Created in the year 1967 as a service to administer the Companies Act, 1956 as the Company Law Service, it was renamed as Indian Company Law Service in the year 2002. The service functioned under Ministry of Finance (Department of Company Affairs) till 2004, after which an independent ministry by the name Ministry of Corporate Affairs was created to administer the Corporate Sector in India. The service was renamed as Indian Corporate Law Service in 2008 and was brought into the fold of Civil Services Examination.[1] The first batch of Officers recruited through Civil Services Examination were inducted in the year 2009.The decision to bring the service ICLS into the fold of civil services was instrumental for regulating the complex corporate landscape which is getting evolved day by day.
Since 2016, Director General of Corporate Affairs (DGCoA) is the top most bureaucrat from ICLS who is equivalent to the post of Secretary to the Union of India.
Recruitment and Training
The Officers of Indian Corporate Law Service are recruited via two modes - Direct Recruitment and Departmental Promotions. Members belonging to Group B Posts such as Company Prosecutors & Senior Technical Assistants, employed with the Ministry are gradually promoted to ICLS after completely mandated residency period within their own services. The current ratio of two streams is kept at 3:2.
ICLS Academy
The ICLS Academy, located at Manesar, Haryana Campus of the Indian Institute of Corporate Affairs (IICA), provides training to Officer Trainees (OTs) to familiarize them with provisions of Companies Act, Limited Liability Act, Partnership Act & other corporate
laws, Indian Penal Code, book keeping & accounts, etc. over a period of almost 20 Months.
The Academy has entered into an Memorandum of Understanding (MOU) with Shri Ram College of Commerce for imparting training to the freshly inducted ICLS Officer Trainees in various subjects such as Introductory Accounting, Advanced Accountancy, Advanced Auditing, Corporate Finance and Corporate Valuation, Financial Derivatives and their Accounting, etc. to equip them with the conceptual and practical knowledge as well as necessary skill set.[2]
The Academy is in tie-up with National Institute of Securities Markets (NISM), Mumbai, a public trust established in 2006 by the Securities and Exchange Board of India (SEBI), the regulator of the securities markets in India, organized 10 teaching day(s) programme on 'Understanding Securities Laws' for the ICLS Officer Trainee(s). The programme is aimed at capacity building of the officers by providing them with vital inputs on the role of SEBI and about the various regulations governing securities markets. The training programme also includes technical sessions on different topics related to securities markets and mock trading in simulation lab. The training also included visits to Stock Exchanges such as Bombay Stock Exchange, Clearing Corporations and Depositories, which provided the participants valuable practical exposure.
Attachment with the Insolvency and Bankruptcy Board of India, wherein the Officer Trainees are provided with up-to-date insights, methodologies, and practical approaches necessary for effectively managing the intricacies of insolvency and bankruptcy proceedings. The expert faculty imparts a thorough understanding of the Insolvency and Bankruptcy Code, 2016 (IBC), including its nuances and practical application, to the officers using case studies to illustrate key concepts pertaining to different processes i.e. the Corporate Insolvency Resolution Process, Liquidation Process, voluntary liquidation, fast track resolution process, individual insolvency, and individual bankruptcy. The officers are introduced to various components of IBC ecosystem, namely, Adjudicating Authority, Insolvency Professional, Insolvency professional Agencies, Information Utility, Financial Creditors, Operational Creditors, Registered Valuers and Financial Service Providers.[3][4]
The Officers also undergo a 2-3 week foreign study tour at National University of Singapore Faculty of Law, wherein a wide range of topics relating to international & comparative corporate law with a particular focus on Singaporean Corporate laws, regulations and practices are covered. The officers visit Singapore Exchange for understanding its role as a market regulator; the Singapore International Arbitration Centre and NUS Business School. To provide greater insight from industry practitioners, NUS Law also invites expert speakers from the private sector to engage with the officers on subjects such as international financings and Indian Companies, Indian Companies & their interaction with international capital markets other critical regulatory matters.[5]
In addition to the classroom training the POs are also provided hands on training in various offices across India.
Work Profile
Role and functions of all the above-mentioned posts are either defined in the Companies Act, 2013 or defined in rules made by the Central Government in exercise of the powers delegated to it through the act. For instance posts like Regional Director, Registrar of Companies, the Official Liquidator, etc. are statutory posts, but posts like the Director General of Corporate Affairs or Director of Inspection and Investigation are posts created by the Central Government in exercise of its powers. Apart from the traditional roles, ICLS officers in the capacity as ROCs in their respective jurisdiction are members of State Level Coordination Committees,[6]Regional Economic Intelligence Committee, Market Intelligence Groups and several other groups sharing Economic Intelligence data with other Government Intelligence and law enforcement agencies.
A brief description is provided below:
Ministry of Corporate Affairs, Headquarters, New Delhi
The ICLS officers posted at the Headquarters discharge various functions such as framing of policies, rules/regulations, issuing notifications and circulars, implementation of e-Governance in the Ministry, handling and supervising legal and court matters, to examine inspections and investigation reports and issuing appropriate orders, etc.
