Compliance Management, Audit and Due Diligence · Values, Ethics and Professional Conduct

Professional or Other Misconduct under Section 22 of the CS Act

Updated 11 October 2026 · Fact-checked

Section 22 of the Company Secretaries Act, 1980 says "professional or other misconduct" includes any act or omission listed in any of the Schedules. It does not limit the Director (Discipline) from inquiring into a member's conduct in other circumstances. In answers, match the facts to the Schedule, then name the forum and its penalty powers.

Understand Professional and Other Misconduct under Section 22

A Company Secretary is a member of a regulated profession. The Institute can discipline members who fall short of expected conduct. Section 22 is the gateway: it tells you what counts as misconduct.

The section works in two parts. First, the expression professional or other misconduct is deemed to include any act or omission provided in any of the Schedules. The Act has a First Schedule and a Second Schedule, and they list the specific acts and omissions. Second, the section says nothing in it limits the power or duty of the Director (Discipline) under section 21(1) to inquire into a member's conduct under any other circumstances. So the Schedules are not a closed list.

The word "include" matters. The Schedules are the core, but the Director (Discipline) can still look at conduct that is not listed. Do not write that misconduct is only what the Schedules say.

The Schedule matters because it decides who hears the case. Under section 21(3), if the Director (Discipline) forms the opinion that a member is guilty of misconduct in the First Schedule, the matter goes to the Board of Discipline. If it is in the Second Schedule, or in both Schedules, it goes to the Disciplinary Committee. The penalties differ too. Treat the First Schedule as the lighter track and the Second as the heavier track.

The Act does not define "other misconduct" as a separate category with its own test. Keep the phrase as it appears in section 22 and tie it to the Schedules and to the Director (Discipline)'s wider power to inquire.

Key rules to remember

Section 22 rule: Professional or other misconduct = any act or omission in any Schedule (deemed inclusion); the list is not exhaustive; Section 21(1) inquiry power of the Director (Discipline) is not limited by section 22.
Section 21(2) prima facie step: Complaint or information + prescribed fee → Director (Discipline) forms prima facie opinion; This is the first step before any forum hears the matter.
Routing rule, section 21(3): First Schedule → Board of Discipline; Second Schedule or both Schedules → Disciplinary Committee; Say this in every case-based answer.
Board of Discipline, section 21A(3): After hearing: reprimand; OR removal from Register up to 3 months; OR fine up to ₹1,00,000 (one or more); Applies to First Schedule misconduct. The Board follows summary disposal procedure.
Disciplinary Committee, section 21B(3): After hearing: reprimand; OR removal from Register permanently or for a period it thinks fit; OR fine up to ₹5,00,000 (one or more); Applies to Second Schedule, or both Schedules.
No prima facie case, section 21A(4): Director (Discipline) places the matter before the Board of Discipline; Board may close it or advise further investigation; The Board closes only if it agrees with the Director's opinion.
Council election bar, section 9(2)(a) proviso: First Schedule: 4 years; Second Schedule: 8 years, from end of removal period or payment of fine; Applies to a Fellow found guilty and removed from the Register or fined.

How to solve Professional and Other Misconduct under Section 22 questions

Use this method for any case-based question on professional or other misconduct.

1Read the facts and list each act or omission of the member. Note whether the member is in practice.
2State the rule: under section 22, professional or other misconduct includes any act or omission in the Schedules, and the Director (Discipline) can inquire in other circumstances too.
3Match each act to the First or Second Schedule as taught in your study material. If you are unsure of the item number, describe the item in words instead of quoting a number.
4Explain the process: complaint with prescribed fee, prima facie opinion of the Director (Discipline) under section 21(2).
5Route the matter: First Schedule to the Board of Discipline, Second Schedule or both to the Disciplinary Committee, under section 21(3).
6State the hearing and the penalty powers of that forum, with the limits in rupees and months.
7Conclude clearly: is the member guilty on these facts, which forum applies, and what action is possible. Add a practical compliance point.

Quickest way: Four-line misconduct answer

When to use it: Use when time is short, such as a 5 to 8 mark short case.

Line 1: Section 22 includes any act or omission in the Schedules, and is not limited to them.
Line 2: Name the Schedule your facts fall under.
Line 3: Forum: Board of Discipline for First, Disciplinary Committee for Second or both, after hearing the member.
Line 4: Penalty range: Board up to 3 months removal or ₹1,00,000 fine; Committee permanent or period removal or fine up to ₹5,00,000; reprimand in both.

