CS Professional · Paper 6
CS Professional Corporate Restructuring, Valuation and Insolvency Paper Guide
Paper 6 is a 100-mark, 3-hour written paper with three parts: Corporate Restructuring (40), Valuation (20) and Insolvency, Liquidation and Winding Up (40). You score by stating the provision, applying it to the facts, and giving a clear conclusion. Add the correct process steps, forms and timelines where the question asks for them.
Paper 6 is in Group 2 of CS Professional. It carries 100 marks: Corporate Restructuring 40, Valuation 20, and Insolvency, Liquidation and Winding Up 40. It is a descriptive paper of 3 hours, with 15 extra minutes for reading the question paper. There are no MCQs and no negative marking.
The paper tests whether you can handle a restructuring or insolvency situation like a practising Company Secretary. Questions are usually case-based. You get a set of facts about a company, such as a merger between two Indian companies or a default on a loan. You must name the provision, apply it to the facts, and reach a conclusion. Expect to explain procedure, regulatory approvals, documents to be drafted, and the roles of the Tribunal, creditors and professionals.
Students usually score well when they know the sequence of each process: who files, before whom, within what time, and with what approvals. They lose marks when they memorise sections without applying them, or when they skip the valuation numbers. Valuation is the smallest part but it is where a prepared student can collect near-full marks, because methods and calculations reward practice. To pass the group you need at least 40% in each paper and 50% in the aggregate of the group at one sitting.
Corporate Restructuring, Valuation and Insolvency: chapters and topics
Part I: Corporate Restructuring
Types of Corporate Restructuring
Part I: Corporate Restructuring
Acquisition of Company or Business
Part I: Corporate Restructuring
Planning and Strategy
Part I: Corporate Restructuring
Process of M&A Transactions
Part I: Corporate Restructuring
Documentation - Merger and Amalgamation
- Documentation Framework for Mergers and Amalgamations
- Preliminary Documents: MOU, Due Diligence and Valuation Report
- Scheme of Amalgamation: Contents and Drafting
- Board and Shareholder Approvals and Notices
- Tribunal Petitions, Affidavits and Orders
- Section 240: Liability of Officers for Pre-Merger Offences
Part I: Corporate Restructuring
Accounting in Corporate Restructuring: Concept and Accounting Treatment
- Accounting for Corporate Restructuring: Overview
- Ind AS 103 Business Combinations
- Common Control Business Combinations (Appendix C)
- AS 14 Amalgamation: Purchase vs Pooling Method
- Accounting Entries and Illustrations on Amalgamation
- Accounting for Demerger and Reconstruction
- Accounting for Slump Sale and Asset Sale
Part I: Corporate Restructuring
Taxation and Stamp Duty Aspects of Corporate Restructuring
Part I: Corporate Restructuring
Regulation of Combinations
Part I: Corporate Restructuring
Regulatory Approvals of Scheme
Part I: Corporate Restructuring
Fast Track Mergers
Part I: Corporate Restructuring
Cross Border Mergers
- Cross Border Mergers: Meaning and Concept
- Section 234 of Companies Act, 2013
- Companies (Compromises, Arrangements and Amalgamations) Rules: Rule 25A
- RBI Approval and FEMA Cross Border Merger Regulations
- Valuation, Consideration and Tax Aspects of Cross Border Mergers
- Global Practices and Case Studies of Cross Border Mergers
Part II: Valuation
Overview of Business Valuation
Part II: Valuation
Valuation of Business and Assets for Corporate Restructuring
- Concept and Need for Business Valuation
- Valuation Approaches: Asset, Income and Market
- Discounted Cash Flow Method
- Relative Valuation and Market Multiples
- Net Asset Value and Other Asset-Based Methods
- Valuation of Intangible Assets and Intellectual Property
- Valuation Standards, Registered Valuers and Regulatory Framework
- Valuation in Mergers, Demergers and Share Exchange Ratio
Part III: Insolvency, Liquidation and Winding Up
Insolvency
Part III: Insolvency, Liquidation and Winding Up
Application for Corporate Insolvency Resolution Process
Part III: Insolvency, Liquidation and Winding Up
Role, Functions and Duties of IP, IRP and RP
- Insolvency Professionals: Registration and Regulation
- Functions and Obligations of Insolvency Professionals
- Interim Resolution Professional: Appointment and Duties
- Resolution Professional: Appointment, Powers and Duties
- Liquidator and Bankruptcy Trustee: Roles and Duties
- Standard of Conduct and Code of Conduct for IPs
Part III: Insolvency, Liquidation and Winding Up
Resolution Strategies
Part III: Insolvency, Liquidation and Winding Up
Convening and Conduct of Meetings of Committee of Creditors
Part III: Insolvency, Liquidation and Winding Up
Preparation and Approval of Resolution Plan
Part III: Insolvency, Liquidation and Winding Up
Pre-Packaged Insolvency Resolution Process
Part III: Insolvency, Liquidation and Winding Up
Cross Border Insolvency
- Introduction to Cross Border Insolvency
- Cross Border Insolvency under IBC, 2016 (Sections 234 and 235)
- UNCITRAL Model Law on Cross Border Insolvency
- Insolvency Law Committee Report and Proposed Framework for India
- Role of Insolvency Professionals in Cross Border Cases
- Cooperation, Recognition and Landmark Cases
Part III: Insolvency, Liquidation and Winding Up
Liquidation on or after Failing of Resolution Plan
Part III: Insolvency, Liquidation and Winding Up
Voluntary Liquidation
Part III: Insolvency, Liquidation and Winding Up
Debt Recovery and SARFAESI
- Debt Recovery Tribunals under the RDB Act, 1993
- DRT Procedure: Application, Recovery Certificate and Recovery Officer
- Appeals under the RDB Act: Appellate Tribunal and Pre-deposit
- SARFAESI Act: Securitisation and Asset Reconstruction Companies
- Enforcement of Security Interest and Section 13 Notice
- Appeals, Central Registry and Miscellaneous SARFAESI Provisions
Part III: Insolvency, Liquidation and Winding Up
Winding-up by Tribunal under the Companies Act, 2013
- Modes of Winding Up and Tribunal Jurisdiction
- Grounds for Winding Up by Tribunal
- Petition for Winding Up and Who Can File
- Winding-up Order and Its Consequences
- Company Liquidator and Committee of Inspection
- Statement of Affairs, Reports and Realisation of Assets
- Preferential Payments, Insolvency Rules and Priority of Debts
- Offences, Dissolution and Closure of Winding Up
Part III: Insolvency, Liquidation and Winding Up
Strike Off and Restoration of Name of the Company and LLP
- Strike Off of Company Name under Section 248
- Procedure and Conditions for Voluntary Strike Off
- Effect of Strike Off and Liability of Directors
- Restoration of Company Name by NCLT under Section 252
- Strike Off and Restoration for Limited Liability Partnerships
- Strike Off of Producer Company under Section 378ZP
How to prepare Corporate Restructuring, Valuation and Insolvency
This paper is process-heavy and spread over 26 chapters. Plan your preparation around the three parts and learn each process as a sequence you can write out from memory.
