PAPER-5 Capital Market & Securities Laws CS Executive Mod-2


Objectives :

a To provide the basic understanding of the working of capital market in India. l
b To provide conceptual understanding and working knowledge of securities laws governing the entities listed on the stock exchanges
Level of Knowledge : Working Knowledge
Detailed Contents
 Part I : Capital Market (40 Marks)

1. Basics of Capital Market:

*Structure of Capital Market l Participants of Capital Market l Capital Market Instruments

2. Secondary Market in India:

*Development of Stock market in India
*Stock market & its operations
*Trading Mechanism
*Exchange Traded Fund
*Rights Entitlements
*Block and Bulk deals
*Basis of Sensex
*Nifty l Types of Indexes
*Clearing Corporations
*Suspension and Penalties
*Surveillance Mechanism
*Risk management in Secondary market
*Impact of various Policies on Stock Markets
*Types of Market l Types of Trading Platform
*Regulators of Secondary Markets

3. Securities Contracts (Regulations) Act 1956 :

*Objectives of the SCR Act, Rules and Regulations made there under
*Important Definitions
*Recognized Stock Exchange
*Public issue and listing of securities
*Case Laws

4. Securities and Exchange Board of India:

*Powers and functions of SEBI
*Securities Appellate Tribunal
*Penalties and appeals
*Procedure for Redressal of Grievances
*SEBI (Informal Guidance) Scheme, 2003
*Case Laws

5.Laws Governing to Depositories and Depository Participants:

*Role & Functions of Depositories
*Depository Participants
*Admission of Securities
*Dematerialization & Re-materialization
*International Securities Identification Number (ISIN)
*Depository Process
*Inspection and Penalties
*Internal Audit and Concurrent Audit of Depository Participants

6. Securities Market Intermediaries

*Regulatory Framework
*Primary Market and Secondary Market Intermediaries
*Role and Functions of Merchant Bankers, Stock Brokers, Registrars and Transfer Agents, Bankers to an Issue, Portfolio Managers, Debenture
*Trustees, Investment Advisers, Research Analysts, Credit Rating Agencies, Depositories and Depositories Participants, Foreign Institutional Investors
*Internal Audit of Intermediaries by Company Secretary in Practice
*Case Laws and Case Studies

7. International Financial Services Centres Authority (IFSCA)

*Establishment of Authority
*Powers and Functions of Authority
*International Financial Services Centre (IFSC)
l Financial Products l Financial Services
l Listing and Trading of units in IFSC
l SEBI IFSC Guidelines

8. Issue of Securities- Concepts:

*Types of Issues
*Initial Public Offer
*Further Public Offering
*Rights Issue l Preferential Issue
*Qualified Institutions Placement
*Initial Public Offer of Indian Depository Receipts
*Rights Issue of Indian Depository Receipts
*Initial Public Offer by Small and Medium Enterprises
*Bonus Issue
*Share Based Employee Benefits and Sweat Equity

9. Issue and Listing of Non-Convertible Securities:

*Debt Securities and Non-Convertible Redeemable Preference Shares
*Perpetual Debt Instruments
*Commercial Paper - Issuance and Listing

10. Listing Obligations and Disclosure Requirements:

*Compliances under SEBI (LODR) Regulations, 2015
*Key Provisions pertaining to Corporate Governance
*Prior Intimations l Disclosure of Events or Information
*Meeting of shareholders and voting
*Compliance under SEBI (LODR) Regulations, 2015 which has listed its non-convertible securities
*Liability of a Listed Entity for Contravention
*Case Laws and Case Studies

11. Acquisition of Shares and Takeovers - Concepts:

*Regulatory Framework
*Trigger point for making an open offer by an acquirer
*Disclosures l Exemptions l Case Laws and Case Studies

12. Prohibition of Insider Trading:

*Basic Concepts
*Unpublished price sensitive information (UPSI)
*Trading Plans
*Informant Incentives and Rewards
*Codes of fair disclosure and conduct
*Penalties and Appeal
*Case Laws and Case Studies

13. Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market:

*Prohibition of certain dealings in securities
*Prohibition of manipulative, fraudulent and unfair trade practices
*Case Laws and Case Studies

14. Delisting and Buyback of Securities - Concepts:

*Delisting of Equity Shares
*Voluntary Delisting l Exit Opportunity
*Compulsory Delisting
*Conditions of buy-back
*Buy back Methods
*Tender Offer
*Open Market (Book building and Stock Exchange)
*General obligations l Penalties
*Case Laws and Case Studies

15. Mutual Funds:

*Regulatory Framework
*Types of Mutual Funds and Schemes
*Key players in Mutual Funds - Sponsor, Asset Management Company, Trustee, Unit holder
*Evaluating performance of Mutual funds - Net Asset Value
*Expense Ratio
*Holding Period Return

16. Collective Investment Schemes:

*Regulatory Framewor
*Restrictions on Business Activities
*Submission of Information and Documents
*Trustees and their Obligations
*Case Laws and Case Studies