COMPANY SECRETARIES ACT, 1980
13.
OF MEMBERS
CHAPTER VI
REGIONAL COUNCILS
23. Constitution and functions of Regional Councils 47
CHAPTER VII
PENALTIES
24. Penalty for falsely claiming to be a member, etc. 48
25. Penalty for using name of the Council, or awarding degree of the Company Secretary 49
26. Companies not to engage in Company Secretaryship 50
27. Unqualified persons not to sign documents 51
28. Offences by companies 51
29. Sanction to prosecute 52
CHAPTER VIIA
29A. Establishment of Quality Review Board
29B. Functions of Board
29C. Procedure of Board
29D. Terms and conditions of service of Chairperson and members of Board and its expenditure 53
CHAPTER VIII APPEALS
30. [Omitted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 17-11-2006] 53
CHAPTER IX
DISSOLUTION OF THE INSTITUTE OF COMPANY SECRETARIES OF INDIA REGISTERED UNDER THE COMPANIES ACT
31. Dissolution of the Institute of Company Secretaries of India registered under the Companies Act 54
32. Transfer of assets and liabilities of the dissolved company to the Institute 54
33. Provisions respecting employees of the dissolved company 55
34.
35.
36.
37.
38.
38A.
39.
40.
Company Secretaries Act, 1980
[56 OF 1980]*
An Act to make provision for the regulation and development of the profession of Company Secretaries.
BE it enacted by Parliament in the Thirty-first year of the Republic of India as follows:—
CHAPTER I PRELIMINARY
Short title, extent and commencement.
1. (1) This Act may be called the Company Secretaries Act, 1980.
(2)It extends to the whole of India.
(3)It shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint.
Definitions and interpretation.
2. (1) In this Act, unless the context otherwise requires,—
(a)“Associate” means an Associate Member of the Institute;
2[(aa) “Authority” means the Appellate Authority referred to in section 22A;
(aaa) “Board” means the Quality Review Board constituted under section 29A;]
3[(ab) “Board of Discipline” means the Board of Discipline constituted under sub-section (1) of section 21A;]
*Dated 10-12-1980.
1.With effect from 1-1-1981.
2.Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 8-8-2006.
3.Inserted by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f. 10-5-2022.
(b) “Companies Act” means 4[the Companies Act, 2013 (18 of 2013) or any other previous company law as defined in clause (67) of section 2 of the said Act];
(c) “Company Secretary” means a person who is a member of the Institute;
(d) “Council” means the Council of the Institute constituted under section 9;
5[(da) “Director (Discipline)” means the Director (Discipline) referred to in section 21 and includes Joint Director (Discipline);
(db) “Disciplinary Committee” means the Disciplinary Committee constituted under sub-section (1) of section 21B;
(dc) “Disciplinary Directorate” means the Disciplinary Directorate established under sub-section (1) of section 21;]
(
e) “dissolved company” means the Institute of Company Secretaries of India registered under the Companies Act;
(f) “Fellow” means a Fellow Member of the Institute;
6[(fa) “firm” shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932), and includes,—
(i) the limited liability partnership as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009); or
(ii) the sole proprietorship, registered with the Institute;]
(g) “Institute” means the Institute of Company Secretaries of India constituted under this Act;
7[(ga) “notification” means a notification published in the Official Gazette and the term “notify” shall be construed accordingly;]
8[(gb) “partner” shall have the meaning assigned to it in section 4 of the Indian Partnership Act, 1932 (9 of 1932) or in clause (q) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), as the case may be;
(gc) “partnership” means—
(A) a partnership as defined in section 4 of the Indian Partnership Act, 1932 (9 of 1932); or
4. Substituted for “Companies Act, 1956 (1 of 1956)” by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f. 10-5-2022.
