TMI Blog2022 (2) TMI 87X X X X Extracts X X X X X X X X Extracts X X X X ..... g, confer a discretion on the Chairman to give a notice of even less than seven days. This is so, because, SSI cannot take away / dilute, the discretion vested with the Chairman by the Regulation of 1982 to give, a notice of less than seven days. The word ordinarily denotes, that the underlying provision does not promote a cast-iron rule. On the issue of agenda, the Regulations only contemplate, as far as practicable, a statement of the business to be transacted be provided, unlike the SS-I, which stipulates, agenda and agenda notes be mandatorily sent seven days prior to the meeting. In this instance as well, a discretion has been conferred on the Chairman by the provisions of the Regulations of 1982 to, as far as practicable, send a statement of the business to be transacted to the members. Even if it is not sent, the same is not fatal. The above is not to be construed to mean that the SS-I should not be followed at all. If in a given case it is followed, the same shall be proper / justified. In other words, if a notice of less than seven days is given along with a statement of the business to be transacted, the same shall not be held to be illegal merely because the notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsus could be arrived at and he had subsequently postponed the meeting in terms of Regulation 91 of the Regulation of 1982 is unmerited as the same is not borne out from the record and also the facts, and as it is clear from the report of the Regional Director / Returning Officer that, nine members stayed back to continue the meeting. This report of the Regional Director / Returning Officer of December 26, 2021 is not under challenge. Powers of the President / Secretary of ICSI - HELD THAT:- The plea of Mr. Kathpalia that the respondent Nos.4 to 7 have not challenged the email dated December 26, 2021 of the Chairman informing the postponement of the 259th meeting of NIRC is also unmerited. They have rightly refrained from challenging the same in view of the subsequent email of the Regional Director / Returning Officer; conclusion of the President of ICSI and circulation of the names of the elected office bearers of all Regional Councils by the ICSI itself. Thus it must be held that the meeting held on December 26, 2021 is proper, in accordance with the Regulations of 1982, and the business transacted thereof, i.e., election of office bearers of NIRC for the year 2022, canno ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the ICSI and thereby rendering null and void the appointment of office bearers of NIRC made in the said meeting. 3. It is stated in the writ petition that the petitioners were elected as members of NIRC from January 19, 2019, with tenure up to January 18, 2023, in terms of the notification dated December 31, 2018 issued in the Gazette of India (Extraordinary) in accordance with Rule 36 of the Company Secretaries (Election to the Council) Rules, 2006 ( Rules of 2006 , for short). The process and modalities for election of the office bearers for the period January 19, 2022 till January 18, 2023 was taken on agenda as item No. 10 in the 258th Meeting of the NIRC held on December 20, 2021 as per section Clause 119(2) of the Company Secretaries Regulations, 1982 ( Regulations of 1982 , hereinafter). Given the prevailing situation with regard to the pandemic, it was decided to conduct an electronic voting process. 4. The notice for 259th meeting of the NIRC, scheduled to be held on December 26, 2021, was circulated through email amongst the members by the Chairman on December 18, 2021. Initially, the time of the meeting was fixed at 11 AM through Online Video Conferencing but the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, 2021 at 11:00 am only provided the facility to participate physically. The facility to participate through electronic mode was not mentioned. It was only email dated 23rd December, 2021 that mentioned such facility to participate through electronic mode. The same is also relevant from the point of view that several members who attend are out of NCR from various states of Northern India so they can plan in what manner they wish to attend the meeting. iv. Fourthly, the mandate of SS-l is very clear that the notice convening meeting shall clearly specify inter-alia mode of participation. Further, para 1.3.4 of SS-l mandates that the Notice shall inform the Directors (in the present context- the members of NIRC) about option available to them to participate through Electronic Mode and provide them all the, necessary information. In absence of the above, the Notice convening the meeting shall be treated as defective and non-est. v. No consent or consensus had been obtained from all the members for taking up such a pertinent Agenda on shorter notice or even for such