) the Secretarial Standards Board and (b) the Auditing Standards Board as it may deem necessary for the purposes of carrying out such functions as may be assigned by the Council.
(2) Boards constituted under sub-regulation (1) shall function under the supervision, control and direction of the Council and may comprise of members of the ICSI either in employment or in practice and representatives of such regulatory authorities as may be determined by the Council.
(3) A member who has any pecuniary interest, direct or indirect in any such matter which is brought up for consideration of the Board shall disclose the nature of his interest in such matter and such disclosure shall be recorded in the proceedings of the Board.
(4) The member referred to sub-regulation (3) shall not take part in any deliberation or decision of the Board on such matter.
Explanation.- For the purposes of this regulation, “pecuniary interest” means a reasonable likelihood or expectation of appreciable financial gain.
`(5) Except provided specifically, the provisions in respect of meetings of the Council and its Committees, notice, adjournment, rescheduling, quorum, consideration of resolution and minutes shall be mutatis mutandis applicable to the meetings of the Boards.”
(vii) For Regulation 105B, the following shall be substituted, namely:
“105B. Academic Board.-
(1) The Council shall constitute an Academic Board consisting of the following members, namely:-
(a) a Chairperson, who shall be a person of eminence or holding or has held the office of Chancellor or Vice-Chancellor in any University or deemed University or any recognized Management Institute;
(b) one professor in accountancy, finance, law or business management in any University or deemed University;
(c) one representative of the Ministry of Corporate Affairs not below the rank of a Joint Secretary to the Government of India;
(d) one person to be nominated by the Chambers of Commerce and Industry;
(e) two eminent members of the Institute, out of which one shall be practising member and another from employment;
(f) one eminent person from the legal profession;
(g) one eminent person from the field of information technology;
(h) one eminent person from the field of human Resources;
(i) Chairman of Training and Educational Facilities Committee -ex-officio;
(j) Chairman of the ICSI Vision Group, if any, -ex-officio;
(k) A nominee of University Grant Commission not below the rank of a Joint Secretary to the Government of India;
(l) A nominee of All India Council for Technical Education not below the rank of a Joint Secretary to the Government of India;
(m) Secretary of the Institute -ex-officio; and
(n) The Head of the Directorate of Academics shall be the member Secretary to the Academic Board.
Provided that, non-filling or vacancy of any one or more of the aforesaid members shall not affect the constitution of the Board.
(2) The President shall be the special invitee in the meetings of the Academic Board.
(3) The members of the Academic Board shall hold office for such term as may be determined by the Council and any vacancy in the Academic Board shall be filled by the Council in the same manner as the member whose vacancy occurred was filled.
(4) The members of the Academic Board shall be entitled to such sitting fee, travelling, conveyance and other allowances as may be determined by the Council:
Provided that Council Member shall not be entitled for any sitting fee.
(5) The Academic Board shall be entrusted with the task of planning and implementation of all academic activities related to students including:-
(a) scanning of the economic and regulatory environment;
(b) designing the syllabus and its contents and periodical review and revision thereof;
(c) designing mode of education;
(d) assessing and finalisation of the training requirements;
(e) designing the mode of examination and evaluation system;
(f) recommending necessary changes to the Council, as and when required; and
(g) any other related academic matter:
Provided that the Board shall regularly monitor the effectiveness of the above and recommend necessary changes to the Council, as and when required.
Provided further that the terms of reference of the Academic Board may include any other area as may be determined by the Council.
(6) The Academic Board shall meet as and when required, however, at least one meeting shall be held on half yearly basis. There shall be gap of at least four months between two meetings.
(7) Not less than one third of members of the Academic Board shall constitute the quorum.
(8) A member who has any pecuniary interest, direct or indirect, in any matter which is brought up for consideration of the Academic Board, shall disclose the nature of his interest in such matter and such disclosure shall be recorded in the proceedings of the Board.
(9) The member referred to in sub-regulation (8), shall not take any part in any deliberation or decision of the Board on such matter.
(10) The Academic Board shall work as per the overall policy framework and vision of the Institute as decided by the Council from time to time.
(11) The Council shall have the power to review any decision taken by the Academic Board in the performance of functions assigned or delegated to it.
(12) The Council shall record the reasons in writing where it does not accept any recommendation of the Academic Board and shall disclose the same in the Annual Report of the Institute.”
(viii) In sub-regulation (2) of Regulation 107, after the words, “such place”, the words, “(including electronic mode)” shall be inserted;
(ix) In sub-regulation (4) of Regulation 107, after the words, “and place”, the words, “(including electronic mode)” shall be inserted;
(x) For sub-regulation (2) of Regulation 119, the following regulation shall be substituted, namely:
“(2) Every Regional Council shall at its first meeting held after its constitution and in subsequent years at a meeting to be held in December of every year elect from amongst its members a Chairman, a Vice-Chairman, a Secretary and a Treasurer thereof to hold office for a period commencing from the date of its first meeting after constitution or from 19th January of the subsequent year as the case may be, till the 18th January of the next year and so often as any of those offices become vacant, the Regional Council shall elect another person from amongst its members to hold the office for the remaining period of a year.
Provided that the retiring office bearers shall be eligible for re-election to any of the offices of the Regional Council if they continue to be members of the Regional Council.”
By Order of the Council,
ASISH MOHAN, Secy.
[ADVT.-III/4/Exty./22/2022-23]
Note: The principal regulations were published in the Gazette of India vide Notification ICSI No.710/2 (1), dated the 16th September, 1982 and subsequently amended vide:
(i) Notification No. ICSI/710/2/M(1) dated the 30th March, 1984;
(ii) Notification No. ICSI/710/2/M(1) dated the 3rd May, 1984;
(iii) Notification No. 710:2:(M)(1) dated the 30th December, 1985;
(iv) Notification No. 710(2)(M)(1) dated the 23rd February, 1987;
(v) Notification No. 710(2)(M)(1) dated the 9th March, 1987;
(vi) Notification No. ICSI/710(2)(M)(2) dated the 22nd August, 1988;
(vii) Notification No. 710(2)(M)(2) dated the 23rd August, 1988;
(viii) Notification No. 710/1(M)/1/18 dated the 20th August, 1993 and 24th November, 1993;
(ix) Notification No.710/1(M)/17 dated the 21st February, 1995;
(x) Notification No.710/1(M)/20 dated the 28th November, 1996;
(xi) Notification No. ICSI/710/2/M/26 dated the 10th August, 2001;
(xii) Notification No.710/1(M)/1 dated the 4th May, 2006;
(xiii) Notification No.710/1/(M)/1dated the 26th June, 2006;
(xiv) Notification No.531:legal:710/1(M)/1 dated the 26th July, 2010;
(xv) Notification No.710/1(M)/2 dated the 4th June, 2012;
(xvi) Notification No.710/1(M)/1 dated the 1st April, 2014;
(xvii) Notification No.710/1(M)/1 dated the 3rd February, 2020.
