CS (Company Secretary) Exam Guide 2025
Company Secretaryship — Foundation, Executive & Professional (ICSI)
Class 12 students and graduates interested in corporate law, governance, compliance, and legal advisory in listed companies and corporates.
Qualification at a Glance
Registration Body
ICSI (Institute of Company Secretaries of India)
Students Registered
4–5 lakh students
Pass Rates
Foundation ~40–45%; Executive ~25–30%; Professional ~20–25% per attempt
Training Required
Yes — 1 year mandatory training (management trainee with company or CS)
Website
icsi.edu
Minimum Eligibility
Class 12 (Foundation route); Graduation (Executive direct entry)
Exam Levels
Pass threshold: 40% in each paper + 50% aggregate (MCQ-based, OMR)
- Paper 1: Business Environment & Entrepreneurship (MCQ)
- Paper 2: Business Management, Ethics & Entrepreneurship (MCQ)
- Paper 3: Business Economics (MCQ)
- Paper 4: Fundamentals of Accounting & Auditing (MCQ)
Exemptions: Graduates can skip Foundation and directly join Executive Programme
Pass threshold: 40% in each paper + 50% aggregate per module; Module 1 (Papers 1–3), Module 2 (Papers 4–7)
- Module 1: Jurisprudence, Interpretation & General Laws; Company Law; Setting Up of Business
- Module 2: Corporate & Management Accounting; Securities Laws; Economic, Business & Commercial Laws; Tax Laws
Exemptions: Paper-by-paper exemption if 60%+ scored; valid for next 3 attempts
Pass threshold: Completion mandatory before Professional exam; EDRM (Executive Development & Relationship Management) also required
- Board meeting secretarial practice
- Annual return and secretarial audit
- ROC filing and compliance
- SEBI compliance (for listed company training)
Exemptions: No exam; completion is prerequisite
Pass threshold: 40% in each paper + 50% aggregate; both modules must be cleared
- Module 1: Governance, Risk & Compliance; Advanced Tax Laws; Drafting, Pleadings & Appearances
- Module 2: Secretarial Audit, Compliance Management & Due Diligence; Corporate Restructuring; Resolution of Corporate Disputes; Multidisciplinary Case Studies
Exemptions: Exemption for papers with 60%+ marks; valid for 3 subsequent attempts
Articleship / Mandatory Training
CS mandatory training involves 1 year as a Management Trainee with a listed company or 1 year under a Practising Company Secretary. This is where practical secretarial, compliance, and governance skills are built.
Duration
1 year (minimum 12 months)
Stipend Range
₹5,000–₹20,000/month (company MTs get more; CS firm training is lower)
Key Learning Areas
- Preparing and maintaining statutory registers
- Secretarial audit of listed companies
- Board meeting notice, agenda, and minutes drafting
- ROC filing (e-forms, annual returns, event-based filings)
- SEBI LODR compliance for listed companies
Where to Article
- Listed public companies — best exposure to SEBI compliance and board governance
- Practising Company Secretaries — wider variety of clients, lower stipend
- NBFCs and financial institutions — regulatory compliance focus
- Law firms with corporate practice — drafting and litigation exposure
Subject-Wise Strategy
Company Law (Executive Module 1)
CS Executive
- Companies Act 2013 — all 470 sections with key provisions memorised
- Director provisions: appointment, disqualification, duties, liability
- Meeting and resolution rules (board + shareholder)
- NCLT / NCLAT jurisdiction and procedures
Passing tip: Company Law is the core CS subject — questions are scenario-based ("Can Director X do Y?"). Learn all key sections by number. ICSI updates the Study Material annually; always use the current edition.
Securities Laws & Regulations (Executive Module 2)
CS Executive
- SEBI Act, LODR (Listing Obligations & Disclosure Requirements)
- Insider Trading Regulations
- Takeover Code (SEBI Substantial Acquisition)
- FEMA regulations for FDI and external commercial borrowings
Passing tip: Securities Laws changes rapidly with SEBI circulars. Follow SEBI website for recent circulars and use ICSI Bulletin updates. Case studies from real SEBI orders help build application skills.
Governance, Risk & Compliance (Professional Module 1)
CS Professional
- Corporate Governance frameworks (Stewardship Code, King Report)
- Risk Management (ERM framework)
- Secretarial Standards (SS-1, SS-2, SS-3)
- Compliance Management systems and monitoring
Passing tip: GRC is about principles and frameworks rather than specific law. Present-day questions are scenario-based: "Company X faces Y risk — recommend a governance structure." Think like a board advisor, not a rule reciter.
Tax Laws (Executive Module 2)
CS Executive
- Income Tax: computation of income under all heads
- GST: supply, registration, ITC, returns
- TDS/TCS provisions for companies
- Custom Duty basics
Passing tip: CS Tax Laws is tested at an intermediate level — not as deep as CA Final Direct Tax. Focus on corporate tax computation, TDS obligations, and GST basics. Use Finance Act amendments (ICSI update capsule) before each attempt.
