CS Professional Syllabus: Subjects, Electives and Marks for Each Paper

CS Professional subjects at a glance

ICSI's syllabus splits each compulsory paper into parts with fixed marks. The table shows the seven papers and how their 100 marks are divided (ICSI Syllabus 2022):

Group 1 therefore carries 400 marks and Group 2 carries 300. ICSI sets the level of knowledge for every Professional paper at "Expert Knowledge", against "Working Knowledge" for the CS Executive papers.

You can register for CS Professional only after passing both groups of CS Executive under the same syllabus (ICSI Student Services FAQs, 18 September 2026). Fees, cut-off dates and the online steps are in our CS Professional registration guide.

What each compulsory paper covers

These are summaries of ICSI's detailed contents. The full syllabus PDF on ICSI's New Syllabus 2022 page lists every topic.

Paper 1: ESG – Principles & Practice

• Governance and Sustainability (65 marks): the corporate governance framework for listed and unlisted companies, PSUs, banks and insurance companies; board effectiveness, independent directors, board committees and board evaluation; board processes under the Secretarial Standards; data governance; stakeholder rights; business ethics; CSR and green initiatives; the Company Secretary's role in ESG.
• Risk Management (20 marks): identifying, measuring and mitigating risk, including fraud, reputation, climate and cyber risk, business continuity and crisis management.
• Environment & Sustainability Reporting (15 marks): sustainability audit, ESG ratings, the Integrated Reporting and Global Reporting Initiative frameworks, and Business Responsibility and Sustainability Reporting.

Paper 2: Drafting, Pleadings & Appearances

• Drafting and Conveyancing (70 marks): types of documents and the principles of drafting; the law on contracts, property transfer, registration and stamp duty; drafting deeds (power of attorney, lease, mortgage, gift, sale), commercial contracts (LLP, joint venture, franchise, non-disclosure, e-contracts) and documents under the Companies Act, 2013 such as share purchase agreements, debenture trust deeds and resolutions; opinion writing; contract management.
• Pleadings and Appearances (30 marks): courts and tribunals; plaints, written statements, writ petitions, special leave petitions and affidavits; advocacy; applications and appeals before NCLT and NCLAT; SEBI adjudication and appeals to the Securities Appellate Tribunal; appearing before other regulators.

Paper 3: Compliance Management, Audit & Due Diligence

• Compliance Management (40 marks): building a compliance framework; documentation and records; certification by company secretaries in practice; the Company Secretaries Act, 1980 and its disciplinary mechanism; ethics and ICSI's Code of Conduct; penalties, adjudication and compounding of offences.
• Audit & Due Diligence (60 marks): types of audit (secretarial, corporate governance, internal, CSR, takeover, insider trading, cyber, forensic and others); ICSI's auditing standards CSAS-1 to CSAS-4 on engagement, audit process, forming an opinion and secretarial audit; internal and performance audit; peer review and quality review; legal, financial and bank due diligence.

Paper 5: Strategic Management & Corporate Finance

• Strategic Management (40 marks): analysing the business environment (including Porter's five forces), SWOT and TOWS analysis, portfolio models such as the BCG matrix, Ansoff matrix and GE model, functional and competitive strategies, and case studies from the Indian context.
• Corporate Finance (60 marks): sources of corporate funding; raising equity through IPOs, FPOs, rights issues, preferential allotment, private placement and QIPs; REITs and InvITs; venture capital, alternative investment funds and private equity; debt funding; foreign funding through ECBs, ADRs/GDRs and FCCBs; an overview of listing in an International Financial Services Centre; intermediaries; project evaluation.

Paper 6: Corporate Restructuring, Valuation & Insolvency

• Corporate Restructuring (40 marks): mergers, amalgamations, demergers and slump sales; takeovers of listed companies; the M&A process and documentation; accounting under AS-14 and Ind AS 103; tax and stamp duty; combinations under the Competition Act; regulatory approvals; fast-track and cross-border mergers.
• Valuation (20 marks): valuation approaches and principles, and valuation for mergers, demergers and slump sales, including swap ratios.
• Insolvency, Liquidation & Winding Up (40 marks): the Insolvency and Bankruptcy Code, 2016, from the corporate insolvency resolution process and resolution plans to pre-packaged and cross-border insolvency and liquidation; debt recovery and SARFAESI; winding up by the Tribunal; striking off and restoring companies and LLPs.

