2022 (11) TMI 334 - SC - Indian Laws

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 - Requirement of a meeting to be chaired/presided over by him in absence of the Chairman - whether the meeting i.e. 21.07.2021 was presided over by the person duly elected as Chairman for the remaining period? - HELD THAT - On fair reading of Regulation 92(2) read with Regulation 117(2) we are of the opinion that Regulation 92(2) shall not be applicable at all. Regulation 92(2) shall be applicable only in a case of absence and not in a case where the post of Chairman and/or office bearer has fallen vacant. There is a distinction between the absence and the post fallen vacant. Regulation 92(2) shall be applicable in a case where the Chairman and/or the office bearer though is not disqualified but is absent for some reason. Regulation 117(2) shall be applicable in a case where the elected member of the Regional Council has been disqualified on he being found guilty of any professional or other misconduct and awarded penalty of fine. Therefore in case of a vacation of office as per Regulation 117(2) such post fallen vacant is required to be filled in by election by electing another person from amongst its members to hold the office for the remaining period of a year (Regulation 119(2)) - Both the learned Single Judge as well as the Division Bench of the High Court have not appreciated the distinction between the vacation of office under Regulation 117(2) of the Regulation and the absence of an office bearer under Regulation 92. Under the circumstances both the learned Single Judge as well as the Division Bench of the High Court have seriously erred in quashing and setting aside the election of the office bearers of the EIRC of ICSI held in the meeting held on 27.12.2021 on the ground that the meeting was not presided over by the Vice Chairman (Respondent no.1 herein). As per Regulation 114(4) whether any dispute arises regarding any election to a Regional Council the matter may be referred by the candidate concerned within 30 days from the date of the declaration of the result of the election to the President and the decision shall be final. Under the circumstances in view of Regulation 114(4) of the Regulations the High Court ought not to have entertained the writ petition challenging the validity of the election. Even otherwise it is required to be noted that even as per Regulation 114(4) the election can be challenged by the candidate concerned. In the present case respondent no.1 who challenged the election of the office bearers did not even contest the election. Under the circumstances the High Court erred in entertaining the writ petition challenging the election at the instance of the respondent no.1 who even did not contest the election of the office bearers. The impugned judgment and order passed by the Division Bench of the High Court as well as the learned Single Judge is set aside - appeal allowed.

Summary

Issues Involved:
1. Legality of the meeting and election of the office bearers of the Eastern India Regional Council (EIRC) of the Institute of Company Secretaries of India (ICSI) held on 27.12.2021.
2. Interpretation and applicability of Regulations 92, 117, and 119 of the Company Secretaries Regulations, 1982.
3. Jurisdiction of the High Court to entertain the writ petition challenging the election.

Detailed Analysis:

1. Legality of the Meeting and Election:
The core issue was whether the meeting held on 27.12.2021, which elected the office bearers of the EIRC, was valid. The meeting was chaired by Mr. Anil Kumar Dubey after the disqualification of the previous Chairman on 22.12.2021. The respondent argued that the Vice Chairman should have chaired the meeting, making the election invalid. The learned Single Judge and the Division Bench of the High Court quashed the election on this ground. However, the Supreme Court found that the meeting was conducted legally under Regulation 119(2), which allows for the election of a new Chairman from among the members when the office becomes vacant.

2. Interpretation and Applicability of Regulations 92, 117, and 119:
The Supreme Court analyzed the relevant regulations to determine the correct procedure for filling the vacancy. Regulation 117(2) states that an elected member who is disqualified is deemed to have vacated office, necessitating a new election under Regulation 119(2). Regulation 92(2), which was cited by the respondent, applies only in cases of temporary absence, not when the office is vacated due to disqualification. The Court emphasized the distinction between "absence" and "vacation of office," concluding that Regulation 92(2) was inapplicable in this case. Therefore, the election of Mr. Anil Kumar Dubey as Chairman was valid under Regulation 119(2).

3. Jurisdiction of the High Court:
The Supreme Court also addressed whether the High Court should have entertained the writ petition challenging the election. According to Regulation 114(4), any dispute regarding an election must be referred to the President within 30 days, and the decision is final. The respondent, who did not contest the election, lacked standing to challenge it. The Supreme Court held that the High Court erred in entertaining the writ petition, as the proper procedure was not followed.

Conclusion:
The Supreme Court allowed the appeal, setting aside the judgments of the learned Single Judge and the Division Bench of the High Court. The Court upheld the election of the office bearers of the EIRC held on 27.12.2021, stating that the meeting was conducted legally under the applicable regulations. The original writ petitions were dismissed, and the appeal was allowed with no costs.