Preparation Timeline
Business law basics, accounting, economics, ethics
- Complete ICSI Foundation Study Material
- Business Environment: economics concepts and business models
- Accounting basics: final accounts, journal entries
- 2 full mock tests before the attempt
Company Law, Jurisprudence, Setting Up Business Entities
- Companies Act 2013: all key chapters covered
- Jurisprudence: constitutional provisions affecting business, interpretation of statutes
- Entrepreneurs: types of business entities, registration
- Past 3 years Executive papers (Module 1) solved
Securities Laws, Tax, Corporate Accounting
- SEBI LODR: all key chapters + recent SEBI circulars
- Tax Laws: Income Tax computation + GST framework
- Corporate Accounting: financial statements analysis
- Training registration initiated
Advanced governance, restructuring, dispute resolution, multidisciplinary case study
- GRC: ERM frameworks and Secretarial Standards mastery
- Corporate Restructuring: mergers, demergers, insolvency
- Case Study: integrated problem-solving across all subjects
- ICSI mock tests + past 5 years Professional papers
Career Roles After Qualifying
Company Secretary in Employment
Industry₹6–20 lakh (freshers ₹6–10 lakh; senior CS ₹15–30 lakh)
Statutory CS officer of a listed company — responsible for board compliance, SEBI filings, shareholder relations
Practising Company Secretary (PCS)
Practice₹5–25 lakh (own practice, client-dependent)
Independent practice offering secretarial audit, due diligence, company incorporation, compliance advisory
Legal & Compliance Counsel
Industry₹10–30 lakh (corporates, banks, startups)
Corporate legal and compliance advisory — drafting agreements, managing litigation risk, regulatory compliance
SEBI / RBI / NCLT Regulatory Roles
Government₹8–15 lakh (Grade A officer)
SEBI, RBI, and NCLT recruit CS professionals for regulatory and adjudication roles
Salary Benchmarks at Each Stage
CS Trainee (during mandatory training)
₹5,000–₹20,000/month stipend
Listed companies pay higher stipends to Management Trainees
Fresher ACS (0–2 years)
₹4–8 lakh/year
Entry-level company secretarial roles in mid-size companies
FCS with 5+ years
₹12–25 lakh/year
Senior CS or compliance head in listed companies
Senior CS / Group Company Secretary
₹25–60 lakh/year
Listed company CS reporting to board; Group CS in conglomerates
Common Mistakes to Avoid
Not reading ICSI Study Material and relying entirely on coaching notes — ICSI exams are closely tied to the official Study Material; coaching notes often miss nuances
Ignoring practical training till the last moment — training teaches the skills that Professional exam case studies are based on; begin training early, not after clearing Professional
Treating Company Law as simple reading — CS Company Law questions are scenario-based; memorising provisions is not enough; you must practise applying them to situations
Missing Securities Laws updates — SEBI issues 50+ circulars per year; candidates who ignore current SEBI developments miss 15–20% of Executive Module 2 marks
Attempting both modules simultaneously without foundation — many students fail both when attempting together for the first time; clear Module 1 first, then Module 2
Underestimating the Professional Programme case study (Multidisciplinary Case Study) — this paper requires integrated knowledge across all CS subjects and is the hardest to score above 50%
Frequently Asked Questions
Is CS easier than CA?
CS has a higher per-attempt pass rate (Foundation ~45% vs CA ~25–30%; Professional ~25% vs CA Final ~12%) and shorter total duration. However, "easier" is relative — CS demands deep knowledge of company law and governance, which requires serious study. CS is a narrower specialisation (governance/compliance) while CA is broader (accounting + tax + audit). Both are valuable; the choice depends on career direction.
Can I become a Company Secretary without the Foundation?
Yes. Graduates in any discipline can register directly for the CS Executive Programme (bypassing Foundation). This is the most common route for graduates. Commerce graduates with 50%+ or other graduates with 45%+ are eligible for direct executive entry. Non-commerce graduates can also take the Foundation route.
What is ACS vs FCS?
ACS (Associate Member of ICSI) is the designation after completing Foundation + Executive + Professional + Training. FCS (Fellow Member) is a senior designation earned after 5 years of continuous ACS membership with active professional practice or employment. The statutory designation required for a company is "Company Secretary" — both ACS and FCS qualify.
Is there a demand for Company Secretaries?
Yes. Every listed company and many private companies above a certain paid-up capital threshold are legally required to have a whole-time CS (under Companies Act 2013). With over 5,000 companies on NSE + BSE and thousands of private companies in the threshold, there is a consistent statutory demand. The compliance landscape is growing with increasing SEBI regulations and IBC (Insolvency Code) activity.
Other Professional Exam Guides
Prepare with a qualified CS mentor
Multi-level professional qualifications benefit enormously from structured mentorship — someone who has navigated the same exam levels can show you the most efficient path through the study material and articlship simultaneously.