- Split the syllabus into its three parts: restructuring (merger, acquisition, regulation, approvals, fast track, cross border), valuation, and insolvency with liquidation and winding up. Set study time in proportion to marks, but do not skip any part.
- Read the current text of the Companies Act, 2013 provisions on compromises, arrangements and amalgamations, the Insolvency and Bankruptcy Code, 2016, and the related rules and regulations. Always study the latest amended version, not older notes.
- For every process, build a one-page flow: trigger, who applies, forum, documents, timelines, approvals, outcome. Do this for a scheme of arrangement, fast track merger, CIRP, pre-packaged process, voluntary liquidation and winding-up by Tribunal. Rewrite each flow without looking until you can do it cold.
- Study the restructuring chapters together: types, acquisition, planning, M&A process, documentation, accounting, tax and stamp duty, combinations and approvals. Link them in one story, from deciding on a deal to getting the order registered.
- Practise valuation by hand. Learn each method, when it suits, and its limits. Solve numerical problems step by step, and write the assumptions and the final value clearly.
- Treat the insolvency chapters as one timeline: application, moratorium, role of IRP and RP, committee of creditors meetings, resolution plan, approval, then liquidation if it fails. Add the related routes: debt recovery and SARFAESI, strike off and restoration of names.
- Draft the documents the syllabus covers, such as notices, resolutions, scheme terms and applications. Write short drafts in your own words so you remember the key clauses.
- In the last weeks, solve past papers and mock cases in full 3-hour sittings. For each answer, check that you stated the provision, applied the facts and gave a conclusion. Revise your flows and amendments last.
Time management in the exam
- Use the 15 minutes of reading time to pick the questions you know best and to mark which ones are case-based and which are numerical.
- Split time by marks. Roughly 1.8 minutes per mark leaves a small buffer for review. Do not spend 30 minutes on a 10-mark answer.
- Attempt the valuation numerical early if you are confident. It is quick to check and the marks are easy to secure.
- For case questions, spend the first two minutes listing the facts and the provision that applies. Then write: law, application, conclusion.
- Keep the last 10 to 15 minutes for review. Check that every sub-part is answered, numbers are carried correctly, and timelines are stated.
- If you get stuck on a section number, write the rule in plain words and move on. A correct rule applied well earns more than a blank.
Mistakes that cost marks in Corporate Restructuring, Valuation and Insolvency
Memorising provisions without applying them to the facts
Fix: Practise case-based answers. Write each answer in three parts: the rule, the analysis of the given facts, and a clear conclusion.
Using outdated law or old amendments
Fix: Study from the latest bare Acts, rules and regulations. Note amendments with dates and check your notes against the current text.
Mixing up timelines and who files what
Fix: Keep a comparison sheet for each process: applicant, forum, time limits, approval threshold. Revise it often.
Neglecting valuation because it carries fewer marks
Fix: Practise a few problems on each method until you can finish them in time. This part rewards steady practice.
Writing long theory with no conclusion or practical point
Fix: Answer the question directly. Add the practical step, such as the form to file, the approval needed or the document to draft, and end with a conclusion.
Treating the chapters as separate topics
Fix: Connect them. A merger question may touch approvals, accounting, tax and stamp duty together. An insolvency question may move from CIRP to liquidation. Study the full journey.
Corporate Restructuring, Valuation and Insolvency: frequently asked questions
How many marks does each part of Paper 6 carry?
Corporate Restructuring carries 40 marks, Valuation 20 marks, and Insolvency, Liquidation and Winding Up 40 marks. The paper is of 100 marks in total. Prepare all three parts, because you need at least 40% in the paper to pass.
Is Paper 6 an MCQ paper or a written paper?
It is a descriptive written paper of 3 hours, with 15 extra minutes for reading the question paper. There are no MCQs and no negative marking. Answers are judged on law, application and conclusion.
Which law should I study for the insolvency part?
Study the Insolvency and Bankruptcy Code, 2016 with the related rules and regulations, in their latest amended form. Also cover the Companies Act, 2013 provisions on winding-up by Tribunal, and the debt recovery and SARFAESI framework.
How should I prepare for the valuation part?
Learn each valuation method, when it fits and what its limits are. Then solve numerical problems by hand, showing every step and your assumptions. Regular practice is the only reliable way to be fast and accurate here.