CS Executive · December 2025 · Paper 2
CS Executive Company Law and Practice December 2025: paper analysis
Our own analysis of the official paper, as of 12 October 2026. The questions and answers belong to ICSI; read them on ICSI's website.
Chapter-wise marks
Where the marks were in this paper (out of 100; internal-choice alternatives not double counted).
What each question tested
In our words, by question number. Open the official paper for the full question.
| Q | Marks | Tests | Chapter |
|---|---|---|---|
| 1(a) | 3 | Penal consequences of failing to pay preference dividend within statutory time when lender restricts payment | Distribution of Profits |
| 1(b) | 3 | Annual and per-instance limits on closure of register of members | Members and Shareholders |
| 1(c) | 3 | Competing transmission claims: surviving joint holder versus legal representative of deceased member | Members and Shareholders |
| 1(d) | 3 | Prohibited non-audit services by auditor to holding or subsidiary company | Accounts and Auditors |
| 1(e) | 3 | Validity of article alteration compelling transfer of shares by competing members | Memorandum and Articles of Association and its Alteration |
| 2(a) | 3 | Conditions for a private company accepting deposits from members | Debt Instruments - Concepts |
| 2(b) | 3 | Lifting corporate veil where company is used to evade welfare legislation | Legal Status and Types of Registered Companies |
| 2(c) | 3 | Dormant company: allotment of securities, annual return and reverting to active status | Dormant Company |
| 2(d) | 3 | Company seeking Tribunal orders on significant beneficial owner information from a non-member | Members and Shareholders |
| 2(e) | 3 | Auditor unwilling to continue after reappointment: casual vacancy and filling procedure | Accounts and Auditors |
| 3(a) | 5 | Non-payment of declared dividend due to entitlement dispute as exception to penal liability | Distribution of Profits |
| 3(b) | 5 | Loan from employee at low interest: whether it is a deposit and its consequences | Debt Instruments - Concepts |
| 3(c) | 5 | Centre for Processing Accelerated Corporate Exit: legal basis, location, commencement and benefits | Introduction to Company Law |
| 4(a) | 5 | Issue and signing of share certificates after allotment and position for dematerialised shares | Share and Share Capital - Concepts |
| 4(b) | 5 | Applicability of XBRL filing based on listing, turnover, capital and sector exclusions | Annual Report - Concepts |
| 4(c) | 5 | Refusal to register charge after extended period and priority consequences of non-registration | Charges |
| 4A(i) | 5 | Preservation of books of amalgamated company and continuing liability of officers in default | Compromise, Arrangement and Amalgamations - Concepts |
| 4A(ii) | 5 | Negligence and forgery as exceptions to the doctrine of indoor management | Legal Status and Types of Registered Companies |
| 4A(iii) | 5 | Conversion of public into private company: member count exclusions and procedure | Legal Status and Types of Registered Companies |
| 5(a) | 5 | Related party appointment to office or place of profit and relative of a director holding office | Key Managerial Personnel and their Remuneration |
| 5(b) | 5 | Overall and individual managerial remuneration limits for managing and other directors | Key Managerial Personnel and their Remuneration |
| 5(c) | 5 | Mandatory woman director and independent director requirements for unlisted public company | Board Composition and Powers of the Board |
| 5(d) | 5 | Clear days notice for AGM and deemed service when sent by post | General Meetings |
| 6(a) | 5 | Drafting notice of an audit committee meeting | Meetings of Board and its Committees |
| 6(b) | 5 | Drafting special resolution for second-term reappointment of an independent director in listed company | Directors |
| 6(c) | 5 | Drafting EGM notice with explanatory statement for reduction of share capital | Share and Share Capital - Concepts |
| 6(d) | 5 | Drafting board minutes approving alteration of object clause | Meetings of Board and its Committees |
| 6A(i) | 5 | Lease of an undertaking: threshold test, special resolution and postal ballot requirement | Board Composition and Powers of the Board |
| 6A(ii) | 5 | Board report disclosure of employee remuneration above limits including relatives holding shares | Annual Report - Concepts |
| 6A(iii) | 5 | Filing of annual return with Registrar and its availability for inspection | Annual Report - Concepts |
| 6A(iv)(a) | 3 | Inspection of registers during AGM held through video conference when records are not electronic | General Meetings |
| 6A(iv)(b) | 2 | Conditions for excluding professional fees of a director from remuneration limits | Key Managerial Personnel and their Remuneration |
What stood out
- Two integrated case studies (Q1 and Q5) together carried 35 marks, covering dividend, register closure, transmission, auditor services, articles, KMP appointments and managerial remuneration.
- Drafting is a fixed feature: all four parts of Q6 (20 marks) asked for notices, resolutions or minutes, while 6A offered problem-based alternatives instead.
- Coverage was broad rather than deep: entries span many chapters, with Members and Shareholders, Key Managerial Personnel and their Remuneration and Annual Report each getting three or more entries.
- Recent institutional changes were tested directly, including the C-PACE exit processing centre and significant beneficial owner investigations.
- Most sub-questions are fact-based problems; pure theory was limited to veil lifting, C-PACE, amalgamation records, indoor management and annual return filing.
Practise the chapters that carried the marks
Annual Report - Concepts, Legal Status and Types of Registered Companies, Key Managerial Personnel and their Remuneration: study guides and practice questions in the CS Executive format.