Everything you need to know while preparing for CA Intermediate Paper 2: Corporate and Other Laws

In this article, we are sharing the tips & tricks on Preparing for CA Intermediate Paper 2: Corporate and Other Laws.

What is the structure of the paper?

The Law paper at CA Intermediate is very application based & involves a mix of conceptual questions as well as several practical case studies that test your application throughout the syllabus.

Multiple choice questions of 1 or 2 marks each (both standalone and case study based) aggregating a total of 30 marks are asked. The break-up of the remaining 70 marks of descriptive type questions is as under:

  1. Question 1 – 19 marks (compulsory).
  2. Question 2 to 5 – 17 marks each (attempt any 3 out of 4).

What are the examiner’s expectations?

    1. The examiner will give emphasis on language, coherence, and consistency.
    2. He will assess the ability of the student to interpret and analyse the facts of the problem(s) and law point(s) therein, with reference to relevant provisions of law, precedents and case laws, latest development, usage of appropriate language, exercise of good judgement and logical presentation of answers.
    3. So, the conceptual clarity, analytical ability, in-depth knowledge, and intelligence exhibited by the examinee in logical presentation of answers will be given weightage instead of merely re-producing bookish knowledge.

What should be the source of content?

        1. Content provided by your Coaching Provider along with your personal summary notes can be used as a base. However, ensure that it is comprehensive in its coverage by cross checking it with ICAI material
        2. Past Examination Papers, RTPs and MTPs.
        3. Referencer developed by ICAI for a summarised version of the notes.
        4. MCQs and Case Scenarios Booklet developed by ICAI for a detailed understanding of types of multiple choice questions asked.

Also refer ICAI’s website for recent amendments which are relevant for the exam.

Pro Tip: Stick to your base material as a reference. You must avoid changing the source of content closer to examination since that may lead to confusion in your study preparation.

What is the ideal learning methodology & time to be invested?

ReadingSourceTimeExpected Outcome
1stA detailed study of every concept involved6 to 7 days· Compare the Coaching Provider Notes with ICAI Study Material. At this level you should ensure you have eliminated various sources and have one set of notes only.

· Make summarised notes of every legal provision in your own words, by using graphical tools of presentation. (flow charts, arrow diagrams, etc.)

· Make a list of the important section numbers from each Act.

· Identify important questions from all the sources and condense it in one place.

2ndA summarised version of the syllabus3 to 4 days● Concise the study material further.

● Write and practice to understand the nuances of writing the legal language. (Atleast list down key words for each answer and then compare with the solution given)

3rdA quick revision to cut-down pre-exam study time1 to 1.5 days● Go through all your summarised notes and appear for a mock exam.
4thThe final revision one-day before the exam1 to 1.5 days● Trust your past preparations and instincts.

● Read through all the notes prepared by you.

● Go through all important questions from past papers that you have identified.

Pro Tip: Mock Test Papers (2 or 3) should be attempted sincerely, and a lesser time than 3 hours should be set (say 2 hours 45 mins) in which attempt should be made to complete the paper. This will ensure that appropriate speed would be developed and there will not be any difficulty in the completion of the final exam paper.

Sufficient writing practice improves your ability to produce legal language with the right use of legal vocabulary, terms, section numbers, case law references & so on.

What is the appropriate order in which the syllabus should be studied?

Name of ChapterPriority 1

(Most important)

Priority 2

(Moderately important)

Priority 3

(Less frequently asked)

