Summary: The Institute of Company Secretaries of India (ICSI), through its representation dated August 28, 2026, has requested the Ministry of Corporate Affairs to recognise the concept of ‘Deemed Government Companies’ under the Companies Act, 2013. The representation states that section 619B of the Companies Act, 1956 recognised companies in which ownership or control was vested in two or more Government companies, Government corporations or other specified Government-controlled entities for the purpose of audit by the Comptroller and Auditor General of India (C&AG). ICSI notes that although the Companies Act, 2013 does not expressly define or recognise the concept, the Ministry, through General Circular No. 33/2014 dated July 31, 2014, clarified that such companies would continue to be subject to C&AG audit as deemed Government Companies.
The representation points out that several companies, including 100% joint venture companies of Government Companies, Government corporations and other Government-controlled entities, continue to be audited by the C&AG but are not recognised as Government Companies under the Companies Act, 2013 for statutory exemptions, procedural relaxations and regulatory benefits. ICSI has therefore requested suitable amendment to section 2(45), or insertion of a separate definition of “Deemed Government Company”; parity in exemptions, relaxations and procedural benefits; and consequential amendments or notifications to ensure uniform implementation. The representation also encloses General Circular No. 33/2014, which clarifies the applicability of sections 139(5) and 139(7) to deemed Government Companies and the responsibility for communicating incorporation particulars to the C&AG.
THE INSTITUTE OF Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
G&CL: MCA: AUG:05/2026 | Dated: August 28, 2026
Pawan G. Chandak
PRESIDENT
Dr. Pallavi Jain Govil
Hon’ble Secretary
Ministry of Corporate Affairs
Government of India
New Delhi
Respected Madam,
Subject: Representation for recognition of the concept of ‘Deemed Government Companies’ under the Companies Act, 2013
Greetings from the Institute of Company Secretaries of India!
The Institute of Company Secretaries of India (ICSI) is committed to promote good corporate governance and facilitating a robust corporate regulatory framework. In pursuance of this objective.
We wish to submit that Section 619B of the Companies Act, 1956 recognized the concept of ‘Deemed Government Companies’, whereby companies in which ownership or control vested in two or more Government companies, Government corporation or other specified Government-controlled entities were treated as Government Companies for the purpose of audit by the Comptroller and Auditor General of India (C&AG).
However, the Companies Act, 2013 does not expressly define or recognize this concept, the Ministry of Corporate Affairs, vide Circular No. 33/2014 dated 31 July 2014 (F. No. 1/33/13-CL-V) (Copy enclosed as Annexure-I), clarified that such companies would continue to be subject to audit by the C&AG as deemed Government Companies.
In practice, several companies, including 100% joint venture companies of Government Companies, Government corporations and other Government-controlled entities, continue to be audited by the C&AG in terms of the above clarification. These entities are, in substance, Government-owned and Government-controlled and perform functions comparable to those of Government Companies.
However, these companies are not recognised as Government Companies under the Companies Act, 2013 for the purpose of availing the statutory exemptions, procedural relaxations and regulatory benefits available to the Government Companies under the Act and the rules made thereunder.
This has resulted in a situation where entities under substantially similar ownership, control and audit mechanisms are subjected to different compliance requirements.
Accordingly, we respectfully request the Ministry to consider the following:
1. To suitably amend section 2(45) of the Companies Act, 2013, or alternatively insert a separate definition of “Deemed Government Company”, on the lines of section 619B of the Companies Act, 1956, so as to expressly recognise companies which are, in substance, owned and controlled through Government Companies, Government corporations or other Government-controlled entities.
2. To provide that such Deemed Government Companies shall be treated at par with Government Companies and accordingly be entitled to all exemptions, relaxations and procedural benefits available to Government Companies under the Companies Act, 2013, the rules made thereunder and notifications issued by the Central Government from time to time, unless specifically excluded.
3. To issue suitable consequential amendments/notifications, wherever necessary, so that all provisions, exemptions and compliance relaxations applicable to Government Companies are made equally applicable to Deemed Government Companies, thereby ensuring uniformity in implementation of the law.
The above measures would ensure equitable treatment of similarly placed Government-controlled entities, reduce avoidable compliance burden and strengthen the consistency of the corporate regulatory framework.
The statutory recognition of the concept of ‘Deemed Government Companies’ would also bring clarity, remove interpretational issues, promote regulatory consistency and further the objective of ease of doing business for Government-controlled entities.
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you.
Yours faithfully,
(CS Pawan G. Chandak)
President
The Institute of Company Secretaries of India