change of time as well. vi. Further, the agenda papers were not sent within the stipulated time limit o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no reply/response was received for the same. 7. On December 26, 2021, all seventeen members of the NIRC met at 9.30 AM. Out of the seventeen members, fifteen members were present physically while remaining two members joined virtually. Since necessary compliance in terms of the Regulations of 1982 and SS-I was not made and a valid meeting could not take place, it was agreed to discuss the objections before officially commencing the meeting. As such, after about two hours of deliberations, around 11.35 AM, to avoid any complication and illegality, it was mutually agreed amongst all members to allow the Chairman to take a decision on the issue. The Chairman, after hearing the members, decided that the 259th meeting stands postponed to a future date. Thereafter, several members including the Chairman left. An email to the said effect was also circulated by the Chairman on December 26, 2021 itself to the Regional Director (North) intimating the decision of the Council to postpone the 259th meeting. It is stated that as per established practice of NIRC, the entire proceedings of Council meetings are audio recorded, and the facts stated above could be verified by a perusal of the sam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s either with regard to the re-convening of the postponed (259th) meeting on January 8, 2022, or with regard to the draft summary of the proceedings/discussions held on January 26, 2021. 11. It is stated that the Secretary, ICSI had, vide communication dated December 31, 2021 to the Regional Director (North), and subsequent communication to the Council members, informed that the matter regarding the election of office bearers to NIRC for the year 2022 is being scrutinised by the ICSI and as such, any agenda for election subsequent thereto, is void ab initio. It is submitted that the Secretary, ICSI has no power under any Act, Rule or Regulation to interfere with the election process of any of the Regional Councils or to issue any direction of such nature. 12. Thereafter, the President of ICSI vide email dated January 1, 2022 decided to hear all the members of NIRC on the issue, despite no reference in this regard having been made by the members. It is averred in the petition that the President of ICSI is not an adjudicating authority under the Act of 1980 or the Regulations framed there under, and does not have any power to take a decision on the issue/dispute that has arisen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alf of the petitioners has in his submissions, in addition to reemphasising the facts and contentions set forth in the writ petition, stated that the meeting of the NIRC convened on December 26, 2021 is illegal and invalid as the same is not in accordance with the Act of 1980, the Regulations of 1982 and SS-I. He would submit that Regulation 90 of the Regulations of 1982, mandate the notice for a meeting shall contain a statement of the business to be transacted thereof. However, the same was not provided for. 19. He would further submit that as per the SS-I issued by the ICSI in terms of Section 118(10) of the Companies Act, 2013 and adopted by the NIRC, the notice for convening the meeting of NIRC was required to include the agenda and agenda notes, and in the present case, the entire mechanism of the voting process including online voting mode. 20. It is his submission that even the agenda circulated on December 23, 2021 was incomplete and did not conform to the mandated requirement of Paragraph 1.3.8 of the SS-I, as the members were unable to understand the meaning, scope and implications of the proposal and the process of conduct of the election/nomination/voting in hybr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing any issue and as such, the communication dated January 6, 2022 and January 7, 2022 are bad in law. In this regard, Mr. Kathpalia has drawn my attention to various provisions of the Act of 1980 including Section 9 which deals with constitution of the Council of the Institute, Section 12 which states that there shall be a President and a Vice President from amongst the members of the Council, Section 15 which refers to the functions of the Council, Section 23 which provides for constitution and functions of Regional Councils. He has also referred to Regulations 156 and 157 of the Regulations of 1982, which deal with the powers and duties of the President and the Secretary of ICSI respectively, to buttress his argument that there are no adjudicatory or quasi-judicial powers conferred on them to take action as has been taken in the instant case. He seeks the prayers as made in the petition. Mr. Krishnendu Datta, learned Senior Counsel who also argued for the petitioners had adopted the submissions as made by Mr. Kathpalia. 