Company Law (60% Weightage)
Basics of CompanySmall Company, Section 8 Company, OPC, Foreign Company, Associate CompanyGuarantee Company, Unlimited Liability Company, Government Company, Holding and Subsidiary CompanyOther Types of Companies
Incorporation of Company and Matters Incidental TheretoFurnishing of false or incorrect information, Commencement of businessProcedure to Incorporate a CompanyEffects of Registration, Service of Documents
Name Clause, Registered Office Clause, Object Clause, Doctrine of Ultra Vires, EntrenchmentDoctrine of Constructive Notice and Doctrine of Indoor ManagementOther Concepts, Articles of Association
Prospectus and Allotment of SharesShelf Prospectus, When is director / expert not liable, Private Placement,  UnderwritingOther concepts of Prospectus, Irregular Allotment, GDRsAllotment
Share Capital and DebenturesDVR, Further issue of capital, Bonus shares, Buy-Back of Securities, Sweat Equity, ESOPs, Notice of refusal and remedy against refusal, DRR, Debenture Trustee, ChargeIrredeemable Preference shares, Restriction on financial assistance for purchase of shares, Rights and Variation of Rights, Reduction of capital, Rectification of register of membersOther Concepts, Share Certificate, Transfer and Transmission of Shares, Basic concepts of Debentures
Registration of ChargesAll concepts
Acceptance of DepositsAll concepts
Payment and declaration of dividendAll concepts
MeetingsAnnual Return, Notice, Proxy, Quorum, VotingResolutionsAGM, EGM, Other Concepts
Accounts of CompaniesReopening on Tribunal’s Orders, NFRA, Board’s Report, Governance Report, CSRVoluntary revision, Filing with Registrar, Internal AuditBasics and other concepts
Audit and AuditorsAppointment, Casual Vacancy, Removal, Resignation, Eligibility, Cost AuditReporting of frauds, Prohibited Services, Punishment for contraventionRemuneration, Powers and Duties, Other concepts
Other Laws (40% Weightage)
Indian Contract ActGuarantee, Agency,Indemnity, BailmentPledge
General Clauses ActAll concepts
Negotiable Instruments ActAll concepts
Interpretation of StatutesRules of InterpretationOther concepts

Disclaimer: The above analysis is based on examination papers of the last 3-4 years. The trend may change from time to time at discretion of ICAI

How can I ace my exam writing skills?

Accounting papers are known to be lengthy – The best way through it is to know a rough format of your answers in advance by practicing a few answers of each chapter in writing.

      1. Use the 15 minutes reading time judiciously to strategize your way through the paper.
      2. It is very important to choose the right order for attempting the paper – ensure that you manage to attempt 40 marks in the first 1-1.25 hours.
      3. Quote Relevant section number and / or case law to enhance the quality of the answer and provide value addition.
      4. Focus should be given on the crux / key terms & words of every provision and usage of the right legal vocabulary.
      5. Present the analytical case-study based answers in the following manner:
        1. Section Number and Name of the Act
        2. Case Law (if any)
        3. Relevant Provisions
        4. Facts of the case in brief (present only those facts that are pertinent to your subsequent analysis)
        5. Comments and analysis
        6. Conclusion
      6. Ensure that you underline the key words, wherever relevant
      7. Ensure that your paper is neat, handwriting is legible, and sufficient lines are left in between paragraphs.

Pro Tip: Start writing your exam with the question you are most comfortable with – it will help to boost your confidence for the paper.

How to prepare on the eve of the exam?

It is possible to revise the entire syllabus provided you have prepared summary notes and have a thorough grip on the content.

Below is an illustrative list on how topics should be allocated between the three days you will have. You should prepare your own list based on the syllabus coverage and instructions by your coaching provider.

On day of Law paperBreak dayOn the exam day
· Indian Contract Act

· Audit and Auditors

· Declaration and Payment of Dividend

· Companies Act – Preliminary

· Incorporation of Company and Matters Incidental Thereto

· Meetings

· Accounts of Company

· Registration of Charges

· Acceptance of Deposits

· Share Capital and Debentures

· Negotiable Instruments Act

· General Clauses Act

· Interpretation of Statutes

· Go through all RTPs, MTPs and Past Papers

· Read the list of important sections & penalties

· Do a quick revision of the important topics and concepts

What are the major challenges faced by students while attempting the Exam on the D Day & how must I prepare in advance to meet those challenges?

Inability to logically think and present an answer to a new question● Take the recourse of basic provisions that would be applicable in the case.

● Solve a couple of questions in writing in every revision.

● Focus on the format of the various answers as per ICAI.

Recollecting and associating questions to the related topicsAppear for mock exams in a time bound format so that you can get an idea of how to deal with all the topics together.
Scoring well in the theory based questionsUse the right vocabulary – stick to the keywords used by ICAI.
Inability to manage time in the paperUnnecessary time should not be devoted on a particular question. In case you cannot figure out the solution to a particular question, designate some time to it at the end of the paper.
Inability to understand the content expectations of the examinerRead up the past RTPs and Exam Papers to gain an understanding of the answer format. Read up Summary of examiner’s comments from past attempts on the ICAI Website.

For additional resources to assist you while preparing for CA Intermediate, visit here.

Good Luck!

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