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100+ Free CS Professional GRMCE Practice Questions

Prepare for the ICSI CS Professional Module 1 (Governance, Risk Management, Compliances & Ethics) exam with instant access — no signup required.

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2026 Statistics

Key Facts: CS Professional GRMCE Exam

100

Marks Total

ICSI New Syllabus 2022

3 hrs

Exam Duration

ICSI

40%/50%

Pass Standard (paper/module)

ICSI Exam Guidelines

SS-1, SS-2

Secretarial Standards

ICSI Section 118(10)

1 Apr 2024

Revised SS Effective Date

ICSI Announcement

100

Free Practice MCQs

OpenExamPrep

The ICSI CS Professional paper on Governance, Risk Management, Compliances & Ethics is an offline, descriptive 100-mark examination of 3 hours under the new syllabus 2022. It tests corporate governance and board processes (Secretarial Standards SS-1 and SS-2, revised effective 1 April 2024), enterprise risk management, compliance frameworks, corporate ethics and sustainability, advanced company law (oppression and mismanagement under Sections 241-242, NCLT and NCLAT, compromises and arrangements under Section 230, and winding up), and governance of listed entities under SEBI LODR. This free resource provides 100 MCQs for knowledge prep; the real exam is subjective. The pass standard is generally 40% per paper and 50% module aggregate per ICSI guidelines.

Sample CS Professional GRMCE Practice Questions

Try these sample questions to test your CS Professional GRMCE exam readiness. Each question includes a detailed explanation. Start the interactive quiz above for the full 100+ question experience with AI tutoring.

1Under Secretarial Standard SS-1, what is the minimum notice period for convening a Board meeting of a company?
A.Seven days in writing to every director
B.Twenty-one clear days
C.Forty-eight hours
D.Fourteen days
Explanation: SS-1 read with Section 173(3) of the Companies Act, 2013 requires that notice of at least seven days be given in writing to every director at his registered address. Shorter notice may be given to transact urgent business subject to the presence of an independent director.
2Secretarial Standards SS-1 and SS-2 derive their mandatory force from which provision of the Companies Act, 2013?
A.Section 96
B.Section 118(10)
C.Section 149(4)
D.Section 203
Explanation: Section 118(10) provides that every company shall observe Secretarial Standards specified by the ICSI with respect to general and Board meetings. This statutory hook makes SS-1 and SS-2 mandatory rather than merely advisory.
3Under SS-2, the notice of a general meeting of a company must be given at least how many days before the meeting?
A.Seven days
B.Fourteen days
C.Twenty-one clear days
D.Thirty days
Explanation: SS-2 read with Section 101 requires a general meeting to be called by giving not less than twenty-one clear days' notice. 'Clear days' excludes the day of service and the day of the meeting; shorter notice is permitted only with consent of at least 95% of members entitled to vote.
4Under the Companies Act, 2013, what is the maximum permissible gap between two consecutive Board meetings of a company?
A.One hundred and eighty days
B.Sixty days
C.Ninety days
D.One hundred and twenty days
Explanation: Section 173(1) requires a minimum of four Board meetings each year with not more than one hundred and twenty days intervening between two consecutive meetings. SS-1 reiterates this maximum gap requirement.
5Under the revised SS-1 effective 1 April 2024, directors attending a Board meeting through electronic mode are counted for quorum provided the business transacted is:
A.Not of a restricted nature under Rule 4 of the Meetings Rules
B.Only routine financial approval
C.Counted only if a majority attend physically
D.Always counted regardless of subject matter
Explanation: The revised SS-1 aligns with the Companies (Meetings of Board and its Powers) Rules: directors participating through video conferencing or other audio-visual means are counted for quorum so long as the matter is not one restricted from being transacted electronically under Rule 4 (such as approval of annual financial statements).
6Under Section 174 of the Companies Act, 2013, what is the quorum for a Board meeting of a company?
A.Two directors
B.One-third of total strength or two directors, whichever is higher
C.One-half of total strength
D.Five directors
Explanation: Section 174(1) fixes the quorum for a Board meeting at one-third of its total strength or two directors, whichever is higher. Any fraction in the one-third calculation is rounded up to the next whole number.
7Under SS-1, the Minutes of a Board meeting must be entered in the Minutes Book within how many days from the date of conclusion of the meeting?
A.Seven days
B.Fifteen days
C.Thirty days
D.Forty-five days
Explanation: SS-1 requires that Minutes be entered in the Minutes Book within thirty days from the date of conclusion of the meeting. The date of entry must be recorded by the Company Secretary or, in his absence, by a director authorised by the Board.
8Under SS-1, within how many days must the draft Minutes of a Board meeting be circulated to all directors for their comments?
A.Twenty-one days
B.Thirty days
C.Seven days
D.Fifteen days
Explanation: SS-1 provides that within fifteen days from the date of conclusion of the Board meeting, the draft Minutes shall be circulated to all members of the Board for their comments, whether they attended the meeting or not.
9Under the principles of corporate governance, the concept that the board is accountable to shareholders while management is accountable to the board reflects which key governance pillar?
A.Accountability
B.Liquidity
C.Profitability
D.Transparency
Explanation: Accountability is the governance pillar requiring that those entrusted with decision-making answer for their actions. The board answers to shareholders and management answers to the board, creating a clear chain of responsibility central to good corporate governance.
10Under SS-2, an unlisted company may hold its Annual General Meeting at any place in India provided:
A.The Registrar grants prior approval
B.Prior consent is given by all the members in writing or electronic mode
C.A special resolution is passed
D.The Central Government is notified
Explanation: The revised SS-2 and Section 96 allow an unlisted company to hold its AGM at any place in India if prior consent is obtained from all members in writing or by electronic mode. This relaxes the default rule requiring the AGM to be held at the registered office or within the same city, town or village.