24. Mr. A.S. Chandhiok, learned Senior Counsel appearing on behalf of the respondent Nos. 1 and 3, would submit at the outset that the petitioners have suppre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... three Regional Councils of ICSI. He states that this is the reason as to why three out of the eight members who left the meeting on December 26, 2021 have not joined the petitioners in challenging the said meeting by way of this writ petition. It is his submission that the petitioner cannot be allowed to meddle with the fairly conducted election process raising certain non-maintainable technicalities. 27. It is further stated that the Regional Director has been designated as the Returning Officer for the election by the respondent No. 1. A bare perusal of the report/communication of the Regional Director / Returning Officer dated December 26, 2021 would clarify the meeting was conducted in compliance with the Regulations of 1982. As per the email report of the Regional Director / Returning Officer dated December 26, 2021, the necessary quorum was present at the meeting on December 26, 2021, as seventeen members were present physically and two members joined online, a fact which is not disputed by the petitioners. The report records that even after the Chairman left the meeting dehors the Regulations requiring him to adjourn the meeting only with the consent of the members presen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch, it conforms to Regulation 91 of the Regulations of 1982 pertaining to notice period in case of advancement of time. The said provision is reproduced below:- 91. Advancement or postponement of meetings.- Any meeting of the Council, convened to be held at a particular date or dates, may be advanced or postponed by the President to a specific date or dates, not exceeding thirty days from the date originally determined for the meeting, if in his opinion such advancement or postponement is warranted, which may also include change of time and place of meeting. Notice of changes of such a meeting shall be sent to the registered addresses of every member of the Council not less than five days before the date fixed for advanced meeting of before holding of the postponed meeting. The business to be transacted at that meeting shall be the same as was intended for the original meeting unless, any other business is admitted by the Chairman at that meeting. 31. Reference has also been made to Regulation 95 of the Regulations of 1982, wherein it is stated that, subject to the provisions of the Regulations, the Chairman may, with the consent of the members present at the meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... siness is intended to be transacted at an adjourned meeting unless it is so directed in the resolution for adjournment of a meeting, no notice need to be given of an adjourned meeting. 32. Mr. Chandhiok would further submit that after the Chairman left, the Vice Chairman, on request of the members present, took the Chair. As per Regulation 92 read with Regulation 120 of the Regulations of 1982, the Vice Chairman in the absence of Chairman can chair the meeting. Hence, the chairing of the meeting by the Vice Chairman with consent of all the members present (nine) cannot be considered invalid as it does not breach the said Regulations. 33. That apart, it is submitted that in terms of Regulation 119 of the Regulations of 1982, the election of office bearers is to be conducted every year before the 31st day of December. Therefore, the entire election process for all four Regional Councils of ICSI was planned and scheduled to comply with the said requirement. Therefore, the action of the then Chairman in trying to forcibly and unilaterally postpone the meeting of December 26, 2021 is illegal, as a Regional Council meeting once commenced cannot be adjourned except in terms of Regula ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 37. It is also submitted that the petitioner No.1 himself sought intervention of the President of ICSI and requested a personal hearing vide e-mail dated December 27, 2021. Mr. Chandhiok would object to the submission of Mr. Kathpalia that the email was written to the entire Central Council and not exclusively to the President of ICSI, stating that a mere perusal of the email would show that it was addressed to the President of ICSI, and had sought his interference. However, when the President of ICSI vide email dated January 01, 2022 granted personal hearing as per the request, the petitioner No. 1 wrote an email dated January 3, 2022, refusing the opportunity for personal hearing. Mr. Chandhiok would allege that the petitioners have attempted forum shopping as they went initially to the President of ICSI for intervention, but when his intervention did not culminate in a favourable result for them, the same is now being challenged. 