Ragini, a practicing company secretary expressed her opinion on a report given to a business firm called "Quick March Consultants". Ragini has an interest in the same to be extent of 12% of shares in the firm. Is she gui

Clause 4 of Part I of the Second Schedule to the Companies Secretaries Act, 1980 deals with professional misconduct in relation to Company Secretaries in Practice. A company secretary in practice shall be deemed to be guilty of professional misconduct, if he- "expresses his opinion on any report or statement given to any business enterprise in which he, his firm or a partner in his firm has a substantial interest;" This clause ensures that a professional has to be independent, while expressing any opinion. He should not have any substantial interest in the business enterprise to which the report or statement pertains. That would create a conflict with his duty. Expressing opinion or giving report with appropriate disclosers about his interest in the report was permitted earlier. However under the new clause there is a total ban on expressing opinion or giving any report about any business enterprise in which he, his firm or a partner in his firm has a substantial interest. "Substantial Interest" used in this clause is not limited to financial interest only. In this connection it may be stated that the Council of the ICSI pursuant to Regulation 168 of the Company Secretaries Regulations, 1982 passed a resolution in which 'Substantial Interest' has been defined to mean an interest to the extent of 25%. The same guideline is relevant under the above clause also. Based on the above regulation, Ragini who holds only 12% of shares in the business firm Quick March Consultants would not be guilty of Professional mis-conduct.