CS Executive · Paper 2

CS Executive Company Law and Practice Paper Guide

Company Law and Practice is Paper 2 of CS Executive, a 100-mark, 3-hour written paper. Part I (60 marks) covers principles and concepts; Part II (40 marks) covers administration and meetings. You score by stating the Companies Act provision, applying it to the facts, and giving a clear conclusion.

Paper 2 tests whether you know the Companies Act, 2013 and its rules well enough to apply them. It is a descriptive paper of 100 marks and 3 hours, with 15 extra minutes to read the question paper. Part I (60 marks) covers Introduction to Company Law, types of companies, Memorandum and Articles, share capital, members, debt instruments, charges, distribution of profits, accounts and auditors, compromise, arrangement and amalgamations, and dormant companies. Part II (40 marks) covers general meetings, directors, board composition and powers, board and committee meetings, the annual report, and key managerial personnel and their remuneration. There is no MCQ section and no negative marking.

The paper rewards precision. Examiners look for the right provision, the right condition, and a conclusion that follows from the facts. Case-style questions are common in company law, so you must know who does what, by when, and by what majority. Knowing the topic in general terms is not enough. Numbers such as notice periods, quorum, majorities and filing timelines often decide whether an answer is right.

Students usually score well when they study the Act in a structured way and practise writing. They lose marks when they only read, then try to recall long provisions on the day. Some lessons were removed from Paper 2 with effect from the December 2025 examination, so always check the current syllabus and use study material that matches it. To pass the group you need at least 40% in each paper and 50% in the group aggregate at one sitting. Paper 2 is also a good candidate for a 60% exemption score, so aim high.

Company Law and Practice: chapters and topics

Part I: Company Law - Principles and Concepts

Introduction to Company Law

Part I: Company Law - Principles and Concepts

Legal Status and Types of Registered Companies

Part I: Company Law - Principles and Concepts

Memorandum and Articles of Association and its Alteration

Part I: Company Law - Principles and Concepts

Share and Share Capital - Concepts

Part I: Company Law - Principles and Concepts

Members and Shareholders

Part I: Company Law - Principles and Concepts

Debt Instruments - Concepts

Part I: Company Law - Principles and Concepts

Charges

Part I: Company Law - Principles and Concepts

Distribution of Profits

Part I: Company Law - Principles and Concepts

Accounts and Auditors

Part I: Company Law - Principles and Concepts

Compromise, Arrangement and Amalgamations - Concepts

Part I: Company Law - Principles and Concepts

Dormant Company

Part II: Company Administration and Meetings

General Meetings

Part II: Company Administration and Meetings

Directors

Part II: Company Administration and Meetings

Board Composition and Powers of the Board

Part II: Company Administration and Meetings

Meetings of Board and its Committees

Part II: Company Administration and Meetings

Annual Report - Concepts

Part II: Company Administration and Meetings

Key Managerial Personnel and their Remuneration

How to prepare Company Law and Practice

Plan for understanding first, then recall, then writing. Company law is a connected subject, so build it in layers and revise often. Work in short daily sessions if you study alongside a job.

Check the current syllabus and confirm which lessons are in and which were removed from December 2025. Study only what is examinable, using updated material.
Read the Companies Act, 2013 provisions in plain language first. For each lesson, write a one-page summary: what the provision says, who it applies to, conditions, and exceptions.
Build a table of numbers for yourself: notice periods, quorum, majorities, time limits for filing forms, and penalties where taught. Revise it daily. This is where many marks are won.
Link the chapters. For example, connect Articles to share capital changes, directors to board powers, and board meetings to committees. Understanding links helps you answer case-style questions.
Practise the ICSI answer format on every topic: state the provision, apply it to the facts, then conclude. Write at least two full answers per chapter by hand.
Solve past question papers and mock tests under timed conditions after finishing each part. Compare your answers with the Act and the study material, and note every missed condition.
Keep a mistakes log. Record each error with the correct rule and revise the log every week.
In the last weeks, revise by part. Do Part I and Part II full-length mocks in 3 hours and spend the final days on your number table, definitions and mistakes log.

Time management in the exam

Use the 15 minutes of reading time to mark the questions you can answer fully. Pick your strongest ones first so you settle early.
Split your time by marks. With 100 marks in 180 minutes, aim for roughly 1.5 to 1.8 minutes per mark, and keep 10 to 15 minutes at the end for review.
Do not spend extra time on one question. If you are stuck, write what you know, leave space, and return later.
For case-based questions, spend the first minute listing the facts and the section that applies. Then write. This avoids rewriting.
Keep answers in a clear order: provision, application, conclusion. Short paragraphs and bullet points are faster to write and easier to mark.
Attempt every question. There is no negative marking, and partial answers with correct provisions still earn marks.

Mistakes that cost marks in Company Law and Practice

Reading the Act without practising written answers
Fix: Write answers by hand every week. Time yourself and check each answer against the provision and conditions.
Getting numbers and time limits wrong
Fix: Keep a one-page number table, revise it daily, and test yourself with flash cards.
Skipping the conclusion in case-based questions
Fix: End each answer with one clear sentence that decides the issue, such as whether the act is valid or what the company must do.
Using outdated study material
Fix: Use material matching the current syllabus and check ICSI updates before the exam.
Ignoring Part II topics because Part I is bigger
Fix: Part II carries 40 marks and is highly scoring if you learn meetings and director rules well. Give it a full share of your revision.
Writing long general answers without citing the Act
Fix: Cite the Act and section where you are sure of it. Where unsure, name the provision and state the rule correctly in plain words.

Company Law and Practice: frequently asked questions

How many marks is the Company Law and Practice paper?

Paper 2 is 100 marks. Part I, Company Law - Principles and Concepts, carries 60 marks, and Part II, Company Administration and Meetings, carries 40 marks. It is a written paper of 3 hours.

Is there any MCQ or negative marking in Paper 2?

No. Every paper at CS Executive is descriptive, with no MCQ or OMR section and no negative marking. You should attempt every question.

What is the pass mark for this paper?

You need at least 40% in each paper and 50% in the aggregate of the group at one sitting. If you fail the group but score 60% or more in a paper and at least 25% in each other paper of the group, you can claim exemption from that paper in later attempts.

Which law is Paper 2 based on?

It is based on the Companies Act, 2013 and the related rules, as taught in the ICSI study material. Use material that reflects the current syllabus, since some lessons were removed from December 2025.

How should I start preparing for Company Law and Practice?

Begin with Introduction to Company Law and the types of companies, then move through the chapters in order. Summarise each provision, build a number table, and practise writing answers in the provision, application and conclusion format.