Elective papers

You pick one elective for Paper 4 and one for Paper 7 when you register, and you can change them later on ICSI's SMASH portal (ICSI Student Services FAQs). In ICSI's December 2026 time table, both elective papers are marked as open-book exams.

A few points to keep in mind when choosing:

• IFSCA is the newest elective. ICSI added Paper 4.6 to Syllabus 2022 from the June 2026 session (ICSI announcement, 27 December 2025).
• Some electives go deeper into compulsory topics. Paper 7.5 covers the Insolvency and Bankruptcy Code in more depth than Part III of Paper 6, and Paper 4.2 builds on the audit part of Paper 3.
• Two tax electives have new study material. ICSI's Professional Programme page lists separate editions of Papers 4.5 and 7.2 for exams from June 2027 onwards.

Exam pattern and passing marks

• Sessions: CS Professional exams are held twice a year, in June and December. The December 2026 Professional papers run from 21 to 28 December 2026 (ICSI time table).
• Time and marks: each paper carries 100 marks and is written in 3 hours, after 15 minutes of reading time. In the December 2026 time table, papers run from 2:00 PM to 5:15 PM, with 2:00 to 2:15 PM for reading the question paper.
• Question style: ICSI's indicative model question paper for Paper 1 asks you to answer all questions, mostly case-based questions with sub-parts, with a choice between two alternatives for some of them. ICSI's model question paper page has model papers for all the compulsory papers and for every elective except 4.5 Advanced Direct Tax Laws & Practice (as of September 2026).
• Pre-Exam Test: under Syllabus 2022, you must pass ICSI's online Pre-Exam Test before you can enrol for the main exams. The ₹1,000 test fee is part of the Professional registration fee (ICSI Student Services FAQs).
• Which law is examined: questions can cover developments up to 31 May for the December session and up to 30 November of the previous year for the June session (ICSI Syllabus 2022, section D).
• Passing marks: you pass a group with at least 40% in each paper and 50% in the group's aggregate at one sitting. If you fail a group but score 60% or more in a paper, with at least 25% in each of the others, you are exempted from that paper in later exams. A distinction needs 60% in every paper and 70% in aggregate across all groups at one sitting, without any exemption (Regulation 40, Company Secretaries Regulations, 1982).

Our CS syllabus and exam pattern guide compares these rules with CSEET and CS Executive.

The old 2017 syllabus and switching over

Many websites still show the Syllabus 2017 structure: three modules with eight papers plus an elective. ICSI held the last Professional exam under that syllabus in June 2025. From the December 2025 session, all remaining students were moved to Syllabus 2022 without having to apply, and they too must pass the Pre-Exam Test (ICSI Student Services FAQs, 18 September 2026).

Papers you passed under Syllabus 2017 give you these exemptions under Syllabus 2022:

Source: ICSI Student Services FAQs, switchover section. Students who switched over have to buy the Syllabus 2022 study material separately.

Proposed Syllabus 2027 (draft only)

ICSI has published an exposure draft of a proposed Syllabus 2027, dated 2 September 2026, and invited comments from members, students and others until 30 September 2026. Neither the draft nor ICSI's consultation notice gives a start date, so Syllabus 2022 remains the syllabus for current exams. Check ICSI's New Syllabus 2022 page for any final decision.

For the Professional stage, the draft proposes:

• A possible new name: the draft heads the stage "Professional Programme OR Governance and Strategic Leadership Programme".
• Seven papers again, with new compulsory subjects: Governance, Sustainability and Risk Management; Digital Governance, Data Privacy and AI; Advanced Company Law; Corporate Finance and Financial Management; Corporate Restructuring, Valuation and Insolvency; plus two electives.
• Experiential learning: where it applies, 70% of a paper's weightage would come from the written exam and 30% from experiential learning.

Frequently Asked Questions

Is CS Professional the same as CS Final?

Yes. "CS Final" is an informal name for CS Professional, the last of the three exam stages after CSEET and CS Executive. ICSI calls it the Professional Programme.

What do I need to do after passing CS Professional?

Complete your training. Under ICSI's Student Training Guidelines 2024, the 30-day Corporate Leadership Development Programme comes after you have passed CS Professional and completed the 30-day Executive Development Programme and 21 months of long-term training. Our guide to the CS course explains the whole route to becoming a Company Secretary.