CS (Company Secretary) Corporate and Economic Laws Syllabus

Corporate and Economic Laws syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Corporate and Economic Laws in CS (Company Secretary), not a summary of it.

1. 1

   Securities Laws and Capital Markets

   4 topics

   • SEBI Framework
     • SEBI Act powers and functions
     • Securities Contracts (Regulation) Act
   • Primary Market Regulations
     • SEBI ICDR Regulations
     • IPO, FPO and book-building
   • Secondary Market and Intermediaries
     • Stock exchanges and depositories
     • Insider trading and PIT Regulations
   • Takeovers and Delisting
     • SEBI SAST Regulations
     • Delisting and buyback regulations
2. 2

   Economic, Business and Commercial Laws

   4 topics

   • Foreign Exchange Management
     • FEMA framework and FDI policy
     • ODI and ECB regulations
   • Competition Law
     • Anti-competitive agreements and abuse of dominance
     • Combinations and CCI regulation
   • Foreign Trade and Investment
     • Foreign Trade Policy
     • Special Economic Zones
   • Consumer and Competition Protection
     • Consumer Protection Act framework
     • Legal Metrology overview
3. 3

   Banking, Insurance and Insolvency Laws

   3 topics

   • Banking Regulation
     • Banking Regulation Act essentials
     • RBI as regulator
   • Insurance Laws
     • Insurance Act and IRDAI
     • Principles of insurance contracts
   • Insolvency and Bankruptcy Code
     • Corporate insolvency resolution process
     • Liquidation and resolution professionals
     • Cross-border insolvency overview
4. 4

   Intellectual Property and Information Laws

   3 topics

   • Intellectual Property Rights
     • Patents, trademarks and copyrights
     • Designs and geographical indications
   • Information Technology Law
     • IT Act and digital signatures
     • Data protection and cyber offences
   • Prevention of Money Laundering
     • PMLA framework
     • KYC and reporting obligations

Corporate and Economic Laws flashcards for CS (Company Secretary)

22 of 56 cards from the Corporate and Economic Laws deck — real questions with worked answers.

1. Which statute established the Securities and Exchange Board of India (SEBI) as a statutory body, and in what year?

   The SEBI Act, 1992 made SEBI a statutory regulator (SEBI was originally formed in 1988 but became statutory in 1992).

2. What are the three main functions of SEBI as stated in the preamble to the SEBI Act, 1992?

   To protect the interests of investors in securities, to promote the development of the securities market, and to regulate the securities market.

3. Under the SEBI Act, who comprises the SEBI Board?

   A Chairman, two members from the Union Ministries dealing with finance and law, one member from the RBI, and five other members (at least three whole-time) appointed by the Central Government.

4. What is the appellate body for orders passed by SEBI, and where do further appeals lie?

   The Securities Appellate Tribunal (SAT); further appeal lies to the Supreme Court of India on a question of law within 60 days.

5. Which SEBI regulations govern public issues and rights issues by listed and unlisted companies?

   The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 — SEBI ICDR Regulations.

6. In an IPO under SEBI ICDR, what is the minimum promoters' contribution and lock-in period?

   Promoters must contribute at least 20% of the post-issue capital, which is locked in for 18 months (reduced from 3 years); promoter holding above the minimum is locked in for 6 months.

7. Differentiate between a Fixed Price Issue and a Book Building Issue.

   In a fixed price issue the price is determined and printed in the prospectus in advance; in a book building issue a price band is given and the final cut-off price is discovered through investor bids.

8. In a book-built IPO, what is the maximum permitted spread of the price band?

   The cap of the price band must not exceed 120% of the floor price (the cap can be at most 20% above the floor).

9. What is the reservation of the net offer for Retail Individual Investors (RIIs) in a book-built issue where the issuer does not meet profitability norms?

   At least 35% to RIIs, not more than 50% to QIBs (Qualified Institutional Buyers), and at least 15% to Non-Institutional Investors (NIIs).

10. What does ASBA stand for and what is its purpose in a public issue?

    Applications Supported by Blocked Amount — the application money is blocked in the investor's bank account and is debited only on allotment, rather than being paid upfront.

11. What is an 'Anchor Investor' under SEBI ICDR Regulations?

    A Qualified Institutional Buyer who applies under the anchor investor category for at least Rs. 10 crore; up to 60% of the QIB portion may be allotted to anchor investors, subject to a lock-in.

12. What is a Red Herring Prospectus?

    A prospectus used in book building that does not contain the price or number of securities offered; the final price/quantum are filed later in the final prospectus.

13. Name the SEBI regulations governing the continuous obligations of listed entities.

    The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — SEBI LODR Regulations.

14. Under SEBI LODR, what is the minimum public shareholding requirement for a listed company?

    At least 25% of the company's shares must be held by the public (minimum public shareholding).

15. What is the threshold of board composition for independent directors under SEBI LODR for a listed company where the chairperson is a non-executive promoter?

    At least one-half of the board must comprise independent directors (where the chairperson is a non-executive director related to the promoter); otherwise at least one-third must be independent directors.

16. Which SEBI regulations regulate stock brokers, sub-brokers and other market intermediaries?

    The SEBI (Stock Brokers) Regulations, 1992 (and intermediary-specific regulations such as Merchant Bankers Regulations, 1992; Depositories Act, 1996 for depositories).

17. What is the role of a Merchant Banker in a public issue?

    A merchant banker (lead manager) manages the issue — due diligence, drafting the prospectus, pricing, marketing, and ensuring compliance; it is registered with SEBI under the Merchant Bankers Regulations, 1992.

18. What is the difference between NSDL and CDSL?

    Both are depositories holding securities in dematerialised form: NSDL (National Securities Depository Ltd) is promoted mainly by NSE/IDBI; CDSL (Central Depository Services Ltd) is promoted mainly by BSE.

19. Which SEBI regulations govern substantial acquisition of shares and takeovers?

    The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 — the Takeover Code.

20. Under the Takeover Code, 2011, what acquisition triggers a mandatory open offer (initial threshold)?

    Acquisition of 25% or more of voting rights triggers a mandatory open offer (the initial threshold).

21. Under the Takeover Code, what is the creeping acquisition limit that triggers an open offer?

    An acquirer already holding between 25% and the maximum permissible non-public shareholding who acquires more than 5% of voting rights in a financial year must make an open offer (creeping acquisition limit).

22. What is the minimum size of an open offer under the Takeover Regulations, 2011?

    The open offer must be for at least 26% of the total voting share capital of the target company.

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