Compliance Management, Audit and Due Diligence · Legal Framework Governing Company Secretaries

Council of the Institute and Its Committees under the Company Secretaries Act

Updated 11 October 2026 · Fact-checked

The Council is the governing body of the Institute under the Company Secretaries Act, 1980. It controls, guides and supervises the Institute, elects a President and Vice-President, and forms Standing Committees (Executive, Finance, Examination) and other committees. A Disciplinary Committee handles misconduct. Answer by stating the provision, applying it to the facts, and concluding.

Understand Council of the Institute and Its Committees

The Council is the body that runs the Institute. Section 15 says the Institute functions under the overall control, guidance and supervision of the Council, and the duty of carrying out the Act is vested in the Council.

The Council elects two of its members as President and Vice-President at its first meeting (Section 12). The President is the head of the Council, presides at its meetings and must ensure its decisions are implemented. The Vice-President steps in when the President's office is vacant or the President cannot work because of absence, illness or any other cause.

A large body cannot handle every task, so the Act provides committees (Section 17). Three are compulsory Standing Committees: Executive, Finance and Examination. The Council may also form others, such as a Training and Educational Facilities Committee and a Professional Research and Publications Committee. Each committee works within the functions and conditions prescribed.

Discipline has its own structure. Section 21B requires a Disciplinary Committee, headed by the President or Vice-President, with Council members and Central Government nominees. It can reprimand, remove a name from the Register, or fine up to ₹5 lakh after hearing the member.

For exams, think of three layers: the Council (what it must do), its office-bearers (who leads and how long), and its committees (who sits on them and who chairs).

Key rules to remember

Election of office-bearers (Section 12(1)): Council at its first meeting elects 2 of its members: President + Vice-President; Whenever either office falls vacant, the Council chooses a person to fill it.
Tenure of President and Vice-President (Section 12(3), (4)): 1 year from date of choice, not beyond Council term; eligible for re-election; They continue in office after the Council's or their own term ends until a new President and Vice-President are elected and take charge.
Acting President (Section 12(5)): Vacancy or inability (absence, illness, any other cause) → Vice-President acts; On vacancy, the Vice-President acts until the newly elected President enters office. On inability, until the President resumes duties.
Standing Committees (Section 17(1)): Executive + Finance + Examination; The Council must constitute them from among its members.
Composition of each Standing Committee (Section 17(3)): President + Vice-President (ex officio) + minimum 3 and maximum 5 elected Council members; Elected by the Council from among its members.
Co-option (Section 17(6)): Co-opted members ≤ one-third of total committee membership; Applies to committees under Section 17(2), with Council sanction. Co-opted members are members of the Institute and have full rights of a member of the Committee.
Chairman of a committee (Section 17(7)): President is Chairman if a member; else Vice-President if a member; else committee elects its own; The Vice-President chairs in the President's absence if he is a member of that committee.
Disciplinary Committee (Section 21B): President or Vice-President (Presiding Officer) + 2 Council members + 2 Central Government nominees; Penalties: reprimand, removal from Register permanently or for a period, fine up to ₹5,00,000.
Secretary of the Council (Section 16(3)): May participate in Council meetings; no vote; The Council appoints the Secretary and a Director (Discipline).

How to solve Council of the Institute and Its Committees questions

Use this method for both short-note and case-based questions on the Council and its committees.

1Identify what is asked: Council functions, office-bearers, a committee's composition, or discipline.
2State the relevant provision in plain words, with the section number only where you are sure of it.
3List the exact conditions: numbers (minimum 3, maximum 5), time limits (one year), limits (one-third, ₹5 lakh).
4Apply the facts: count members, check who holds office, check whether the person is a Council member.
5Test for exceptions, such as vacancy, absence, illness, or co-option.
6Conclude clearly in one line, for example who chairs, who acts, or what penalty is available.
7If drafting is needed, give a short resolution or note with date, venue and the decision.

