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Combinations (mergers, amalgamations and acquisitions) crossing prescribed asset/turnover thresholds require prior approval from which regulator to prevent appreciable adverse effect on competition?

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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

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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.

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