About the CS Professional GRMCE Exam

Module 1 of the ICSI CS Professional Programme (new syllabus 2022) covers Governance, Risk Management, Compliances and Ethics, including the advanced corporate and secretarial law knowledge body: Secretarial Standards, board processes, SEBI LODR, enterprise risk management, oppression and mismanagement, NCLT and NCLAT, and corporate ethics and sustainability.

Assessment

Question count not published by the exam provider

Time Limit

3 hours per paper

Passing Score

40% in each paper and 50% module aggregate, per ICSI guidelines

Exam Fee

Approximately INR 1,500 per module as notified by ICSI; figures vary by enrolment cycle (Institute of Company Secretaries of India (ICSI))

CS Professional GRMCE Exam Content Outline

25%

Corporate Governance & Board Processes

Governance principles, board and committee structures, Secretarial Standards SS-1 and SS-2, meetings, minutes, resolutions, KMP, board evaluation, and audit and nomination committees.

12%

Enterprise Risk Management

Risk appetite and tolerance, COSO ERM and ISO 31000 frameworks, risk identification and treatment, residual risk, the three lines model, business continuity, and risk management committees.

18%

Compliance Frameworks

Compliance function and officers, compliance calendars, statutory filings, insider trading and structured digital database, vigil mechanism, fraud reporting, internal financial controls, and PMLA.

13%

Corporate Ethics & Sustainability

Ethical theories, codes of conduct, conflict of interest, stakeholder theory, triple bottom line, ESG, BRSR, greenwashing, and responsible business conduct.

17%

Advanced Company Law

Oppression and mismanagement, NCLT and NCLAT, compromises and arrangements, mergers and demergers, fast-track mergers, class actions, winding up, and IBC interface.

15%

Governance of Listed Entities (SEBI LODR)

SEBI LODR board composition and independence, audit and other committees, related party transactions, periodic disclosures, compliance officer, and corporate governance reporting.

How to Pass the CS Professional GRMCE Exam

What You Need to Know

  • Passing score: 40% in each paper and 50% module aggregate, per ICSI guidelines
  • Assessment: Question count not published by the exam provider
  • Time limit: 3 hours per paper
  • Exam fee: Approximately INR 1,500 per module as notified by ICSI; figures vary by enrolment cycle

Keys to Passing

  • Work through all 100 available questions
  • Review every answer and explanation
  • Track weak areas and revisit them
  • Use our AI tutor for tough concepts

CS Professional GRMCE Study Tips from Top Performers

1Study Secretarial Standards SS-1 and SS-2 alongside the corresponding Companies Act sections, noting the revisions effective 1 April 2024.
2Because the real exam is descriptive, practise writing structured answers citing the relevant section, regulation or standard.
3Use these MCQs to test recall of thresholds, timelines and committee requirements before attempting full-length descriptive questions.
4Map SEBI LODR governance provisions against the Companies Act equivalents to spot the stricter requirement for listed entities.
5Build an error log tagging mistakes by part: governance, risk, compliance, ethics, company law and SEBI LODR.
6Revise NCLT and NCLAT jurisdiction and remedies under Sections 241-242, 230 and 245 with worked scenarios.

Frequently Asked Questions

What is the format of the ICSI CS Professional GRMCE exam?

The real ICSI exam for Governance, Risk Management, Compliances & Ethics is an offline pen-and-paper, fully descriptive paper of 100 marks over 3 hours under the new syllabus 2022. This free resource offers 100 MCQs for knowledge prep on the same syllabus.

What topics does CS Professional Module 1 GRMCE cover?

It covers corporate governance and board processes (including Secretarial Standards SS-1 and SS-2), enterprise risk management, compliance frameworks, corporate ethics and sustainability, advanced company law such as oppression and mismanagement and winding up, and governance of listed entities under SEBI LODR.

What is the passing standard for this CS Professional paper?

Under ICSI examination guidelines, a candidate generally needs at least 40% marks in each paper and 50% aggregate in the module, subject to the regulations in force for the relevant session.

Are Secretarial Standards SS-1 and SS-2 mandatory?

Yes. Section 118(10) of the Companies Act, 2013 requires every company to observe the Secretarial Standards on Board and general meetings specified by ICSI. The revised SS-1 and SS-2 came into effect from 1 April 2024.

Which tribunal hears oppression and mismanagement cases?

Applications under Sections 241-242 of the Companies Act, 2013 are made to the National Company Law Tribunal (NCLT), with appeals to the National Company Law Appellate Tribunal (NCLAT).

Who can appear for the CS Professional Programme exam?

Candidates who have passed the CS Executive Programme and registered to the CS Professional Programme under the ICSI new syllabus 2022 are eligible to appear for the module examinations.