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2026 Statistics

Key Facts: CS Professional CRVI Exam

100 marks

Descriptive Paper

ICSI Professional Programme Syllabus

3 hours

Exam Duration

ICSI Professional Programme Syllabus

25%

SAST Open-Offer Trigger

SEBI SAST Regulations 2011

330 days

CIRP Outer Limit

IBC 2016, Section 12

Sec 247

Registered Valuer Requirement

Companies Act 2013

40%/50%

Passing Criteria

ICSI Examination Rules

The ICSI CS Professional paper Corporate Restructuring, Valuation & Insolvency (Group 2, New Syllabus 2022) is a 100-mark descriptive exam of 3 hours. Part I covers corporate restructuring, mergers, demergers, slump sale, compromises and arrangements under Sections 230-232, SEBI SAST takeovers, cross-border M&A, and accounting and taxation of restructuring. Part II covers valuation approaches, methods, standards, and registered valuers under Section 247. Part III covers insolvency under the IBC 2016, including CIRP, liquidation, voluntary and individual insolvency, and IBBI regulations. ICSI passing criteria require 40% in the paper and 50% aggregate in the group. This set delivers 100 MCQs for knowledge practice.

Sample CS Professional CRVI Practice Questions

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

1Corporate restructuring that involves combining two or more companies where all combining entities are dissolved and a new company is formed to take over their businesses is best described as:
A.Amalgamation in the nature of merger by formation of a new company
B.Absorption
C.Demerger
D.Slump sale
Explanation: In an amalgamation where a new company is formed and all amalgamating companies are dissolved without winding up, the transaction is an amalgamation by formation of a new company. Absorption, by contrast, occurs when one existing company takes over another, which is then dissolved.
2Under the Companies Act, 2013, the scheme of compromise or arrangement between a company and its members or creditors is primarily governed by which sections?
A.Sections 241 to 246
B.Sections 230 to 232
C.Sections 391 to 394
D.Sections 100 to 104
Explanation: Sections 230 to 232 of the Companies Act, 2013 (Chapter XV) govern compromises, arrangements and amalgamations, replacing the earlier Sections 391 to 394 of the Companies Act, 1956. The National Company Law Tribunal (NCLT) is the sanctioning authority.
3A 'slump sale' under Section 2(42C) of the Income-tax Act, 1961 means the transfer of one or more undertakings:
A.By assigning specific values to individual assets and liabilities
B.As a result of a court-sanctioned demerger only
C.As a going concern for a lump-sum consideration without values being assigned to individual assets and liabilities
D.Only where the consideration is paid wholly in shares
Explanation: A slump sale is the transfer of an undertaking as a going concern for a lump-sum consideration without values being assigned to individual assets and liabilities. The capital gain is computed using the net worth of the undertaking as the cost of acquisition.
4The substantial acquisition of shares and takeovers of listed companies in India is regulated by:
A.SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
B.SEBI (Delisting of Equity Shares) Regulations, 2021
C.SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
D.SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Explanation: The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (commonly the SAST Regulations or Takeover Code) govern acquisition of shares and control of listed companies, including open-offer triggers. They replaced the 1997 Takeover Regulations.
5Under the SEBI (SAST) Regulations, 2011, an acquirer is required to make a public announcement of an open offer upon acquiring shares or voting rights that, taken together with existing holding, entitle the acquirer to exercise voting rights of:
A.25% or more
B.15% or more
C.10% or more
D.51% or more
Explanation: Regulation 3(1) of the SAST Regulations triggers a mandatory open offer when an acquirer's holding, together with persons acting in concert, reaches 25% or more of the voting rights. This is the initial-threshold trigger for a public offer.
6Under SAST Regulations, 2011, an acquirer holding 25% or more but less than the maximum permissible non-public shareholding may acquire additional voting rights in a financial year up to a 'creeping acquisition' limit of:
A.2%
B.5%
C.10%
D.15%
Explanation: Regulation 3(2) permits creeping acquisition of up to 5% additional voting rights in any financial year without triggering an open offer, provided the acquirer already holds 25% or more but below the maximum permissible non-public shareholding.
7The minimum offer size for a mandatory open offer under the SEBI (SAST) Regulations, 2011 is at least what percentage of the total shares of the target company?
A.20%
B.25%
C.26%
D.10%
Explanation: Under Regulation 7(1), a mandatory open offer must be for at least 26% of the total shares of the target company, calculated as on the tenth working day from the closure of the tendering period. This gives public shareholders a meaningful exit opportunity.
8A 'demerger' under Section 2(19AA) of the Income-tax Act, 1961, to be tax-neutral, requires that the resulting company issue shares to shareholders of the demerged company on a:
A.Selective basis to controlling shareholders only
B.Basis decided solely by the resulting company's board
C.Cash-only consideration basis
D.Proportionate basis to the shareholders of the demerged company
Explanation: For a tax-neutral demerger, the resulting company must issue its shares to the shareholders of the demerged company on a proportionate basis (except where the resulting company already holds shares). The property and liabilities must transfer at book value as a going concern.
9Which of the following best describes a 'reverse merger' in the Indian context?
A.An unlisted (often profitable) company merges into a listed company to gain a stock-exchange listing
B.A larger company absorbs a smaller one
C.A company splits into two listed entities
D.A foreign company merges into an Indian company
Explanation: A reverse merger typically involves an unlisted company merging into a listed (sometimes shell or loss-making) company so that the combined entity becomes listed without a separate IPO. SEBI scrutinises such schemes to prevent listing-norm circumvention.
10Under the Companies Act, 2013, the authority that sanctions a scheme of compromise, arrangement or amalgamation is the:
A.Registrar of Companies (RoC)
B.National Company Law Tribunal (NCLT)
C.Securities and Exchange Board of India (SEBI)
D.Regional Director
Explanation: The National Company Law Tribunal (NCLT) is the adjudicating authority that convenes meetings and sanctions schemes under Sections 230-232. Powers earlier exercised by High Courts under the 1956 Act now vest in the NCLT.

