Intermediate · Paper 2

Corporate and Other Laws

A volume paper. The Companies Act carries most of it, and the winning skill is writing a structured answer fast rather than knowing more sections.

Corporate and Other Laws is large, and the temptation is to read it all once and hope. The papers reward the opposite: deep familiarity with the chapters that appear every attempt, written in a rule-application-conclusion structure. Case-scenario questions have grown in importance under the current scheme, and they punish rote recall that cannot be applied to facts.

Exam snapshot

Marks

100 marks

Duration

3 hours

Negative marking

None in the descriptive part; check the notification for the objective part

Pass requirement

40% in the paper, 50% in group aggregate

Paper format

Part objective (case-scenario MCQs) and part descriptive — confirm the current split in your exam notification

Confirm the pattern, marks split and any objective component against the ICAI notification for your own attempt before planning around it.

How the paper is built

Objective — case-scenario MCQs

~30 marks

Integrated case scenarios with linked MCQs

Application of provisions to facts, not definitions.

Descriptive

~70 marks

Fact situations and provision questions

Compulsory question plus choice.

Where the marks sit

Bands follow the weightage published by ICAI for the current scheme. Read them as a guide to study order, not as a prediction of any one paper.

Companies Act, 2013 — shares, debentures and deposits

Steady20–25%

Allotment, transfer, and acceptance of deposits recur.

Companies Act, 2013 — management, meetings and accounts

Rising20–25%

Meetings, directors and audit provisions are examined every attempt.

Companies Act, 2013 — incorporation, charter documents, prospectus

Steady15%

Doctrine questions appear as fact situations.

General Clauses Act and interpretation of statutes

Steady10%

Short, definitional and reliably present.

Foreign Exchange Management Act

Steady10%

Current versus capital account transactions dominate.

Limited Liability Partnership Act

Rising10%

Compact chapter, dependable marks.

Questions that repeat

These are the forms that come back attempt after attempt. Each one has an opening move — the thing to write down before you start computing.

01

Case scenario with linked MCQs

Every attempt~30 marks total

A company fact pattern followed by several questions applying specific provisions.

How to attack it

Read the questions before the scenario, then read the facts once with those questions in mind. It halves the reading time and stops you memorising irrelevant detail.

02

Fact situation under the Companies Act

Every attempt5–8 marks

'Examine the validity', 'Advise the Board', 'Decide with reference to the provisions'.

How to attack it

Rule, application, conclusion, in three labelled paragraphs — and answer the exact question asked, whether that is validity, liability or procedure.

03

Procedural or threshold recall

Every attempt4–6 marks

Notice periods, quorum, majority requirements, filing timelines.

How to attack it

These are pure memory and pure marks. Keep a single sheet of every number in the Act and revise it weekly.

04

FEMA or General Clauses short question

Most attempts4–5 marks

Classification of a transaction, or a rule of interpretation applied to a short example.

How to attack it

Small chapters with predictable questions. Do not leave them to the last week.

Your three hours

A starting plan for the paper. Adapt the order to your own strengths — the point is to walk in with an order decided, because deciding it in the hall is what leaves questions unattempted.

  1. 0–40

    Objective block

    Take the case scenarios first while you are fresh. They need careful reading and reward it.

  2. 40–110

    Certain descriptive

    Answer the fact situations and provision questions you know cold, in order of confidence.

  3. 110–165

    Remaining descriptive

    Take what is left. Where the section escapes you, state the principle and conclude anyway.

  4. 165–180

    Final review

    Check that every answer ends in an explicit conclusion. Missing conclusions are the quietest loss in this paper.

Avoidable losses

Every one of these costs marks after the work was already done. They are the cheapest marks on the paper to recover.

Reading a case scenario before reading its questions

What it costs

Five minutes per scenario and a fogged memory

Do this instead

Questions first. The facts then organise themselves around what you actually need.

Writing everything you know about a section

What it costs

Time, and the marks in the questions you never reach

Do this instead

Answer the specific question. A validity question wants a verdict, not a treatise on the chapter.

Leaving thresholds and timelines to memory alone

What it costs

The most easily prepared marks in the paper

Do this instead

Numbers fade fastest. A single revision sheet of periods, percentages and quorums, revised weekly, protects them.

How to prepare

  • Prioritise by attempt frequency. Meetings, directors, shares and deposits appear in essentially every paper. Cover them to depth before touching the rarer chapters.
  • Practise case scenarios specifically. They are a different skill from descriptive answers — extraction and application under time pressure. Volume of practice is what makes them fast.
  • Write answers in the exam structure from day one. Rule, application, conclusion. If you practise in prose, you will write prose in the exam and lose the structural marks.
FAQs

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How much of the paper is objective?

Around 30% comes as case-scenario MCQs under the current scheme, with the rest descriptive. The exact split and the treatment of wrong answers can change between notifications, so confirm it in the notification for your attempt rather than relying on a coaching summary.

Do I need to memorise section numbers?

For the chapters that appear every attempt, yes — they add precision and read as command. Elsewhere, knowing the rule and being able to apply it earns most of the marks. Never invent a section number; a wrong one costs more credibility than an omitted one.

Is this paper mostly memory?

Less than it used to be. Recall of thresholds and procedures still matters, but the case-scenario block tests whether you can apply a provision to facts you have not seen before. Preparation that stops at reading the sections leaves those marks on the table.

Related breakdowns

Please note

Weightage bands follow the skill-wise and chapter-wise weightage published in the ICAI syllabus and study material for the current scheme. Frequency labels (Every attempt / Most attempts / Alternate attempts / Occasional) describe recurring question forms observed across recent past papers and are editorial guidance, not an ICAI statistic — no breakdown here predicts what will be asked. Paper patterns, marks splits and the MCQ share change between schemes and notifications: always confirm against the exam notification and study material for your attempt before planning around any figure on this page.

Next step

You know what repeats. Now write it under a clock.

Practise Corporate and Other Laws the way it is actually examined — past questions by chapter, full papers timed, and every answer evaluated step by step.

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