TMI Blog2022 (11) TMI 334X X X X Extracts X X X X X X X X Extracts X X X X ..... as 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 required to be filled in by election by electing another person from amongst its members to hold the office for the remaining period of a year (Regulation 119(2)) - Both, the learned Single Judge as well as the Division Bench of the High Court have not appreciated the distinction between the vacation of office under Regulation 117(2) of the Regulation and the absence of an office bearer under Regulation 92. Under the circumstances both, the learned Single Judge as well as the Division Bench of the High Court have seriously erred in quashing and setting aside the election of the office bearers of the EIRC of ICSI held in the meeting held on 27.12.2021 on the ground that the meeting was not presided over by the Vice Chairman (Respondent no.1 herein). As per Regulation 114(4) whether any dispute arises regarding any election to a Regional Council, the matter may be referred by the candidate concerned within 30 days from the date of the declaration of the result of the electi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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 purpose of election to the post of Chairman for the remaining period of current year ending on 18.01.2022 in terms of Regulation 119(2). The contesting respondent no.1 herein as a Vice Chairman was allowed to chair the meeting for the limited purpose of election to the post of Chairman for the remaining period of the current year ending on 18.01.2022 in terms of Regulation 119(2). It appears that the contesting respondent no.1 was disrupting the meeting, the remaining members decided to proceed with the agenda item i.e. electing the chairman for the remaining period and for that purpose app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 VicePresident, shall act as the Chairman until such time a President is elected under the provisions of subsection (1) of section 12. Provided further that in the absence of both the President and the Vice president of the outgoing Council the members of the Council present shall elect one of the members to be the Chairman of the meeting until such time a President is elected under the provisions of subsection (1) of section 12. *** 117. Vacancies. ( 1) A member of a Regional Council may at any time resign his membership by writing under his hand addressed to the Chairman of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 eligible for reelection to any of the offices of the Regional Council if they continue to be members of the Regional Council. (3) The first meeting of the Regional Council referred to in subregulation (2) shall be called and held within one month from the date of its constitution 70[* * * * * *]. (4) If within half an hour from the time appointed for the said first meeting of the Regional Council referred to hereinbefore, a quorum as mentioned in subregulation (1) above is not present, the said first meeting shall notwithstanding anything contained in that Regulation stand adjourned to the same day in the next week at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 required to be filled in by election by electing another person from amongst its members to hold the office for the remaining period of a year (Regulation 119(2)). In that view of the matter both, the learned Single Judge as well as the Division Bench of the High Court have seriously erred in misinterpreting Regulation 92(2) and Regulation 117 read with Regulation 119(2). Both, the learned Single Judge as well as the Division Bench of the High Court have not appreciated the distinction between the vacation of office under Regulation 117(2) of the Regulation and the absence of an office bearer under Regulation 92. Under the circumstances both, the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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