38. That apart, it is submitted that the petitioners have suppressed provisions of statutes that actually demonstrate the correct legal position. The petitioners have deliberately omitted to reproduce Regulation 114 of the Regulations of 1982 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notice and agenda initially issued by him, the petitioners have not made him a party to the present writ petition. It is also submitted that the petitioners have not challenged the election result declared by the Regional Director / Returning Officer in the writ petition and hence, the same is not maintainable. 42. Mr. Rajshekhar Rao, learned Senior Counsel appearing for respondent Nos.4 and 6 would state at the outset that the petitioners have suppressed material facts and, on this ground alone the petition is liable to be dismissed in limine. The petitioners have deliberately chosen not to place on record (i) email dated December 26, 2021 by the Regional Director addressed to the Secretary of ICSI, and (ii) the communication dated January 9, 2022 by the ICSI announcing the results of the election of office bearers to Regional Councils. It is submitted by Mr. Rao that it is settled law that a party is disentitled to any relief when it conceals facts from the Court. In this regard he has relied upon the judgments of the Supreme Court in the cases of S.J.S. Business Enterprises (P) Ltd. v. State of Bihar, (2004) 7 SCC 166 and Oswal Fats and Oils Ltd. v. Additional Commissioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rrelevant as the petitioners and indeed, all seventeen members of the NIRC were admittedly present in the said meeting. Even if the change of timing is seen as advancement of the meeting as per Regulation 91 of the Regulations of 1982, the notice for the same was served on December 20, 2021 i.e. five days prior to the scheduled date of the meeting. This issue is a deliberate afterthought as the petitioner No.1 begins his email dated December 25, 2021 with admission of knowledge of the change in timing and raised no grievance in relation to the same. Further, during the course of proceedings in the meeting of December 20, 2021 the Chairman categorically mentioned the advancement of the meeting from 11 AM to 9.30 AM, i.e., well before six days of the scheduled date of the meeting, which was not objected to by any of the members present including four of the petitioners. 45. That apart, Mr. Rao has submitted that once the meeting is held to be in order and not bound by SS-I, then the grievance relating to the email dated January 6, 2022 of the respondent No.3 becomes immaterial. In any event, intervention of the President s office was sought by the petitioners themselves. Any dispu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e parties to the petition. 48. The petitioner Nos.1, 2 and 4 are serving their second term as Regional Council members and subsequent to the completion of their term in the year 2022, would have to observe a cooling off period of four years as per Section 10 of the Act of 1980 read in conjunction with Rule 7 of the Rules of 2006. According to Mr. Rao, this petition is thus accentuated by the heartburn of the petitioners who would complete their terms without serving as office bearers. 49. He would also state that even though the petition essentially impugns the meeting dated December 26, 2021, the petitioners chose to belatedly file the petition only on January 13, 2022 with a view to delay and derail the taking over of the office bearers lawfully elected in the meeting dated December 26, 2021. 50. Mr. Anurag Kalavatiya, learned counsel for the respondent No. 5 stated that he concurs with the submissions put forth by Mr. Rao, and adopts the same. 51. Mr. Anuroop Singhi, learned counsel appearing for the respondent No. 7 has also stated that he would concur with the submissions put forth by Mr. Rao. 52. Mr. Sarat Chandra, learned counsel for the respondent No. 2 stated t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 982, as the Chairman had already postponed the meeting. Further, no notice was provided by the members to either the Chairman or the members who left the meeting earlier. In other words, not all members who were eligible to be office bearers were present in the meeting, preventing them from participating in the elections. Majority cannot validate an action that is otherwise invalid in law. 57. He has opposed the submission of Mr. Chandhiok that Regulation 114(4) of the Regulations of 1982 gives authority to the President of ICSI to interfere in the elections of office bearers by stating that the same is misplaced and liable to be ignored for the following reasons: - (a) Regulation 114 is applicable only with respect of conduct of election to Regional Councils, which are held every four years, and not to the present election of office bearers which are held every year, as provided by the Rules of 2006. (b) Reference is also made to Section 38A(2)(a) of the Act of 1980 which provides the power to make rules for election and nomination in respect of members to the Council under subsection (2) of Section 9 . This is for election to the Regional Council and not the electio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e period is from December 19, 2022 to January 18, 2023. 