CS Professional · December 2025 · Paper 6
CS Professional Corporate Restructuring, Valuation and Insolvency 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) | 5 | Full divestiture versus equity carve-out for a non-core unit, and presenting a debt, buyback and acquisition plan | Types of Corporate Restructuring |
| 1(b) | 5 | Extinguishment and physical destruction of bought-back securities under SEBI buyback regulations | Types of Corporate Restructuring |
| 1(c) | 5 | Economic, commercial and legal factors to weigh before initiating a merger or amalgamation | Planning and Strategy |
| 1(d) | 5 | Indemnification asset in business combination accounting: computation, recognition conditions and treatment | Accounting in Corporate Restructuring: Concept and Accounting Treatment |
| 2(a) | 5 | Deriving maximum permissible non-public shareholding from minimum public shareholding norms and testing compliance | Acquisition of Company or Business |
| 2(b) | 5 | Inter-se promoter transfer crossing the 25 percent takeover threshold: open offer trigger, with case law | Acquisition of Company or Business |
| 2(c) | 5 | Who files the second motion petition for sanction of a scheme and the time limit | Documentation - Merger and Amalgamation |
| 2(d) | 5 | Classifying companies as small companies under the revised paid-up capital and turnover thresholds | Fast Track Mergers |
| 2A(i) | 5 | FEMA and Competition Act compliance for cross border mergers beyond the Companies Act | Cross Border Mergers |
| 2A(ii) | 5 | Applicability of Ind AS 103 to demerger transactions | Accounting in Corporate Restructuring: Concept and Accounting Treatment |
| 2A(iii) | 5 | Legal framework for variation of shareholder class rights and minority remedies | Types of Corporate Restructuring |
| 2A(iv) | 5 | Capital gains exemption on transfer of Indian company shares between foreign companies in a demerger | Taxation and Stamp Duty Aspects of Corporate Restructuring |
| 3(a) | 5 | Registered valuer failing to disclose a relative interest: consequences and limitation under section 247 | Valuation of Business and Assets for Corporate Restructuring |
| 3(b) | 5 | Business valuation using discounted cash flow with terminal value | Valuation of Business and Assets for Corporate Restructuring |
| 4(a) | 5 | Cost approach to business valuation and circumstances in which valuers use it | Overview of Business Valuation |
| 4(b) | 5 | Cash acquisition with synergy: consideration, target shareholder premium and acquirer gain | Valuation of Business and Assets for Corporate Restructuring |
| 5(a) | 5 | Moratorium versus sovereign decisions on mining lease extension during CIRP, with case law | Application for Corporate Insolvency Resolution Process |
| 5(b) | 5 | Whether an interest-bearing security deposit under a distribution agreement is financial debt | Insolvency |
| 5(c) | 5 | IBBI circular enabling asset auctions through a bank-run e-auction platform | Liquidation on or after Failing of Resolution Plan |
| 5(d) | 5 | Exceptions to moratorium under section 14(3) and its non-application to personal guarantors | Application for Corporate Insolvency Resolution Process |
| 6(a) | 5 | Effect of assignment of debt to an ARC without notice to borrower under SARFAESI section 6 | Debt Recovery and SARFAESI |
| 6(b) | 5 | Role and duties of authorised representatives of creditor classes under section 25A | Convening and Conduct of Meetings of Committee of Creditors |
| 6(c) | 5 | Moratorium and public announcement on commencement of pre-packaged insolvency under section 54E | Pre-Packaged Insolvency Resolution Process |
| 6(d) | 5 | Limitation exclusion for the SICA suspension period and pre-existing dispute in an operational creditor application | Application for Corporate Insolvency Resolution Process |
| 6A(i) | 5 | Reliefs on recognition of foreign proceedings and effects of recognising a foreign main proceeding under the UNCITRAL Model Law | Cross Border Insolvency |
| 6A(ii) | 5 | Pre-filing duties of the proposed resolution professional in pre-packaged insolvency and when they end | Pre-Packaged Insolvency Resolution Process |
| 6A(iii) | 5 | Continuing liability of designated partners for dues after voluntary strike-off of an LLP | Strike Off and Restoration of Name of the Company and LLP |
| 6A(iv) | 5 | Rejection of a resolution plan lacking mandatory contents on term, management and supervision; remedies | Preparation and Approval of Resolution Plan |
What stood out
- Part I (restructuring, 40 marks), Part II (valuation, 20 marks) and Part III (insolvency, 40 marks), with alternatives offered for Q2 and Q6 only.
- The Q1 case study (20 marks) blended divestiture versus carve-out, buyback compliance, pre-merger factors and Ind AS 103 indemnification assets.
- Valuation numericals were limited to DCF and acquisition gain with synergy; the rest of Part II was registered valuer liability and the cost approach.
- The Application for CIRP chapter led Part III (3 entries), centred on moratorium scope and limitation, and pre-packaged insolvency appeared in both Q6 and Q6A.
- Case-law and recent-circular questions dominated: takeover threshold breach on inter-se transfer, financial debt status of deposits, and the IBBI e-auction platform circular.
Practise the chapters that carried the marks
Types of Corporate Restructuring, Valuation of Business and Assets for Corporate Restructuring, Application for Corporate Insolvency Resolution Process: study guides and practice questions in the CS Professional format.