Director General of Corporate Affairs (DGCoA)
The office of DGCoA was constituted in 2008. The offices is headed by an ICLS officer of Higher Administrative Grade Scale, assisted by two ICLS Officers designated as Directors (Inspection and Investigation) of Senior Administrative Grade Scale. The office is also entrusted to be overall supervision matters relating to the Companies Act, 2013 and LLP Act, 2008.
Regional Directors
The Regional Director supervises the functioning of Registrars of Companies and Official Liquidators that fall within their jurisdiction, and is usually the senior most ICLS Officer in that region. There are seven Regional Directorates spread across the country, each having jurisdiction over multiple states and Union Territories.
The RD has several quasi-judicial powers such as allowing mergers & amalgamation of certain categories of companies, issuing orders for approving shifting of the registered offices of a company and compounding of certain categories of offences committed either by the companies or officers of the companies. Further RD also has the appellate power over the adjudication orders passed by the Registrar of Companies against defaulting companies and their directors. The ICLS officers posted as Assistant Director or Deputy Director or Joint Director conduct and supervise inspections and investigations[7] against the companies under the relevant provisions of the law.
Registrar of Companies (RoC)
Registrars of Companies have jurisdiction over the various States and Union Territories are vested with the primary duty of registering Companies and Limited Liability Partnerships (LLP) floated in the respective states and the Union Territories and ensuring that such companies and LLPs comply with statutory requirements under the Act, for instance periodic filing of Annual Returns and Balance Sheets, Change of directorship of the company, etc. The RoC has the power to take action against companies that fail to submit requisite documents in time or for production of incorrect/incomplete information. The registered documents are made available to the Shareholders, Investors and the General public at large through an online portal MCA21 at a payment of nominal fee. Corporates functioning in India will have to abide by all statutory requirements and it is the duty cast on the office of the Registrar of Companies to ensure that all norms are followed and that any violations are penalised as per the law.[8][9][10] The jurisdictional RoC is first point of contact for stakeholders of the companies to approach in case of any grievance against the company or its management's conduct.[11] The RoC also has suo-moto powers to conduct inquiry of companies[12] and if deemed necessary, investigation can also be proposed[13] to be carried out, all violations can be brought to book [14]and both civil and criminal prosecution would be initiated. The ROCs are responsible for ensuring that the jurisdictional corporate entities do not use the corporate structure for perpetrating activities that are illegal[15][16] or against the public and national interest.[17] The ROCs have a major responsibility to keep the corporate registry clean[18][19][20][21] and to ensure that illegal shell companies are identified and taken action against.[22] Off late, the RoCs have been emerging as the primary government agencies working towards punishing errant companies facilitating high-risk equity investing from general public bypassing stock-exchange regulations[23][24] and in enforcing corporate transparency with impactful actions relating to Significant Beneficial Ownership norms.[25][26]
The ROCs function under the overarching supervision of the Regional Directors, the DGCoA and the administrative control of the Ministry. There are over 2 Million companies registered in India, out of which more than 1.6 Million are reportedly active,[27] and there are over 25 Field offices spread across the country, located in the capital cities of most states.[28]
Official Liquidator (OL)
The Official Liquidators are officers appointed by the Central Government and are attached to various High Courts. The Official Liquidators are under the administrative charge of the respective Regional Directors, who supervise their functioning on behalf of the Ministry.
The Official Liquidator is responsible for winding up of the companies that are ordered to be wound up by the Hon'ble High Court under several grounds, the most common being the inability to pay its debts. The winding up process includes taking possession of the assets of a company ordered to be wound up, bringing the assets of the company to sale via public auction,[29] recovery of debts due to the company, invitation of claims against the company from the creditors, settlement of claims so received, distribution of funds to the creditors[30][31] and contributories, prosecution of directors of the company in the event of misfeasance and eventual dissolution of the company. Each High court has a liquidator attached to it. It may be noted that, with the implementation of Companies Act 2013, the Official Liquidators would now be attached to National Company Law Tribunals, for all the liquidation matters that are ordered under the new Companies Act, 2013.[32]
Hierarchical Designations
The designations and time-scales within the Indian Corporate Law Service are as follows after cadre restructure:
Designation, Number and Scale of Pay of duty posts included in the various grades of Indian Corporate Law Service
S. No.
Grade & Scale
Designation
Number of posts
1.
Higher Administrative Grade (HAG)
Director General of Corporate Affairs
Additional Secretary to the Government of India on deputation through Central Staffing Scheme (CSS for AIS & Organised Group A central Service)
Technical Member in Tribunals like NCLT, NCLAT, etc.
Note: The Junior Administrative Grade (Selection Mode) is Non-functional and the maximum number of posts in this grade is equal to 30 percent of the Senior Duty Posts.[34]
