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2018 (8) TMI 1480 - THE APPELLATE AUTHORITY-ICSIGuilty of professional or other misconduct for not exercising due diligence - Member of ICSI - basic controversy regarding filing of Form-32 - Disciplinary proceedings against company secretary (CS) - Held that:- None of the parties filed the original minute books or the resolution passed which are the subject matter relevant to the filing of two forms i.e. Form-32 filed for the appointment of Shri Bishender Singh as an Additional / Promoter Director and secondly, the form regarding cession of Pramod Khosla and his wife as the Directors of the Company under Section 283(1) (g) of the Companies Act, 1956. In this case, it has been clearly held that the Appellant was negligent in filing Form-32 on both the occasions and failed to exercise diligence required on his part. Also gone through the Written Arguments, filed on behalf of both the parties. We are of the considered view that it is not a case where the professional i.e. the Appellant was expected to act as an investigator. What was required for him was to only see the contents of the resolution passed and relied upon in support of Form-32 himself and in case, it was shown to him in minute books, than he should have been very categorical as to who was in possession of minute books shown to him containing the resolutions in question. However, in this regard, no assistance has been provided to us. The Disciplinary Committee after the remand of the matter has gone through the entire controversy in detail, given cogent reasons in holding that the Appellant was Guilty of Professional Misconduct under item (7) of Part-I of the Second Schedule of the Act in as much as he did not exercise due diligence while certifying the two Forms-32 on both the occasions and as such he was grossly negligent in the conduct of his professional duties. We accordingly dismiss the appeal while maintaining the order of sentence as awarded by the Disciplinary Committee in this case, which according to us is not excessive in any manner. We, however, make it clear that since there is a dispute of management by the two sides of Khosla family and parties are already before various forums, observations made by us against the Appellant who is a professional will not be used against him in other litigations.
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