TaxTMI 
TaxTMI 
2022 (11) TMI 334
X X X X Extracts X X X X
X X X X Extracts X X X X
.... and setting aside the election of the office bearers of the Regional Council for the year 2022 held in the 316th Meeting of Eastern India Regional Council of the Institute of Company Secretaries of India, the Institute of Company Secretaries of India has preferred the present appeal. 2. Notice dated 20.12.2021 was issued for elections to be held on 27.12.2021 for the Eastern India Regional Council (hereinafter referred to as 'EIRC') of Institute of Company Secretaries of India (hereinafter referred to as 'ICSI') to take effect from 19.01.2022 for the period of one year. The meeting of the Regional Council was required to be chaired by the Chairman, EIRC. However, before the actual date of election on 27.12.2021, the Chairman, EIRC was disqualified to hold his office on 22.12.2021. Thus, the office of the Chairman fell vacant in terms of Regulation 117(2) of the Company Secretaries Regulations, 1982 (hereinafter referred to as "Regulations 1982'). As the post of Chairman fell vacant, the same was required to be filled in for the remaining period in terms of Regulation 119(2). The contesting respondent herein as a Vice Chairman was allowed to chair the meeting for the limited pur....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e through the impugned judgment and order passed by the learned Single Judge as well as the Division Bench of the High Court. 4. From the judgment and order passed by the learned Single Judge confirmed by the Division Bench of the High Court it appears that the learned Single Judge quashed and set aside the election of the office bearers of the EIRC on the ground that the meeting was not presided over by the ViceChairman (Respondent no.1 herein). Therefore, the short question which is posed for consideration is as to whether the meeting i.e. 21.07.2021 was presided over by the person duly elected as Chairman for the remaining period? 4.1 While considering the aforesaid issue relevant provisions of the Regulations 1982 are required to be referred to namely Regulations 92, 117 & 119 which are as under: "92. Chairman of the Council.At all meetings of the Council, the President, and in his absence the VicePresident shall be the Chairman; in the absence of both, the members present shall elect one of the their number to be the Chairman of meeting. Provided that, at the first meeting of any Council the President of the outgoing Council, or in his absence its ViceP....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Regulation 111, he shall cease to be an elected member of the Regional Council and the vacancy thus caused may be filled up by cooptions by the Regional Council in the manner set out in subregulation (3). (6) A coopted member shall hold office as a member of the Regional Council for the duration of office of that Regional Council." *** "119. Proceedings of the Regional Council. (1) Onethird of the members of the Regional Council for the time being shall constitute the quorum. (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 ViceChairman, Secretary and a Treasurer thereof to hold office for a period commencing from the date of its first meeting after constitution or from 1st January of the subsequent year as the case may be, till the 31st December of that 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 el....
X X X X Extracts X X X X
X X X X Extracts X X X X
....maining period who presided over the meeting dated 27.12.2021. 4.4 However, it was the case on behalf of Respondent no.1 which came to be accepted by the learned Single Judge and the Division Bench of the High Court that being a Vice Chairman, a meeting was required to be chaired/presided over by him in absence of the Chairman. Heavy reliance was placed on Regulation 92(2). On fair reading of Regulation 92(2) read with Regulation 117(2), we are of the opinion that Regulation 92(2) shall not be applicable at all. Regulation 92(2) shall be applicable only in a case of absence and not in a case where the post of Chairman and/or office bearer has fallen vacant. There is a distinction between the absence and the post fallen vacant. Regulation 92(2) shall be applicable in a case where the Chairman and/or the office bearer though is not disqualified but is absent for some reason. Regulation 117(2) shall be applicable in a case where the elected member of the Regional Council has been disqualified on he being found guilty of any professional or other misconduct and awarded penalty of fine. Therefore, in case of a vacation of office as per Regulation 117(2), such post fallen vacant is re....