CS (Company Secretary) Corporate and Economic Laws Syllabus

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).

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.

Which SEBI regulations govern voluntary delisting of equity shares, and what is the price discovery mechanism?

The SEBI (Delisting of Equity Shares) Regulations, 2021; the exit price is discovered through reverse book building.

In delisting via reverse book building, when is the offer successful?

When the post-offer promoter shareholding (with shares tendered at/below the discovered price) reaches 90% of the total share capital.

What is the primary statute governing foreign exchange transactions in India, and what did it replace?

The Foreign Exchange Management Act, 1999 (FEMA), which replaced the Foreign Exchange Regulation Act, 1973 (FERA).

Distinguish a Capital Account Transaction from a Current Account Transaction under FEMA.

A capital account transaction alters assets/liabilities outside India of residents or in India of non-residents (e.g., investment, borrowing); a current account transaction is any transaction other than a capital account transaction (e.g., trade payments, travel, interest).

Under FEMA, what is an 'Authorised Person'?

An authorised dealer, money changer, off-shore banking unit or any other person authorised by the RBI to deal in foreign exchange or foreign securities.

Who administers FEMA, and which body adjudicates contraventions?

The Reserve Bank of India administers FEMA; contraventions are adjudicated by the Directorate of Enforcement (ED), with appeals to the Appellate Tribunal under SAFEMA / FEMA.

What are the two routes for Foreign Direct Investment (FDI) into India?

The Automatic Route (no prior government approval needed) and the Government/Approval Route (prior approval of the concerned administrative ministry/department required).

What is the principal statute governing competition in India, and which authority enforces it?

The Competition Act, 2002, enforced by the Competition Commission of India (CCI), with appeals to the NCLAT.

Under the Competition Act, what is an 'anti-competitive agreement', and which type is presumed to cause appreciable adverse effect on competition (AAEC)?

An agreement that causes or is likely to cause AAEC; horizontal agreements (cartels — price-fixing, output limitation, market sharing, bid rigging) are presumed to cause AAEC.

Define 'abuse of dominant position' under the Competition Act, 2002.

Conduct by an enterprise in a dominant position (a position of strength enabling it to operate independently of competitive forces) that imposes unfair conditions/prices, limits production, denies market access, or leverages dominance — Section 4.

What is a 'combination' under the Competition Act and when must it be notified to CCI?

A combination is a merger, amalgamation or acquisition exceeding prescribed asset/turnover thresholds; it must be notified to and approved by the CCI before taking effect.

What is the principal legislation governing foreign trade in India and who is the implementing authority?

The Foreign Trade (Development and Regulation) Act, 1992, administered by the Director General of Foreign Trade (DGFT) under the Ministry of Commerce; trade is governed by the Foreign Trade Policy.

What is an Importer-Exporter Code (IEC) and who issues it?

A unique code mandatory for undertaking import or export, issued by the DGFT; presently it is PAN-based.

What is the principal statute protecting consumers in India currently in force, and what major redressal mechanism did it introduce?

The Consumer Protection Act, 2019 (replacing the 1986 Act); it established the Central Consumer Protection Authority (CCPA) and added provisions for e-commerce, product liability, and mediation.

What is the three-tier consumer dispute redressal structure and their pecuniary jurisdictions under the Consumer Protection Act, 2019 (as amended)?

District Commission (up to Rs. 50 lakh), State Commission (above Rs. 50 lakh to Rs. 2 crore), and National Commission (above Rs. 2 crore).

Define 'deficiency' in service under the Consumer Protection Act, 2019.

Any fault, imperfection, shortcoming or inadequacy in the quality, nature or manner of performance required to be maintained under any law or contract in relation to a service, including negligence and withholding of relevant information.

Which Act is the principal legislation regulating banking companies in India, and which RBI statute provides for the central bank?

The Banking Regulation Act, 1949 regulates banking companies; the Reserve Bank of India Act, 1934 governs the RBI.