60. The issue which arises for consideration is whether the meeting held on December 26, 2021 wherein the respondent Nos. 4 to 7 were elected to the above posts to govern NIRC, is proper and justified. 61. The submissions of Mr. Kathpalia can be summed up as under: i. The meeting of December 26, 2021 is not in accordance with the Act of 1980, Regulations of 1982 and SS-I. ii. Regulation 90 of the Regulations of 1982 which mandates a notice for meeting shall contain a statement of the business to be transacted, was not complied with. iii. The SS-I issued by ICSI adopted by NIRC requires notice of meeting to include the agenda and notes on agenda, including information as to whether the option for online participation would be available. iv. The agenda circulated on December 23, 2021 did not conform to the mandate of Paragraph 1.3.8 of SS-I. v. Paragraph 1.3.7 of the SS-I stipulates the agenda for the business to be transacted at a meeting, along with the notes on agenda be provided to the directors (members in this case) at least seven days prior to the meeting. vi. Even the notice dated Decem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... : Chairman 2. CS Dhananjay Shukla : Vice-Chairman 3. CS Pradeep Debnath : Secretary 4. CS Rajeev Bhambri : Treasurer 5. CS Amit Gupta : Member 6. CS Deepak Arora : Member 7. CS Manish Aggarwal : Member 8. CS NPS Chawla : Member 9. CS Nitesh Kumar Sinha : Member 10. CS Saurabh Kalia : Member 11. CS Rajiv Bajaj : Ex-officio Member 12. CS Ranjeet Kumar Pandey : Ex-officio Member 13. CS Satwinder Singh : Ex-officio Member In attendance: Mr. S.K. Nagar : Joint Secretary (N) CS NPS Chawla took the chair and welcomed all the members present and requested CS Manish Gupta to chair the meeting. CS Manish Gupta, after taking the chair, welcome all the members present and thanked them for unanimously electing him as Chairman of NIRC for the year 2016. He briefly shared his vision for the year 2016. The Chairman then proposes to voluntarily adopt the Secretarial standard I for all the Regional Council Meetings to be held in future and the same was appreciated and approved by the Regional Council. (emphasis supplied) 248th meeting held on May 25, 2019:- ITEM NO. 8 TO CON ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ision of the NIRC was to adopt SS-I for all its meetings to be held in future. The plea of Mr. Chandhiok and Mr. Rao that the minutes of 248th meeting dated May 25, 2019 filed along with the writ petition are only recommendations and not an adoption is unmerited inasmuch as, the said minutes is concerned with discussion and adoption of SS-I in the chapters of Northern Region, as the report itself would reveal. Even the decision taken, which I have reproduced above clearly suggest so. The minutes reveal that all chapters of NIRC have been advised to adopt SS-I for its meetings of Managing Committees and Sub-Committees and in that regard, the Chairman and the Regional Director of NIRC were to take necessary decision. Further the minutes of 248th meeting also recommended the Council of ICSI to consider compulsory adoption of SS-I for the meetings of all the chapters and regions to ensure transparency, good governance and smooth functioning. In other words, the minutes had called upon the main body ICSI that all other regions also adopt SS-I, which NIRC has already adopted. I must state here, it is not clear whether the apex body ICSI, (the rule making body) has itself adopted it for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Calendar Year also, which shall be valid for such Calendar Year. The Notice shall also contain the contact number or e-mail address(es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically. 1.3.7 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. Agenda and Notes on Agenda shall be sent to all Directors by hand or by speed post or by registered post or by e-mail or by any other electronic means. These shall be sent to the postal address or e-mail address or any other electronic address registered by the Director with the company or in the absence of such details or any change thereto, to any of such addresses appearing in the Director Identification Number (DIN) registration of the Directors. 