PCS Not To Engage In Other Business/Occupation

A Company Secretary in Practice shall not engage in any business or occupation other than practising as Company Secretary without the general or specific permission of the Council by a resolution to that effect. However, a Company Secretary in Practice is not barred to act as a secretary, trustee, executor, administrator, arbitrator, receiver, appraiser, valuer, internal auditor, management auditor, management consultant or as a representative on financial matters including taxation and may take up an appointment that may be made by the Central or any State Government, Court of Law, Labour Tribunals, or any other statutory authority without prejudice to the discretion of the Council to prohibit such appointment. The Council has decided w.e.f. 1st June, 1991 not to permit a member in practice to provide these services as an employee of an organisation. 

RESOLUTION PASSED BY THE COUNCIL UNDER REGULATION 168 OF THE COMPANY SECRETARIES REGULATIONS, 1982


The Council of the Institute at its 156th Meeting held on March 19-20, 2005, in exercise of its powers under regulation 168 of the Company Secretaries Regulations, 1982 has accorded general permission to its members in practice to become non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of Association of a company the objects of which include areas, which fall within the scope of the profession of Company Secretaries irrespective of whether or not the practising member holds substantial interest in that company. 

It must be clarified that under section 26 of the Company Secretaries Act, 1980 no company can practise as Company Secretary. 

The Council has further allowed members in practice to become non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of Association of a company which is engaged in any other business or occupation provided that the practising member does not hold substantial interest in the company. 

The Council in its resolution adopted at the said meeting defined the term non-executive director as to mean an ordinary director who is required to attend the meetings of the Board or its committees only, not paid any remuneration except the sitting fees for attending the Board/Committee meetings and any remuneration to which he is entitled as ordinary director, and devoting his time for the company only to attend meetings of the Board or Committees thereof and not for any other purpose. 

Practising Company Secretaries can now take up teaching assignment with any organization apart from the coaching organization of the Institute. Further the condition has been relaxed for teaching hours from average three hours to four hours in a day. General permission has been given to Practising Company Secretaries to act as Recovery Consultants in the Banking Sector. With the specific permission of the Council a member in practice can have interest in agricultural and allied activities carried on with the help, if required, of hired labour and editorship of journals other than professional journals. 

Text of the Resolution Passed by the Council under Regulation 168 of the Company Secretaries Regulations, 1982 

Resolved that in supercession of all earlier resolutions passed by the Council under Regulation 168 of the Company Secretaries Regulations, 1982 allowing members in practice to engage in any other business or occupation, the Council hereby permits the members in practice to engage in the following other business or occupation under Regulation 168 of the Company Secretaries Regulations, 1982: 

Permission granted generally
  1. Private tutorship.
  2. Authorship of books and articles.
  3. Holding of Life Insurance Agency Licence for the limited purpose of getting renewal commission.
  4. Holding of public elective offices such as M.P., M.L.A., M.L.C.
  5. Honorary office-bearership of charitable, educational or other non-commercial organisations.
  6. Acting as Justice of Peace, Special Executive Magistrate and the like.
  7. Teaching assignment under the Coaching Organisation of the Institute or any other organisation, so long as the hours during which a member in practice is so engaged in teaching do not exceed average four hours in a day irrespective of the manner in which such assignment is described or the remuneration is receivable (whether by way of fixed amount or on the basis of any time scale of pay or in any other manner) by the member in practice for such assignment.
  8. Valuation of papers, acting as a paper-setter, head examiner or a moderator, for any examination.
  9. Editorship of professional journals.
  10. Acting as ISO lead auditor.
  11. Providing Risk Management Services for non-life insurance policies except marketing or procuring of policies.
  12. Acting as Recovery Consultant in the Banking Sector.
  13. Becoming non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of Association of a company the objects of which include areas, which fall within the scope of the profession of Company Secretaries irrespective of whether or not the practising member holds substantial interest in that company.
  14. Becoming non-executive director/promoter/promoter director/subscriber to the Memorandum and Articles of Association of a company which is engaged in any other business or occupation provided that the practising member does not hold substantial interest in the company.
Permission to be granted specifically
Members of the Institute in practice may engage in the following categories of business or occupation, after obtaining the specific and prior approval of the Executive Committee of the Council in each case:
  1. Interest or association in family business concerns provided that the member does not hold substantial interest in such concerns.
  2. Interest in agricultural and allied activities carried on with the help, if required, of hired labour.
  3. Editorship of journals other than professional journals.
For the purpose of the above resolution:
  1. A non-executive director means an ordinary director who fulfils the following conditions:
    1. he is required to attend the meetings of the Board or its committees only.
    2. he is not paid any remuneration except the sitting fees for attending the Board/Committee meetings and any remuneration to which he is entitled as ordinary director.
    3. he is devoting his time for the company only to attend meetings of the Board or Committees thereof and not for any other purpose.
  2. a member shall be deemed to have a "substantial interest" in a concern :
    1. in a case where the concern is a company, if its shares (not being shares entitled to a fixed rate of dividend whether with or without a further right to participate in profits) carrying not less than twenty-five per cent of voting power at any time during the previous year, are owned beneficially by such member.
    2. in the case of any other concern, if such member is entitled at any time during the previous year, to not less than 25% of the profits of such concern.
Further Resolved that in cases of permission to be granted specifically the Council will, however, be always entitled to refuse permission in individual cases.