GCAI urges MCA to exempt General Counsel from director proficiency test

The General Counsels’ Association of India (GCAI) has written to the Union Ministry of Corporate Affairs (MCA) seeking a legal amendment to exempt experienced General Counsel from having to take a mandatory proficiency test currently required for appointment as independent directors in companies..It has also called for the formal recognition of General Counsel (GCs) as legal practitioners under Indian law. A similar request was earlier made to the Union Law Ministry earlier this year. .In its latest representation dated May 8, 2025, addressed to Minister of State, MCA, Harsh Malhotra, the GCAI has argued that India’s in-house legal heads play a pivotal role in governance, risk management, and regulatory compliance, and should therefore be granted due recognition as legal professionals.“We, the General Counsels’ Association of India (GCAI), represent India’s in-house legal leadership across industry sectors. We write to you with a shared vision of empowering corporate governance, legal certainty, and institutional strength as critical enablers of Viksit Bharat @2047,” the representation said. .The GCAI’s submission includes two key demands:1. Recognition of General Counsels as Legal Practitioners: The Association has urged the MCA to initiate steps — via the Ministry of Law and Justice and the Bar Council of India — to amend Section 29 of the Advocates Act, 1961. The proposed amendment would recognize General Counsels as 'legal practitioners' despite their roles being largely outside the courtroom. They further requested legal recognition of professional privilege and confidentiality rights for GCs. “Their employment in legal functions should be deemed legal practice,” the GCAI said, pointing out that the pending Advocates (Amendment) Bill, 2025, presents a timely opportunity for reform..2. Exemption from Independent Director Proficiency Test: The Association also asked for amendments to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, so that General Counsel are also exempt from having to take a proficiency test required for being appointed as independent directors of companies. While advocates, chartered accountants, company secretaries, and cost accountants are currently exempt from the online self-assessment proficiency test required for independent directors, General Counsels are not.The GCAI has suggested specific wording for the amendment:“Provided also that the following individuals, who are or have been, for at least ten years—(A) in practice as an advocate of a court and/or as a General Counsel or an In-house Counsel… shall not be required to pass the online proficiency self-assessment test.”The proposed definition of "General Counsel" includes any law graduate employed in a legal capacity as the head of the legal function in a company or body corporate..Concluding the letter, GCAI Founder Dr. Sanjeev Gemawat wrote, “Recognizing General Counsels aligns with national goals to deepen governance, increase board diversity, and institutionalize corporate legal capacity.” He also offered the Association’s assistance in shaping relevant policy reforms..[Read Representation]