Common mistakes in Professional and Other Misconduct under Section 22

Writing that misconduct means only what the Schedules list.
Students read section 22 as a closed list.
Fix: Write that the Schedules are deemed inclusions and that section 22 does not limit the Director (Discipline)'s power to inquire in other circumstances.
Mixing up the forums for the two Schedules.
Both bodies sound alike and both punish.
Fix: Remember: First Schedule goes to the Board of Discipline; Second Schedule, or both Schedules, goes to the Disciplinary Committee.
Quoting wrong penalty limits, such as ₹1,00,000 for the Disciplinary Committee.
Students memorise one limit and apply it to both forums.
Fix: Board: fine up to ₹1,00,000 and removal up to three months. Committee: fine up to ₹5,00,000 and removal permanent or for a period it thinks fit.
Skipping the hearing and the prima facie step.
Students jump from complaint straight to penalty.
Fix: Show the sequence: complaint with fee, prima facie opinion, routing, opportunity of being heard, then order.
Inventing Schedule item numbers or case names.
Students try to look precise under pressure.
Fix: Describe the act in words and link it to the right Schedule. Quote a number only if you are certain of it.
Treating a withdrawn complaint as automatically ending the case.
Students assume the complainant controls the matter.
Fix: Under section 21(5), the Director (Discipline) places the withdrawal before the Board or Committee, which may permit it if circumstances warrant.

Worked examples

Example 1

CS Anita Rao, a Company Secretary in practice, is accused of an act listed in the First Schedule. A complaint with the prescribed fee is filed. The Director (Discipline) finds a prima facie case. Which forum hears it, and what can it do?

Show the solution

Rule: section 22 treats any act or omission in the Schedules as professional or other misconduct.
Process: on the complaint and fee, the Director (Discipline) formed a prima facie opinion under section 21(2).
Routing: the alleged misconduct is in the First Schedule, so under section 21(3) the matter goes to the Board of Discipline.
Procedure: the Board follows summary disposal procedure and must give Anita an opportunity of being heard before any order.
Powers under section 21A(3): reprimand, removal from the Register up to three months, or a fine up to ₹1,00,000, one or more of these.

Answer: The Board of Discipline hears the matter. After hearing Anita, it may reprimand her, remove her name from the Register for up to three months, or fine her up to ₹1,00,000, in any combination.

Example 2

On a complaint against CS Vikram Shah, the Director (Discipline) finds that the alleged conduct is not listed in any Schedule. Vikram argues that no inquiry is possible. Is he right?

Show the solution

Rule: section 22 deems Schedule acts and omissions to be misconduct, but states that nothing in it limits or abridges the Director (Discipline)'s power or duty under section 21(1) to inquire into a member's conduct in other circumstances.
Application: the unlisted conduct does not stop the inquiry. The Schedules are not an exhaustive list.
Process: the Director (Discipline) still acts on the complaint and fee and forms a prima facie opinion under section 21(2).
Routing: the Act routes a matter to the Board or Committee when the opinion is that the member is guilty of misconduct mentioned in the First or Second Schedule. If the Director finds no prima facie case, section 21A(4) sends the matter to the Board of Discipline, which may close it or advise further investigation.
Conclusion: Vikram's argument is wrong as to inquiry. Whether action follows depends on the Director's opinion on the facts.

Answer: Vikram is not right. Section 22 does not limit the Director (Discipline)'s power to inquire into conduct in other circumstances, so an inquiry can proceed even if the act is not listed in a Schedule.

Exam tips

Open every answer with the section 22 rule and its two limbs: Schedule inclusion and the preserved inquiry power.
Always name the forum and quote the penalty limits. These are easy marks that students often miss.
In case studies, follow the order: provision, analysis of facts, conclusion. Add a short compliance or drafting point at the end.
If you cannot recall a Schedule item, describe the act in plain words and state which Schedule it belongs to. Never invent an item number or a case name.
Mention the right to be heard. Both the Board and the Committee must give the member an opportunity before any order.

Practice questions from Values, Ethics and Professional Conduct

Professional and Other Misconduct under Section 22: frequently asked questions

What does Section 22 of the Company Secretaries Act, 1980 say?

It says professional or other misconduct is deemed to include any act or omission provided in any of the Schedules. It also says it does not limit the Director (Discipline)'s power under section 21(1) to inquire into a member's conduct in other circumstances.

What is the difference between First Schedule and Second Schedule misconduct?

The difference is mainly in the forum and penalty. First Schedule matters go to the Board of Discipline, with removal up to three months or a fine up to ₹1,00,000. Second Schedule matters, or both Schedules, go to the Disciplinary Committee, with removal permanent or for a period and a fine up to ₹5,00,000.

Is there a separate definition of other misconduct?

The Act does not give a separate test. Section 22 uses the phrase professional or other misconduct and ties it to the Schedules, while keeping the Director (Discipline)'s wider inquiry power intact.

Who decides whether a complaint goes ahead?

The Director (Discipline) forms a prima facie opinion on receiving the complaint with the prescribed fee. If there is no prima facie case, the matter goes to the Board of Discipline, which may close it or advise further investigation.

Does misconduct affect a CS's right to contest Council elections?

Yes. Under section 9(2)(a), a Fellow removed from the Register or fined for misconduct cannot contest for four years for First Schedule misconduct, or eight years for Second Schedule misconduct, counted from the end of the removal period or payment of fine.