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2022 Supreme(SC) 1133
SUPREME COURT OF INDIA
M.R. SHAH, M.M. SUNDRESH, JJ.
Institute of Company Secretaries of India – Appellant
Versus
Biman Debnath and Others – Respondents
Civil Appeal No. 8039 of 2022
WITH
Anil Kumar Dubey – Appellant
Versus
Biman Debnath and Others – Respondents
Civil Appeal Nos. 8040-8041 of 2022
Decided On : 07-11-2022
For the Parties : Mr. Ashish Jacob Mathew, Adv. Mr. Gaichangpou Gangmei, AOR Mr. Sanjiv Sen, Sr. Adv. Mr. Srinivas Kotni, Adv. Mr. Gaichangpou Gangmei, AOR Mr. Sandeep Chatterjee, Adv. Mr. Bankey Bihari, AOR Mr. Kunal Chatterji, AOR Ms. Maitrayee Banerjee, Adv. Mr. Sirsanya Bandopadhyay, Adv. Mr. Arka Kumar Nag, Adv. Mr. Rohit Bansal, Adv.
The main legal point established is the interpretation of the Company Secretaries Regulations, specifically the distinction between absence and vacation of office, and the applicability of different regulations in such scenarios.
Headnote:
Election - Company Secretaries Regulations - Regulations 92, 117, 119
Fact of the Case:
The case involved the election of office bearers of the Regional Council for the year 2022 of the Institute of Company Secretaries of India. The High Court set aside the election on the ground that the meeting was not presided over by the Vice-Chairman, who was required to conduct the meeting in the absence of the Chairman.
Finding of the Court:
The court found that the meeting was legally conducted and the election of the office bearers was valid. It held that the Vice-Chairman was not required to preside over the meeting in the absence of the Chairman, as the post had fallen vacant due to disqualification.
Issues: The main issue was whether the meeting was legally conducted and whether the Vice-Chairman was required to preside over the meeting in the absence of the Chairman.
Ratio Decidendi: The court interpreted Regulations 92, 117, and 119 of the Company Secretaries Regulations, 1982. It held that Regulation 92(2) regarding the Chairman's absence was not applicable when the post had fallen vacant due to disqualification, as per Regulation 117(2). It emphasized the distinction between absence and vacation of office.
Final Decision: The court allowed the appeals, quashed the High Court's judgment, and set aside the election of the office bearers. The original writ petitions were dismissed, and no costs were awarded.
JUDGMENT :
M.R. SHAH, J.
1. Feeling aggrieved and dissatisfied with the impugned judgment and order dated 13.04.2022 passed by the High Court of Judicature at Calcutta in MAT No. 213 of 2022 and MAT 219 of 2022 with CAN 1 of 2022 by which the High Court has dismissed the said appeal and has confirmed the judgment and order passed by the learned Single Judge by which the learned Single Judge allowed the writ petition bearing No. WPA 1367 of 2022 by quashing 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 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 appointed respondent no. 3 - Mr. Anil Kumar Dubey to chair the said item. That thereafter elections took place and the respondent no. 3 - Mr. Anil Kumar Dubey was duly elected as Chairman for the remaining period.
2.1 He was elected for the period 19.01.2022 to 18.01.2023. The Respondent no. 1 who did not participate in the election and/or contest filed the writ petition before the learned Single Judge contending inter-alia that the meeting dated 27.12.2021 chaired by Respondent No. 3 was illegal. According to Respondent no. 1, in absence of the Chairman, the Vice-Chairman would become the Chairman and therefore the meeting was required to be chaired by him. However, it was the case on behalf of the Institute and the contesting original respondents that meeting was convened legally and the Chairman was elected for the remaining period as per Regulation 119(2) of the Regulations, 1982. It was the specific case on behalf of the contesting original respondents that it was a case of vacation of office and not the absence of an office bearer for a particular period of time. The learned Single Judge allowed the writ petition and set aside the elections of the office bearers elected in the meeting held on 27.12.2021 mainly on the ground that the meeting was not chaired by the Vice-Chairman who in absence of the Chairman was required to conduct and/or chair the meeting as Chairman. The Judgment and Order passed by the learned Single Judge has been confirmed by the impugned judgment and order of the Division Bench of the High Court. Hence, the present appeal at the instance of the ICSI.
3. We have heard Shri Sanjiv Sen, learned Senior Advocate appearing on behalf of the appellant and Shri Ritin Rai, learned Senior Advocate appearing o
