The Delhi High Court has clarified that for the purpose of Regulation 142 of the Chartered Accountant’s Regulations, 1988, convening a meeting at a notice shorter than seven days requires the approval of a majority of the members of the ICAI (the Council). The Court stated that since the 70th meeting, held on April 15, 2025, was convened without the approval of a majority of the members, it was declared to have been convened without proper notice and was therefore invalid.
As the first of the three consecutive meetings from which the petitioner (an elected member of the Northern India Regional Council of the ICAI) was allegedly absent, was invalidly convened, the Court ruled that the petitioner’s absence from it cannot be counted for the purpose of Regulation 135(3). Consequently, the deemed vacation of the petitioner’s seat was unlawful, and the Court, therefore, set aside the impugned communication informing the petitioner of the vacation of his seat.
A Single Judge Bench of Justice Purushaindra Kumar Kaurav examined Regulation 135(3), which states that an elected member of a Regional Council ‘shall be deemed to have vacated his seat’ if he is absent from three consecutive meetings without leave of absence. The Bench observed that the language of the statute is clear and contains a ‘deeming fiction’, which makes the provision mandatory and self-operating. It was held that the vacation of the seat under this regulation is not dependent upon any adjudication.
If the Council’s records show that a member has been absent from three consecutive meetings without leave, the provision automatically comes into full force. Consequently, the court concluded that the petitioner’s argument that he should have been given a notice or an opportunity of hearing before his seat was treated as vacated ‘does not hold any water’, added the Bench.
The Bench analysed Regulation 142, which mandates that a notice must be issued at least 14 days before a meeting. The regulation provides exceptions for convening meetings at shorter notices: (i) a notice of not less than seven days with the concurrence of any two of the Chairman, Vice-Chairman, and Secretary, or (ii) a still shorter notice with the ‘approval of the member’.
Further, the Bench held that while the period of notice may not be strictly mandatory due to the exceptions, the preconditions for invoking these exceptions (i.e., the concurrence of office-bearers or the approval of members) are mandatory. This is to prevent misuse, especially given the serious consequence of automatic vacation of a seat resulting from absence.
As far as the computation of notice period is concerned, the Bench observed that for a ‘notice of not less than seven days’, both the date of sending the notice and the date of the meeting must be excluded. As far as approval for short notice is concerned, the Bench found that since the notices were for a period shorter than seven days, they required the ‘approval of the member’. The Bench held that where the law does not specify a minimum number for approval, it must be given by a majority of the members.
Briefly, the petitioner is a Chartered Accountant and an elected member of the Northern India Regional Council of the ICAI (the Council) for the terms 2022-2025 and 2025-2029. The dispute arose from a communication issued by the Council, which informed the petitioner that his seat as an elected member was deemed to have been automatically vacated. This action was taken under Regulation 135(3) of the Chartered Accountant’s Regulations, 1988, on the grounds that the petitioner had remained absent from three consecutive meetings and their subsequent adjourned meetings without obtaining a leave of absence.
The petitioner challenged this communication, arguing that the meetings were conducted illegally without adequate notice as required by Regulation 142(1), and that he was not given an opportunity of being heard before his seat was vacated. He also contended that he had informed the Council of his inability to attend the meeting on 15.04.2025 due to health issues. Opposing the same, the respondents justified the short-notice meetings by stating they were necessary to comply with an ICAI directive to finalize accounts and argued that the vacation of the seat was an automatic consequence of the petitioner’s absence.
Appearances:
Advocates Dr. J.K. Mittal, Vandana Mittal, and Mukesh Choudhary, for the Petitioner
Senior Advocate Pooja Mehra Saigal, along with Advocates Vibhooti Malhotra, Bhuvnesh Satija, Yash Baraliya, Aniket Khanduri, and Nivesh Dixit, for the Respondent