5. Inserted, ibid.
6. Inserted by the Company Secretaries (Amendment) Act, 2011, w.e.f. 1-2-2012.
7. Substituted by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f. 10-5-2022. Prior to its substitution, clause (ga), as inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 8-8-2006, read as under: ‘(ga) “notification” means a notification published in the Official Gazette;’
8. Clauses (gb) and (gc) inserted by the Company Secretaries (Amendment) Act, 2011, w.e.f. 1-2-2012. S. 2 COMPANY SECRETARIES ACT, 1980 2
3
COMPANY SECRETARIES ACT, 1980 S. 2
(B) a limited liability partnership which has no company as its partner;]
(h) “prescribed” means prescribed by regulations made under this Act;
(i) “President” means the President of the Council;
9[(j) “Register” means the Register of members of the Institute maintained under section 19 or the Register of firms of the Institute maintained under section 20B, as the case may be;]
10[(ja) “specified” means specified by rules made by the Central Government under this Act;
11[(jaa) “Standing Committee” means the Standing Committee constituted under sub-section (1) of section 17;]
(jb) “Tribunal” means a Tribunal established under sub-section (1) of section 10B;]
12[(jj) “sole proprietorship” means an individual who engages himself in the practice of the profession of the company secretaries or offers to perform services referred to in clauses (b) to (f) of sub-section (2);]
(k) “Vice-President” means the Vice-President of the Council;
(l) “year” means the period commencing on the 1st day of April of any year and ending on the 31st day of March of the succeeding year;
(m) words and expressions used herein and not defined but defined in the Companies Act shall have the meanings respectively assigned to them in that Act.
(2) Save as otherwise provided in this Act, a member of the Institute shall be deemed “to be in practice” when, individually or in partnership with one or more members of the Institute in practice or in partnership with members of such other recognised professions as may be prescribed, he, in consideration of remuneration received or to be received,—
(a) engages himself in the practice of the profession of Company Secretaries to, or in relation to, any company; or
(b) offers to perform or performs services in relation to the promotion, forming incorporation, amalgamation, reconstruction, reorganisation or winding-up of companies; or
(c) offers to perform or performs such services as may be performed by— (i) an authorised representative of a company with respect to filing, registering, presenting, attesting or verifying any documents (including forms, applications and returns) by or on behalf of the company,
9. Substituted by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f. 10-5-2022. Prior to its substitution, clause (j) read as under:
‘(j) “Register” means the Register of members of the Institute maintained under this Act;’
10. Inserted by the Company Secretaries (Amendment) Act, 2006, w.e.f. 8-8-2006.
11. Inserted by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f. 10-5-2022.
12. Inserted by the Company Secretaries (Amendment) Act, 2011, w.e.f. 1-2-2012.
(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 on management, including any legal or procedural matter falling under 13[***] the Industries (Development and Regulation) Act, 1951 (65 of 1951), the *Companies Act, 1956 (1 of 1956), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), any of the rules or bye-laws made by a recognised stock exchange, 14[the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Foreign Exchange Management Act, 1999 (42 of 1999), the Competition Act, 2002 (12 of 2003)], or under any other law for the time being in force,
(vii) issuing certificates on behalf of, or for the purposes of, a company; or
(d) holds himself out to the public as a Company Secretary in practice; or
(e) renders professional services or assistance with respect to matters of principle or detail relating to the practice of the profession of Company Secretaries; or
(
f) renders such other services as, in the opinion of the Council, are or may be rendered by a Company Secretary in practice, and the words “to be in practice” with their grammatical variations and cognate expressions, shall be construed accordingly.
COMMENTS
SECTION NOTES
2.1 Definitions of certain words, terms and expressions:
Section 2(1) gives definitions of the following words, terms and expressions which shall apply in this Act unless the context requires otherwise:
Associate: An Associate Member of the Institute. [See also Section 5]
Authority: The Appellate Authority referred to in Section 22A.
Board: The Quality Review Board constituted under section 29A.
Board of Discipline: The Board of Discipline constituted under section 21A(1).
Companies Act: Refers to the Companies Act, 2013, or any previous company law as defined in Section 2(67) of the Act.
Company Secretary: A member of the Institute of Company Secretaries of India.
13. Words “the Capital Issues (Control) Act, 1947 (29 of 1947)” omitted by the Chartered Accountants, the Cost and Works Accountants and the Company Secretaries (Amendment) Act, 2022, w.e.f.10-5-2022.
14. Substituted for “the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), the Foreign Exchange Regulation Act, 1973 (46 of 1973)”, ibid
* Now Companies Act, 2013 (18 of 2013).