Under the Banking Regulation Act, what is the difference between CRR and SLR?

CRR (Cash Reserve Ratio) is the percentage of net demand and time liabilities a bank must keep as cash reserves with the RBI; SLR (Statutory Liquidity Ratio) is the percentage it must maintain in liquid assets like cash, gold and approved securities.

What does the term 'banking' mean under Section 5(b) of the Banking Regulation Act, 1949?

Accepting, for the purpose of lending or investment, deposits of money from the public, repayable on demand or otherwise, and withdrawable by cheque, draft, order or otherwise.

Which statute governs the insurance sector in India and which body is the regulator?

The Insurance Act, 1938 (and IRDA Act, 1999); the regulator is the Insurance Regulatory and Development Authority of India (IRDAI).

Distinguish between the principle of indemnity and life insurance in terms of insurable interest timing.

In indemnity (general/fire/marine) insurance, insurable interest must exist at the time of loss; in life insurance, insurable interest need only exist at the time of taking the policy.

What is the statute providing a time-bound insolvency resolution process in India, and in what year was it enacted?

The Insolvency and Bankruptcy Code, 2016 (IBC).

Under the IBC, what is the default time limit for completing the Corporate Insolvency Resolution Process (CIRP)?

180 days, extendable by 90 days; the overall outer limit including litigation is 330 days.

Who can initiate a Corporate Insolvency Resolution Process under the IBC?

A financial creditor (Sec. 7), an operational creditor (Sec. 9), or the corporate debtor itself (Sec. 10).

What is the 'waterfall mechanism' (order of priority) under Section 53 of the IBC for distribution of liquidation proceeds?

Order: (1) insolvency resolution/liquidation costs; (2) workmen's dues (24 months) and secured creditors who relinquished security, pari passu; (3) other employees' wages; (4) unsecured financial creditors; (5) government dues and remaining secured creditors; (6) other remaining debts; (7) preference shareholders; (8) equity shareholders.

What is the Committee of Creditors (CoC) under the IBC and what voting threshold approves a resolution plan?

The CoC comprises the financial creditors of the corporate debtor; a resolution plan must be approved by at least 66% of the voting share of the CoC.

Which Indian statute protects trademarks, and what is the term and renewability of a registered trademark?

The Trade Marks Act, 1999; a registered trademark is valid for 10 years and is renewable indefinitely for successive 10-year periods.

Under the Patents Act, 1970, what is the term of a patent and the key conditions of patentability?

Term is 20 years from the date of filing; conditions are novelty, inventive step (non-obviousness), and industrial application (utility).

Under the Copyright Act, 1957, what is the general term of copyright for literary, dramatic, musical and artistic works?

Lifetime of the author plus 60 years (counted from the year following the author's death).

What is the principal legislation governing cyber/electronic transactions in India and what did it give legal recognition to?

The Information Technology Act, 2000; it gave legal recognition to electronic records and digital/electronic signatures and facilitated e-governance and e-commerce.

Under the IT Act, 2000, what is the role of the 'Certifying Authority' and the 'Controller'?

A Certifying Authority issues Digital Signature Certificates; the Controller of Certifying Authorities (CCA) licenses and supervises Certifying Authorities.

What is the principal anti-money-laundering statute in India and what are the three stages of money laundering it targets?

The Prevention of Money Laundering Act, 2002 (PMLA); the stages are Placement, Layering, and Integration.

Under the PMLA, which authority investigates offences and which body adjudicates attachment of proceeds of crime?

The Directorate of Enforcement (ED) investigates; the Adjudicating Authority confirms attachment, with appeals to the Appellate Tribunal under PMLA.

What is a 'Suspicious Transaction Report' (STR) under the PMLA and to whom is it filed?

A report filed by reporting entities (banks, financial institutions, intermediaries) to the Financial Intelligence Unit-India (FIU-IND) on transactions that appear to involve proceeds of crime or have no apparent lawful purpose.