CS Executive · June 2026 · Paper 2
CS Executive Company Law and Practice June 2026: 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 | Change of company name: ROC approval where annual return filing is pending | Memorandum and Articles of Association and its Alteration |
| 1(b) | 3 | Using a dormant company to hold intellectual property and land for a future project | Dormant Company |
| 1(c) | 3 | Meaning of listed company; effect of listing only non-convertible redeemable preference shares | Legal Status and Types of Registered Companies |
| 1(d) | 3 | Company as a legal person seeking injunction against defamatory publication | Legal Status and Types of Registered Companies |
| 1(e) | 3 | CARO 2020 applicability and auditor reporting on physical verification of inventory | Accounts and Auditors |
| 2(a) | 3 | Partial release of a charge covering multiple properties and ROC satisfaction | Charges |
| 2(b) | 3 | Whether transfer of profits to reserves is mandatory before declaring final dividend | Distribution of Profits |
| 2(c) | 3 | Debenture holder's right to copies of the register of members; fees and timeline | Members and Shareholders |
| 2(d)(i) | 1 | Time limit to complete allotment in a preferential issue by an unlisted company | Share and Share Capital - Concepts |
| 2(d)(ii) | 2 | Pricing of equity shares arising on conversion of preferentially issued convertibles | Share and Share Capital - Concepts |
| 2(e) | 3 | Time limit for register entries after forfeiture and authority to authenticate them | Members and Shareholders |
| 3(a) | 5 | Validity of board power under articles to expel a member | Members and Shareholders |
| 3(b) | 5 | Limits on a private company accepting deposits from members | Debt Instruments - Concepts |
| 3(c)(i) | 3 | Disqualifications for appointment as debenture trustee: indebtedness and relationship with officers | Debt Instruments - Concepts |
| 3(c)(ii) | 2 | Removal of a debenture trustee and filling a casual vacancy | Debt Instruments - Concepts |
| 4(a) | 5 | Redeeming preference shares by issuing further redeemable preference shares when funds are short | Share and Share Capital - Concepts |
| 4(b) | 5 | Applicability thresholds for mandatory internal audit across listed and unlisted companies | Accounts and Auditors |
| 4(c) | 5 | Interim dividend amid current-period losses and rate cap based on past dividends | Distribution of Profits |
| 4A(i) | 5 | Disclosures by affidavit when applying to the Tribunal for a creditors' compromise | Compromise, Arrangement and Amalgamations - Concepts |
| 4A(ii) | 5 | Maximum buy-back with shareholder approval under capital-plus-reserves and debt-equity limits | Share and Share Capital - Concepts |
| 4A(iii)(a) | 3 | Whether a contractual arrangement over output creates an associate company relationship | Legal Status and Types of Registered Companies |
| 4A(iii)(b) | 2 | Situations where a company is liable for torts of its employees | Legal Status and Types of Registered Companies |
| 5(a) | 5 | Filling a casual vacancy of a general-meeting appointee and tenure of the new director | Directors |
| 5(b) | 5 | Board quorum where alternate directors attend; effect of a higher quorum in articles | Meetings of Board and its Committees |
| 5(c) | 5 | Computing net profit under Section 198 for managerial remuneration | Key Managerial Personnel and their Remuneration |
| 5(d) | 3 | Chairman adjourning a disorderly meeting under secretarial standards; no quorum at adjourned meeting | General Meetings |
| 5(e) | 2 | Director holding more than one DIN and corrective action | Directors |
| 6(a) | 5 | Alternate director for an absent director; drafting the board resolution | Directors |
| 6(b) | 5 | Drafting a board resolution to open a designated foreign contribution bank account | Meetings of Board and its Committees |
| 6(c) | 5 | Drafting a general meeting notice with resolution for consolidation of shares | General Meetings |
| 6(d) | 5 | When directors can require a circular resolution to go to a board meeting; drafting | Meetings of Board and its Committees |
| 6A(i) | 5 | Compensation for loss of office and its exclusion on resignation | Key Managerial Personnel and their Remuneration |
| 6A(ii) | 5 | CSR committee composition, quorum, functions, meetings and chair for a private company | Meetings of Board and its Committees |
| 6A(iii) | 5 | Inspection of annual return by non-members and evidentiary value of copies | Annual Report - Concepts |
| 6A(iv) | 5 | Exemption from online proficiency test for independent directors' data bank | Directors |
What stood out
- Two case studies carry 35 marks: the Part I case (Q1, 5 parts of 3 marks) spans five different chapters, and the Part II integrated case (Q5) carries 20 marks.
- Board and director topics dominate: Meetings of Board and its Committees (20 marks) and Directors (17 marks) lead when alternatives are included.
- All four parts of Q6 require drafting skills, such as board resolutions, a circular resolution and a general meeting notice.
- The paper is application-heavy: 20 of 35 listed parts are practical and 10 are case-based, with only 5 theory parts.
- Several parts need computation within law: deposit limits, maximum buy-back, interim dividend rate and net profit for managerial remuneration.
Practise the chapters that carried the marks
Meetings of Board and its Committees, Directors, Share and Share Capital - Concepts: study guides and practice questions in the CS Executive format.