About the CS Professional CRVI Exam

Corporate Restructuring, Valuation & Insolvency is a Group 2 paper of the ICSI CS Professional Programme (New Syllabus 2022) covering corporate restructuring strategies, Companies Act schemes, SEBI takeover law, valuation approaches and standards, and the Insolvency and Bankruptcy Code, 2016.

Assessment

Question count not published by the exam provider

Time Limit

3 hours (180 minutes)

Passing Score

40% in the paper and 50% aggregate in the group, per ICSI passing criteria

Exam Fee

Per-module Professional Programme examination fee per the current ICSI fee structure (Institute of Company Secretaries of India (ICSI))

CS Professional CRVI Exam Content Outline

Part I

Corporate Restructuring — Types & Strategies

Forms of restructuring, mergers, horizontal/vertical/conglomerate combinations, joint ventures, strategic alliances, reverse mergers, spin-offs, disinvestment, leveraged buyouts, buy-back and capital reduction.

Part I

Mergers, Amalgamations, Demergers & Slump Sale

Amalgamation by absorption or new company, demergers, slump sale under Section 2(42C), business sale, swap ratios, and merger and amalgamation case studies.

Part I

Compromises & Arrangements (Sec 230-232)

Schemes under Chapter XV of the Companies Act 2013, NCLT sanction, voting majorities, fast-track mergers under Section 233, minority squeeze-out, and appointed and effective dates.

Part I

Takeover & SAST

SEBI SAST Regulations 2011, open-offer triggers, creeping acquisition, offer size and price, disclosures, exemptions, escrow, and takeover defences.

Part I

Cross-Border M&A

Inbound and outbound mergers under Section 234 and Rule 25A, RBI and FEMA (Cross Border Merger) Regulations 2018, and CCI combination approvals.

Part I

Accounting & Taxation of Restructuring

Ind AS 103 acquisition and pooling methods, goodwill and impairment, Income-tax Act Sections 2(1B), 47 and 72A, stamp duty, and tax-neutral amalgamation and demerger conditions.

Part II

Valuation — Approaches, Methods & Standards

Cost, market and income approaches, DCF, comparable companies, NAV, swap ratio, ICAI Valuation Standards, and registered valuers under Section 247 and the 2017 Rules.

