CS Executive · June 2025 · Paper 2
CS Executive Company Law and Practice June 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 | Transposition of names of joint holders in the register and whether a transfer instrument is needed | Members and Shareholders |
| 1(b) | 3 | Availability of a proposed company name containing restricted words for a new group company | Memorandum and Articles of Association and its Alteration |
| 1(c) | 3 | Member right to inspect the register of deposits without stating reasons | Debt Instruments - Concepts |
| 1(d) | 3 | Auditor rotation: whether an audit firm can be reappointed based on company thresholds and tenure | Accounts and Auditors |
| 1(e) | 3 | Verification of the instrument evidencing creation of charge when filed with the Registrar | Charges |
| 2(a) | 3 | Locus of an independent director to petition for oppression and mismanagement; judicial meaning of the terms | Members and Shareholders |
| 2(b) | 3 | Whether a private company financial statement e-form needs professional certification and who may certify | Accounts and Auditors |
| 2(c) | 3 | Consequences of incorporation obtained by false information or fraud and meaning of fraud | Legal Status and Types of Registered Companies |
| 2(d) | 3 | Pre-certification of e-forms, straight-through processing and liability for false certification by professionals | Introduction to Company Law |
| 2(e) | 3 | Removal of a statutory auditor before term: required resolution and Central Government approval | Accounts and Auditors |
| 3(a) | 5 | Declaring dividend out of accumulated reserves in a loss year: conditions and computation of permissible rate | Distribution of Profits |
| 3(b) | 5 | Separate legal entity: whether shareholder-directors may use company funds for personal expenses | Introduction to Company Law |
| 3(c) | 5 | Dormant company status: minimum board meetings, eligibility bars and attachments to the application | Dormant Company |
| 4(a) | 5 | Who is a member: subscribers, minors, transferees with lost documents, insolvent holders and debenture holders | Members and Shareholders |
| 4(b) | 5 | Rights issue: offer period and deemed right of renunciation in an unlisted company | Share and Share Capital - Concepts |
| 4(c) | 5 | Tribunal power to restrict further issue of securities during an ownership investigation and penalty for breach | Share and Share Capital - Concepts |
| 4A(i) | 5 | Time limit for issuing share certificates to subscribers and validity of penalty for delay | Share and Share Capital - Concepts |
| 4A(ii) | 5 | Class action by depositors: minimum number required and costs for a frivolous application | Members and Shareholders |
| 4A(iii) | 5 | Cost auditor appointment, cost audit report format and filing of explanations on qualifications | Accounts and Auditors |
| 5(a) | 5 | Deemed reappointment of retiring directors at an adjourned AGM and effect of resolutions being lost | Directors |
| 5(b) | 5 | Limits on number of directorships including alternate directorships and practising professionals | Directors |
| 5(c) | 5 | Inter-corporate loan limits and exemption for loans to a wholly owned subsidiary | Board Composition and Powers of the Board |
| 5(d) | 3 | Entitlement of a government nominee to notice of general meeting where a State holds shares | General Meetings |
| 5(e) | 2 | Director right to inspect minutes of board meetings held before his appointment | Meetings of Board and its Committees |
| 6(a) | 5 | CSR applicability, committee requirement, minimum spend and penalty for non-spending | Meetings of Board and its Committees |
| 6(b) | 5 | Demand for poll, scrutinizer report timing and preservation of postal ballot papers | General Meetings |
| 6(c) | 5 | Drafting a members resolution authorising creation of security on company property for lenders | Board Composition and Powers of the Board |
| 6(d) | 5 | Drafting a board resolution for abridged annual report; removal of a company secretary in employment | Annual Report - Concepts |
| 6A(i) | 5 | True or false statements on KMP appointment authority, applicability thresholds, vacancy filling and exemptions | Key Managerial Personnel and their Remuneration |
| 6A(ii) | 5 | Directors responsibility statement and certification of annual return by a practising company secretary | Annual Report - Concepts |
| 6A(iii) | 5 | Drafting a proxy form with explanatory notes for a general meeting | General Meetings |
| 6A(iv) | 5 | Sitting fee ceilings for different director categories and refund of excess managerial remuneration | Key Managerial Personnel and their Remuneration |
What stood out
- Two integrated case studies carry 35 marks: Q1 (15 marks, five 3-mark parts) in Part I and Q5 (20 marks) in Part II, spanning members, names, deposits, audit, charges, directors, loans and meetings.
- Accounts and Auditors and Members and Shareholders are the most frequent chapters with 4 listed parts each (auditor rotation, certification, removal, cost audit; membership, oppression, class action), followed by Share Capital with 3.
- Drafting is a distinct component: a charge resolution, an abridged annual report resolution and a proxy form appear in Q6 and Q6A.
- Computation appears in only two places: dividend out of reserves in a loss year (Q3(a)) and CSR spend and penalty (Q6(a)).
- Q6(d) as printed combines a drafting task and a separate removal-of-company-secretary problem under a single 5-mark allotment; it is listed here as one part.
Practise the chapters that carried the marks
Members and Shareholders, Share and Share Capital - Concepts, Accounts and Auditors: study guides and practice questions in the CS Executive format.