1.3.8 Each item of business requiring approval at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y member of the Council not less than five days before the date fixed for the advanced meeting or before holding of the postponed meeting. v. All meetings of the Council shall be chaired by the Chairman of the Regional Council, and in his absence, by the Vice-Chairman. In the absence of both, the members present shall elect from amongst themselves, a member to be the Chairman of the meeting. vi. Not less than 1/3rd of the total number of members of the Council for the time being shall constitute the quorum for a meeting. vii. If a quorum is not present within half an hour from the time scheduled for the meeting, the same shall be adjourned to such other date, time and place as the Chairman may appoint. viii. At all meetings, in the event of a difference of opinion on any matter, the vote of the majority shall prevail unless otherwise required by the Act or the Regulations and in case of equal votes, the Chairman shall have a casting vote in addition to his original vote. ix. The Chairman of any meeting may, with the consent of the members present at meeting, adjourn the meeting from time to time and from place to place. 67. There cannot be any dispute ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... exchanged by the Chairman, members including the petitioners, the President of ICSI and the Secretary of ICSI. The relevant communications in brief are as under: December 18, 2021 E-mail of the Chairman to all the members of the NIRC regarding scheduling of the 259th meeting on Sunday, December 26, 2021 at 11 AM to elect the office bearers for the year 2022, to hold office w.e.f. January 19, 2022. December 20, 2021 E-mail of the Chairman to all the members apprising them about the advancement of the scheduled meeting of December 26, 2021 from 11 AM to 9.30 AM. December 23, 2021 E-mail of the Chairman to all the members of the NIRC circulating the agenda for the 259th meeting to be held on December 26, 2021 and the web link for attending the said meeting online. December 25, 2021 E-mail of petitioner No.1 to the Chairman raising issues (i) agenda for the 259th meeting was circulated only on December 23, 2021; (ii) notice was sent without agenda notes in violation of SS-I; (iii) agenda does not show notes as to how such agenda items will be taken up or if voting shall take place; (iv) consent was not taken f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing detailed process for conduct of election process, nomination, voting in physical /electronic / hybrid mode, were circulated to the members at least seven days in advance; (iii) there is no conflict between the provisions of SS-I and the Regulations of 1982 regarding the circulation of agenda notes, as SS-I was framed by ICSI to standardise the practices and institutionalise a standard, reliable and robust framework to enable the necessary protection of interest of all stakeholders; (iv) even if the Regional Council decided that process of the previous year shall be adopted for the conduct of election and voting, etc., the agenda should have included the detailed process to bring clarity amongst the members regarding the same; (v) neither outcome nor minutes of the meeting of December 20, 2021 were circulated and as a few members had not attended the said meeting, they would not have any information about the decision taken therein, and therefore, the request made by members for providing a detailed process before the meeting was valid and in absence of the same, no decision-making can be done; (vi) the phrase the facility for online voting will also be av ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . It is also stated that as already informed by the Secretary, the matter of election of office bearers to the Council were being scrutinised by the ICSI HQ and as such, any agenda of election of office bearers subsequent thereto would be void ab-initio. Another e-mail was also sent by the President to the members informing them of the opportunity of personal hearing granted to them. January 3, 2022 E-mail from the petitioner No. 1 to the President of ICSI stating that the postponed meeting was re-scheduled on January 8, 2022 and in view of that, the intervention of the President was not required. January 6, 2022 E-mail of the President of ICSI stating that subsequent to the personal hearing granted to the members and considering the report of the Regional Director / Returning Officer, he is of the view that the proceedings of the meeting of December 26, 2021 were in order and the election of the office bearers conducted therein do not suffer from any infirmity. January 7, 2022 E-mail of the Secretary of the ICSI declaring the newly elected office bearers of the Regional Council for the year 2022 w.e.f. January 19, 2022. 70. Having noted the rel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Daga to Chair the meeting except CS Vinay Shulka who stated that although he is present but he is under protest and is not in agreement with continuing of this meeting. Thereafter CS Vinay Shukla left the meeting. 