Part III

Insolvency & Bankruptcy — IBC 2016 (CIRP)

Corporate insolvency resolution process, default threshold, moratorium, committee of creditors, resolution plan approval, Section 29A, interim finance, and adjudicating authorities.

Part III

Liquidation, Voluntary & Individual Insolvency

Liquidation waterfall under Section 53, voluntary liquidation, fast-track CIRP, pre-packaged insolvency for MSMEs, going-concern sale, individual insolvency, and personal guarantors.

Part III

IBBI Regulations & Cross-Border Insolvency

IBBI as regulator, the four pillars, CIRP and liquidation regulations, information utilities, avoidance transactions, and cross-border insolvency under the UNCITRAL Model Law.

How to Pass the CS Professional CRVI Exam

What You Need to Know

  • Passing score: 40% in the paper and 50% aggregate in the group, per ICSI passing criteria
  • Assessment: Question count not published by the exam provider
  • Time limit: 3 hours (180 minutes)
  • Exam fee: Per-module Professional Programme examination fee per the current ICSI fee structure

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 CRVI Study Tips from Top Performers

1Study the three parts in sequence: corporate restructuring, then valuation, then insolvency, because valuation underpins both restructuring and IBC resolution.
2Memorise the key SAST thresholds (25% trigger, 5% creeping, 26% minimum offer) and the IBC timelines (180/270/330 days) precisely, since examiners test exact numbers.
3Link Companies Act Sections 230-232 with the SEBI scheme framework and stamp-duty implications for a complete answer on amalgamations.
4For valuation questions, practise DCF, swap-ratio and Gordon-growth computations so numerical answers are quick and accurate.
5Track recent IBC amendments and landmark Supreme Court cases such as Swiss Ribbons and Lalit Kumar Jain, as case law features in descriptive answers.
6Because the real paper is descriptive, use these MCQs to test recall, then rehearse full-length written answers under timed conditions.

Frequently Asked Questions

What is the CS Professional Corporate Restructuring, Valuation & Insolvency paper?

It is a Group 2 paper of the ICSI CS Professional Programme under the New Syllabus 2022. It covers corporate restructuring, Companies Act schemes, SEBI takeover law, valuation, and the Insolvency and Bankruptcy Code, 2016, in a 100-mark descriptive examination.

What is the exam format and duration?

The ICSI examination is an offline pen-and-paper descriptive paper of 100 marks with a duration of three hours. This OpenExamPrep set converts the syllabus into 100 multiple-choice questions for knowledge practice and self-assessment.

What is the passing criteria for this paper?

Under ICSI rules a candidate must generally secure at least 40% marks in the paper and 50% marks in the aggregate of the group, subject to exemption and other passing conditions notified by ICSI.

Which laws and standards does the paper cover?

The paper covers Sections 230 to 240 and 247 of the Companies Act 2013, the SEBI SAST Regulations 2011, FEMA cross-border merger rules, Ind AS 103, the Income-tax Act provisions on amalgamation, the ICAI Valuation Standards, the Registered Valuers Rules 2017, and the IBC 2016 with IBBI regulations.

Who must conduct valuations under the Companies Act, 2013?

Under Section 247, valuations required by the Companies Act must be conducted by a registered valuer registered with the IBBI under the Companies (Registered Valuers and Valuation) Rules, 2017, for the relevant asset class.

What is the open-offer trigger under the SEBI SAST Regulations?

Under Regulation 3(1) of the SAST Regulations 2011, an acquirer whose holding, together with persons acting in concert, reaches 25% or more of the voting rights of a listed target must make a mandatory open offer of at least 26% of the total shares.

How long is the corporate insolvency resolution process under the IBC?

Under Section 12 of the IBC 2016, the CIRP must ordinarily be completed within 180 days, extendable once by up to 90 days, with an overall outer limit of 330 days including time taken in legal proceedings.

Are these practice questions a substitute for the ICSI study material?

No. These MCQs supplement, but do not replace, the official ICSI study material and bare Acts. The actual examination is descriptive, so candidates should also practise writing structured answers and case studies.