W.P.(C) 1037/2022 Page 1 of 57

IN THE HIGH COURT OF DELHI AT NEW DELHI

Date of decision: 1^st February, 2022

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W.P.(C) 1037/2022, CM No. 2937/2022

SAURABH KALIA AND OTHERS

..... Petitioners

Through:

Mr. Arun Kathpalia and

Mr. Krishnendu Datta, Sr. Advs. with

Mr. Saurabh Sharma, Ms. Sonali Jain,

and Mr. Preet Pal Singh, Advs.

versus

THE INSTITUTE OF COMPANY

SECRETARIES OF INDIA AND OTHERS

..... Respondents

Through:

Mr. A.S. Chandhiok, Sr. Adv. with

Mr. Srinivas Kotni & Mr. Sandeep

Chatterjee, Adv. for R-1 & 3.

Mr. Sarat Chandra, Adv. for UOI/ R-2.

Mr. Raj Shekhar Rao, Sr. Adv. with

Mr. Chitransh Mathur and Ms.Tarushi

Maheshwari, Advs. for R-4.

Mr. Anurag Kalavatiya and

Mr. Akshat Khandelwal, Advs. for R5

CORAM:

HON'BLE MR. JUSTICE V. KAMESWAR RAO

V. KAMESWAR RAO, J. (ORAL)

1. This instant petition has been filed with the following prayers:-

This is a digitally signed Judgement.

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W.P.(C) 1037/2022 Page 2 of 57

circumstances of the present case.”

2. The petitioners being members of the Institute of Company

Secretaries of India (‘ICSI’, for short, respondent No. 1 herein)

established under the Company Secretaries Act, 1980 (‘Act of 1980’,

hereinafter), have filed this petition, inter alia, seeking directions

quashing the meeting dated December 26, 2021, of the Northern India

Regional Council (‘NIRC’, for short) of 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 258^th Meeting of the NIRC

held on December 20, 2021 as per section Clause 119(2) of the

Company Secretaries Regulations, 1982 (‘Regulations of 1982’,

This is a digitally signed Judgement.

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W.P.(C) 1037/2022 Page 3 of 57

hereinafter). Given the prevailing situation with regard to the

pandemic, it was decided to conduct an electronic voting process.

4. The notice for 259^th 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 same was advanced to 9:30 AM and a hybrid mode was

adopted, which was communicated by the Chairman vide email dated

December 20, 2021. On December 23, 2021, an agenda for the 259^th

meeting was circulated by the Chairman.

5. It is stated that, for standardising diverse practices and

institutionalising a reliable and robust framework to protect the

interest of all stakeholders, the ICSI has formulated Secretarial

Standard on Meetings of the Board of Directors (‘SS-I’, hereinafter)

for its Council Meetings, which have been duly approved by Central

Government under Section 118 (10) of the Companies Act, 2013. It is

the case of the petitioners that the notice for the 259^th meeting and the

agenda thereof suffers from irregularities and legal infirmities as the

same are in violation of Regulation 90 of the Regulations of 1982 and

SS-I, and as such there was no valid notice/agenda for the 259^th

meeting. The irregularities alleged in the petition are reproduced as

under:-