10. At this point of time, 9 (nine) members were physically present for the meeting and none of the Regional Council member was present in the meeting through online mode. Thereafter quorum was reconfirmed. The online Video Conferencing link was kept open throughout the meeting. 11. Members present requested the Chair to proceed with the agenda item for election of Office Bearers of NIRC of ICSI. 12. Thereafter Chairman of the Meeting proceeded with Agenda of 259th Meeting of RCM and started the process of election of the Office Bearers of NIRC of ICSI for the year 2022. 13. The following were unanimously elected the as the Office Bearers of NIRC of ICSI for the year 2022 (w.e.f. 19-01-2022 to 18-01-2023):- 1. CS Susshil Daga - Chairman 2. CS Devender Suhag - Vice-Chairman 3. CS Himanshu Harbola - Secretary 4. CS Surya Gupta - Treasurer 14. Thereafter, few additional agenda Items were taken-up with permission of the Chair and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of the Treasurer, following resolution may be passed: Resolved that CS__________ be and is hereby elected as Treasurer of the Northern Regional Council of the Institute of Company Secretaries of India for the year 2022 (for the period from 19.01.2022 to 18.01.2023). 73. With the agenda being sent on December 23, 2021, i.e., four days prior to the scheduled meeting and the Regulation 90 of the Regulation of 1982 stipulating ordinarily not less than seven days , which gives discretion to the Chairman to send it even within seven days, I am of the view that the notice of December 18, 2021 informing the business of election for the year 2022 to the members and even sending the agenda in the manner depicted above, are not in violation of Regulation 90 of the Regulations of 1982. I have also noted that even for the 258th meeting scheduled on December 20, 2021, notice was served on December 10, 2021 and agenda was served on December 17, 2021. No objection was raised by any of the members including the petitioners herein, either to the meeting or to the manner in which notice / agenda was served. In the 258th meeting when fourteen members were present, the following decisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as was followed last year. The Regional Council further desired that:- 1. ICSI Head Office be requested to depute IT personnel for smooth conduct of online voting process. 2. Bandwidth, Connectivity, Adequate IT systems and network be placed for smooth conduct of online voting process. 3. Technical specifications regarding bandwidth required to be present with the Members for online voting, be circulated to Members of Regional Council. (emphasis supplied) 74. The plea of Mr. Kathpalia was that petitioner No. 1 and two coopted members were not present for the meeting on December 20, 2021 and the minutes of the said meeting were only circulated on January 3, 2022. Hence, three members were not privy to the said decision. Surely majority of the members having decided what has been stated in the minutes of the 258th meeting, absence of three members and also that they were not privy to the decision taken with regard to the manner in which the elections were to be held, cannot be construed to mean the modalities and the process for holding the 259th meeting on December 26, 2021 was not known to the majority of the members. In fact, I find the agenda / agend ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. Kathpalia that the petitioner No.1 along with two other members had no notice of the change in timing of the 259th meeting is inconsequential, as all seventeen members were present for the said meeting on December 26, 2021 at 9.30 AM. 77. A perusal of the dates referred to above would reveal that the Chairman in his e-mail to the Regional Director / Returning Officer has stated, as no consensus could be arrived at in the meeting of December 26, 2021, the same has been declared postponed by him and the meeting was closed around 11.35AM. A reading of the Regulations would contemplate that any scheduled meeting under the Regulations can be advanced or postposed under Regulation 91 of the Regulation of 1982 only before the meeting is actually held. Once the meeting is convened and held on a given date and time, the business stipulated in the said meeting needs to be transacted unless and until the members present (in conformity with the quorum) agrees to adjourn the same as per Regulation 95 of the Regulation of 1982. It is not such a case as is clear from the report of the Regional Director / Returning Officer appointed by respondent No.1 who stated in his report that, after t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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