Quickest way: Who, how many, how long

When to use it: Use when time is short and the question is a case on composition, chair, tenure or acting powers.

Write the section and the rule in one sentence.
Write the number or limit next to it.
Match the facts to the rule in two or three lines.
Finish with a one-line conclusion.

Common mistakes in Council of the Institute and Its Committees

Saying the President and Vice-President hold office for the full Council term.
Students mix the Council's term with the office-bearers' term.
Fix: Remember one year from the date of choice, capped by Council membership, with re-election allowed. They continue until successors take charge.
Writing that the Vice-President replaces the President permanently when the President is ill.
Vacancy and inability are treated as the same.
Fix: In inability, the Vice-President discharges functions only until the President resumes. In vacancy, only until a newly elected President takes office.
Giving wrong committee numbers, such as 'three members in all'.
Students forget the President and Vice-President are ex officio extra members.
Fix: Write: President and Vice-President ex officio plus 3 to 5 elected Council members.
Applying the co-option limit to Standing Committees.
Section 17(6) is read loosely.
Fix: Co-option applies to committees under Section 17(2), up to one-third of total membership, with Council sanction.
Treating the Disciplinary Committee as purely a Council body.
Students forget the nominees.
Fix: Include two Central Government nominees of eminence in law, economics, business, finance or accountancy.
Forgetting the hearing before punishing a member.
Focus stays on penalties.
Fix: State that the member must be given an opportunity of being heard before any order, then list the three actions.

Worked examples

Example 1

The President of the Council falls seriously ill and cannot attend to duties for two months. A member suggests the Council must elect a new President immediately. Advise.

Show the solution

Rule: Section 12(5) deals with vacancy and with inability to discharge functions owing to absence, illness or any other cause.
Facts: the office is not vacant. The President is only unable to function because of illness.
Application: the Vice-President discharges the President's functions until the President resumes duties.
Conclusion: no new election is needed, because the office has not fallen vacant.

Answer: No immediate election is required. The Vice-President discharges the President's functions until the President resumes duties.

Example 2

The Council forms its Executive Committee with the President, the Vice-President and four elected Council members. Is the composition valid? Who chairs a meeting if the President is absent?

Show the solution

Rule: Section 17(3) requires the President and Vice-President ex officio plus a minimum of three and maximum of five elected Council members.
Application: four elected members lie within 3 to 5, so the composition is valid.
Chair: under Section 17(7), where the President is a member he is Chairman, and in his absence the Vice-President, if a member, is Chairman.
Here, the Vice-President is a member, so he chairs in the President's absence.

Answer: The composition is valid. In the President's absence, the Vice-President chairs the meeting.

Exam tips

Learn numbers cold: 1 year, 3 to 5 elected members, one-third co-option, ₹5 lakh maximum fine.
In case questions, first decide whether the facts show a vacancy or inability. The answer changes.
Always mention the hearing opportunity in Disciplinary Committee answers.
Use bullets for composition and short paragraphs for application. Examiners reward clear structure.
Do not quote section numbers you are unsure of. State the rule in plain words instead.

Practice questions from Legal Framework Governing Company Secretaries

Council of the Institute and Its Committees in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Actuarial Core Principles (IAI)Council, Committees and Governance Structure

Council of the Institute and Its Committees: frequently asked questions

Who elects the President and Vice-President of ICSI?

The Council elects them from among its own members at its first meeting. Whenever either office falls vacant, the Council chooses a replacement.

What is the tenure of the President and Vice-President?

One year from the date of choice, but not beyond their term as Council members. They can be re-elected while still Council members. They stay on until their successors take charge.

Which committees must the Council constitute?

Three Standing Committees: Executive, Finance and Examination. The Council may also form others, such as Training and Educational Facilities, and Professional Research and Publications.

What can the Disciplinary Committee do?

After giving the member a hearing, it can reprimand the member, remove the name from the Register permanently or for a period, or impose a fine up to ₹5 lakh. It can use one or more of these.