THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
New Delhi, the 3rd April, 2023
No.710/1(M)/2.–WHEREAS the draft regulations further to amend the Company Secretaries Regulations, 1982 were published as required by sub-section (3) of section 39 of the Company Secretaries Act, 1980 (56 of 1980) in the Gazette of India, Extraordinary, Part-III, Section-4, dated the 12th April, 2022, vide notification of the Institute of Company Secretaries of India number 710/1(M)/1, dated the 12th April, 2022, inviting objections and suggestions from persons likely to be affected thereby, before the expiry of the period of thirty days from the date on which copies of the Official Gazette containing the said notification were made available to the general public;
AND WHEREAS, copies of the said Gazette were made available to the general public on the 12April, 2022;
AND WHEREAS, objections and suggestions as received from the public have been duly considered by the Council;-
NOW, THEREFORE, in exercise of the powers conferred by sub-sections (1) and (3) of the section 39 of the Company Secretaries Act, 1980 (56 of 1980), the Council, with the approval of the Central Government, hereby makes the following regulations further to amend the Company Secretaries Regulations, 1982, namely:-
1. Short Title and Commencement: –
(1) These regulations may be called the Company Secretaries (Amendment) Regulations, 2023.
(2) They shall come into force on the date of their publication in the Gazette of India.
2. In the Company Secretaries Regulations, 1982(hereinafter referred to as the saidregulations), for regulation 88, the following regulation 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”.
3. In regulation 90 of the said regulations, in sub-regulation (1), of after the words “the registered address”, the words “or e-mail address as per the records of the Institute” shall be inserted.
4. In regulation 92 of the said regulations, for the word “number”, the word “member” shall be substituted;
5. In regulation 93 of the said regulations, for sub-regulation (2),the following sub-regulation 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 and if there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled”.
6. Regulation 96of the said regulations shall be numbered as sub-regulation (1) thereof and after sub-regulation (1) as so numbered, the following sub-regulation shall be inserted, namely:-
“(2) The Chairman shall ensure that the proceedings of the Meetings are correctly recorded and he shall have absolute discretion to exclude from the Minutes any such matters which in his opinion is or could reasonably be regarded as defamatory to any person”.
7. For regulations105A and 105B of the said regulations, the following regulations shall be substituted, namely:
“105A. Constitution of Boards.- (1)The Council may constitute a Secretarial Standards Board and an Auditing Standards Board as it may deem necessary for the purposes of carrying out such functions as may be assigned by the Council.
(2) The Boards constituted under sub-regulation (1) shall function under the supervision, control and direction of the Council and may comprise of members of the Institute of Company Secretaries of India either in employment or in practice and representatives of such regulatory authorities, as may be determined by the Council.
(3) If the member referred to in sub-regulation (2) has any pecuniary interest, direct or indirect in any such matter which is brought up for consideration of the Board, he 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) who disclaims his interest shall not take part in any deliberation or decisions of the Board on matters brought up for consideration of the Board.
Explanation.-For the purposes of this regulation, “pecuniary interest” means a reasonable likelihood or expectation of appreciable financial gain.
(5) Except as provided specifically in this regulation, the provisions in respect of meetings of the Council and its Committees, notice, adjournment, rescheduling, quorum, consideration of resolution and minutes shall be applicable to the meetings of the Boards mutatis mutandis.
“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 Vice-Chancellor in any University or deemed University or any recognized Management Institute;
(b) one professor in accountancy, finance, law or business management from 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 Institute of Company Secretaries of India 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 member 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 member 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 and there shall not be a gap of more than four months between two meetings.
(7) Not less than one third members of the Academic Board shall constitute the quorum.
(8) If the member has any pecuniary interest, direct or indirect, in any matter which is brought up for consideration of the Academic Board, he shall disclose the nature of his interest of 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 the matter referred to in the said sub-regulation.
(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 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.”
8. In regulation 107 of the said regulations,-
(a) in sub-regulation (2), after the words “such place”, the brackets and words “(including electronic mode)” shall be inserted;
(b) in sub-regulation (4), after the words, “and place”, the brackets and words “(including electronic mode)” shall be inserted;
9 In regulation 119 of the said regulations, in sub-regulation (2), –
(a) for the figures, letter and words “1st January of the subsequent year till the 31st December of that year,” the figures, letters and words “the 19th January of the subsequent year till the 18th January of the next year,” shall be substituted;
(b) in the proviso, after the words “office bearers”, the words “excluding the office bearer who at any point of time held the position of Chairman” shall be inserted.
ASISH MOHAN, Secy.
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: