CS Professional · Paper 2
Drafting, Pleadings and Appearances: CS Professional Paper 2 Guide
Drafting, Pleadings and Appearances is Paper 2 of CS Professional Group 1. It is a 100-mark, 3-hour written paper: Drafting and Conveyancing carries 70 marks and Pleadings and Appearances 30. You solve it by learning document formats, applying the law to the facts given, and writing clear drafts and reasoned answers.
This paper tests whether you can produce usable legal documents and argue a position, not whether you can recall definitions. Drafting and Conveyancing carries 70 marks and Pleadings and Appearances carries 30. The 14 chapters run from types of documents and drafting principles, through agreements, deeds, commercial contracts and Companies Act documents, to opinion writing, pleadings, advocacy and appearances before the NCLT, SEBI authorities and other regulators.
The paper is written and case-based. A typical question gives you facts, such as a company in Pune that wants to lease a factory or a director facing a notice. You then draft a document, write an opinion, or prepare a petition. Marks follow a clear pattern: the correct provision, analysis of the facts, a conclusion, and a draft with the right structure and clauses.
Students usually score well when they practise writing drafts by hand and poorly when they only read. Drafting is a skill, so it improves with repetition. Because Drafting and Conveyancing is the larger part, a good grip on formats and clauses secures most of your marks. The 30-mark Pleadings and Appearances part rewards knowing procedure: who files what, before which forum, in what order. Remember the pass rule: you need at least 40% in this paper and 50% in the aggregate of the group.
Drafting, Pleadings and Appearances: chapters and topics
Part I: Drafting and Conveyancing
Types of Documents
Part I: Drafting and Conveyancing
General Principles of Drafting
Part I: Drafting and Conveyancing
Laws relating to Drafting and Conveyancing
- Basics of Drafting and Conveyancing
- Indian Stamp Act, 1899: Stamp Duty and Instruments
- Adjudication, Impounding and Penalties for Unstamped Documents
- Registration Act, 1908: Compulsory and Optional Registration
- Effect of Registration and Non-Registration
- Transfer of Property Act, 1882: Transfers and Modes
Part I: Drafting and Conveyancing
Drafting of Agreements, Deeds and Documents
- Essentials of a Valid Agreement and Contract
- Structure and Parts of a Deed or Agreement
- Drafting Mortgage Deeds and Mortgage by Deposit of Title-Deeds
- Registration of Documents and Effect Against Oral Agreements
- Stamp Duty on Agreements, Deeds and Instruments
- Rights to Inspection and Production of Documents
Part I: Drafting and Conveyancing
Drafting of Commercial Contracts
Part I: Drafting and Conveyancing
Documents under Companies Act, 2013
Part I: Drafting and Conveyancing
Art of Opinion Writing
Part I: Drafting and Conveyancing
Commercial Contract Management
Part II: Pleadings and Appearances
Judicial and Administrative Framework
Part II: Pleadings and Appearances
Pleadings
Part II: Pleadings and Appearances
Art of Advocacy and Appearances
Part II: Pleadings and Appearances
Applications, Petitions and Appeals under Companies Act, 2013
- Drafting of Applications under the Companies Act, 2013
- Drafting of Petitions before the National Company Law Tribunal
- Fees on Applications and Conditions of Approval (Section 459)
- Applications to Central Government and Regional Director
- Appeals to NCLAT and the Supreme Court
- Appeals from Orders Made Before Commencement (Section 303)
Part II: Pleadings and Appearances
Adjudications and Appeals under SEBI Laws
Part II: Pleadings and Appearances
Appearance before other Regulatory and Quasi-judicial Authorities
- Appearance before NCLT under the Insolvency and Bankruptcy Code
- Duties of Resolution Professional under Section 25 of IBC
- Appearance before the Competition Commission under Section 35
- Competition Act Proceedings and Practice before the CCI
- Complaints under the Consumer Protection Act, 2019
- Central Consumer Protection Authority and Regulatory Powers
How to prepare Drafting, Pleadings and Appearances
Build the paper in layers: first the law and format, then writing practice, then timed full-length drafts. Start from the 70-mark part, but do not leave pleadings to the last week.
- Read the syllabus once and group the 14 chapters into two blocks: Drafting and Conveyancing (the first nine chapters, from types of documents to commercial contract management) and Pleadings and Appearances (the remaining chapters, from the judicial framework onwards). Check ICSI's current chapter split and allotments in the study material.
- Learn the general principles of drafting and the laws behind it first. Every later chapter relies on them. Make a one-page list of the elements of a valid contract, stamping and registration points, and the drafting rules you must follow in every document.
- For each agreement or deed, build a skeleton: title, parties, recitals, operative clauses, boilerplate, execution and attestation. Learn the typical clauses for each type, such as lease, sale deed, NDA, shareholders' agreement and power of attorney. Then draft each one from memory.
- For Companies Act documents, such as notices, resolutions, minutes and statutory forms, learn the required contents and the timelines. Practise writing a notice of a board meeting or a special resolution with proper wording, as a drafting question may ask for the full text.
- Practise opinion writing in a fixed format: facts, issue, relevant provision, analysis, conclusion. Take a past or self-made fact pattern and write a one-page opinion. Keep the conclusion direct and supported by the provision.
- For pleadings and appearances, map the forums: courts, NCLT, NCLAT, SEBI adjudicating officers and the Securities Appellate Tribunal, and other regulators. For each, note what is filed, who may appear, the time limit and the appeal route. Confirm each point from the official text before relying on it.
- Revise with cases. Pick one fact-based question per chapter and answer it fully by hand. Compare your answer with the provision and fix gaps in structure, not only in content.
- In the last three weeks, attempt full 3-hour papers under timed conditions. Include a reading period of 15 minutes. Review where you lost time and where your drafts were thin, then fix those chapters.
Time management in the exam
- Use the extra 15 minutes of reading time to choose questions and to mark the facts in each case. Note the party names, dates, amounts and the exact task asked.
- Allot time by marks. Roughly one minute and a half per mark leaves a little buffer for revision. A 14-mark drafting answer deserves about 20 minutes, not 35.
- Start with the questions where you know the format best. A clean draft early in the paper builds confidence and secures marks.
- Spend the first two or three minutes of each answer on a rough outline: the provision, key facts and the clauses you will include. This stops you from repeating points or missing a clause.
- Write drafts in a tidy, numbered layout, since neat structure is faster to write and easier to mark. Do not recopy a draft.
- Keep the last 10 minutes to check names, dates, amounts and signatures blocks, and to finish any unfinished conclusion.
Mistakes that cost marks in Drafting, Pleadings and Appearances
Writing theory instead of the document asked for
Fix: When the question says draft, deliver the document: title, parties, recitals, clauses and execution block. Add a brief note on the law only if it helps.
Ignoring the facts given in the question
Fix: Underline names, amounts, dates and conditions during reading time, and use each of them in the draft or the opinion. Facts decide the answer.
Missing key clauses and boilerplate
Fix: Keep a checklist for each document type and run through it before you finish. Practise writing those clauses from memory.
Weak or no conclusion in opinions and case answers
Fix: Follow provision, analysis, conclusion every time. State your conclusion in one or two clear sentences, even if you also note a risk.
Treating pleadings and appearances as a minor section
Fix: Study it alongside the drafting chapters. Know the forum, the document filed, the time limit and the appeal route for each authority, and practise short pleadings.
Using outdated or loosely recalled legal provisions
Fix: Study from the current ICSI material and the official text of each law. Cite a section only when you are sure of it, and otherwise state the rule in plain words.
Drafting, Pleadings and Appearances: frequently asked questions
How many marks is the Drafting, Pleadings and Appearances paper and how is it split?
It is Paper 2 of CS Professional, carrying 100 marks. Drafting and Conveyancing carries 70 marks and Pleadings and Appearances carries 30 marks. The exam is a 3-hour descriptive paper, with 15 extra minutes to read the question paper.
Is this paper open book?
No. The open book examination applies to the elective papers, not to Paper 2. You need to learn formats, clauses and procedures for this paper.
How do I practise drafting for the exam?
Pick a document type, recall its structure, and write it out by hand without notes. Then compare it with the study material and add missing clauses. Repeat this for each major agreement, deed and Companies Act document.
What marks do I need to pass this paper?
You need at least 40% in the paper and 50% in the aggregate of Group 1 at one sitting. There is no negative marking, so attempt every question.