Summary
The Chairman of the Eastern India Regional Council of the Institute of Company Secretaries was disqualified on 22.12.2021, days before the council meeting of 27.12.2021. At the meeting the members elected another member as Chairman for the remaining period, and he chaired the elections. The Vice-Chairman, who did not contest, had the elections set aside by the Calcutta High Court on the ground that he should have presided. The Supreme Court restored them. The provision letting the Vice-Chairman preside covers the Chairman's absence, not a vacancy. A vacated office must be filled by election under Regulation 119(2). Election disputes must also go to the President under Regulation 114(4), and only a candidate may raise them.
Issues
- Whether, on the Chairman's office falling vacant through disqualification, the Vice-Chairman was entitled to preside over the Regional Council meeting, or the office was to be filled by election for the remaining period under Regulation 119(2) of the Company Secretaries Regulations, 1982.
- Whether a writ petition challenging the election lay at the instance of a non-candidate in view of Regulation 114(4).
Provisions considered
- Regulations 117(2) and 119(2), Company Secretaries Regulations, 1982Disqualification of the Chairman vacated the office, which the Regional Council was to fill by electing another member for the remaining period of the year. (¶¶ 4.1, 4.2, 4.3)
- Regulation 92, Company Secretaries Regulations, 1982Provision for the Vice-President or Vice-Chairman to preside applies only where the office bearer is absent, not where the office has fallen vacant. (¶ 4.4)
- Regulation 114(4), Company Secretaries Regulations, 1982Disputes regarding a Regional Council election are to be referred by the candidate concerned to the President within 30 days, whose decision is final. (¶ 5)
Held
- The Chairman's disqualification on 22.12.2021 was a vacation of office under Regulation 117(2), to be filled by electing another member for the remaining period under Regulation 119(2), and the member so elected validly presided over the meeting of 27.12.2021. (¶¶ 4.2, 4.3)
- There is a distinction between absence and vacancy; the provision for the Vice-Chairman to preside applies only where the office bearer, not being disqualified, is absent, and the High Court erred in setting aside the elections because the Vice-Chairman did not preside. (¶ 4.4)
- Allegations of irregularity raised disputed questions of fact, and under Regulation 114(4) election disputes are to be referred by the candidate concerned to the President; the High Court should not have entertained the writ petition, particularly at the instance of a member who did not contest. (¶ 5)
Result
Civil Appeal No. 8039 of 2022 and connected appeals allowed; the Calcutta High Court's judgment dated 13.04.2022 in MAT No. 213 of 2022 and the Single Judge's judgment in WPA No. 1367 of 2022 set aside and the writ petitions dismissed; no costs.