CS - Executive Programme : Module II - Securities Laws and Compliances

ICSICS (2008)EPSyllabus and Books • Module II - Securities Laws and Compliances

CS_EP :: Executive Programme
Paper 6 : Securities Laws and Compliances
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Expert knowledge

Objective . . .

To provide expert knowledge and understanding of securities laws and the regulatory framework concerning capital markets in India.

Contents . . .

Part A : Securities Laws (60 Marks)

1.An Overview of Legal and Regulatory Framework
Capital market regulatory framework — Securities Contracts (Regulation) Act, 1956; SEBI Act, 1992; Depositories Act, 1996; authorities governing capital markets; objective, power and functions of SEBI; Securities Appellate Tribunal, appearance before SAT.
Profile of securities market; securities market reforms and regulatory measures to promote investor confidence; growth of money market in India – structure and institutional mechanism.
2.Capital Market Instruments and Rating
Capital market instruments - equity, debentures, preference shares, sweat equity, non-voting shares ; new instruments of capital market – pure, hybrid and derivatives; money market instruments - treasury bills, commercial bills, commercial paper, participatory notes; rating and grading of instruments; concept, scope and significance; regulatory framework; rating agencies in India, rating methodologies.
3.Capital Market Intermediaries
Primary market and secondary market intermediaries – role and functions, merchant bankers, stock brokers, registrars to an issue, underwriters, bankers to issue, portfolio managers, debenture- trustees, foreign Institutional investors etc., self regulatory organisations, guidelines on anti money laundering; surveillance; holding of enquiry.
4.Secondary Market Institutions
Functions and significance of stock exchanges; regulatory framework; operations and trading mechanism of stock exchanges; Settlement of securities, surveillance mechanism at stock exchanges, straight through processing, demutualisation of stock exchanges.
5.Mutual Funds
Introduction, definitions, types, risks involved, setting up of mutual fund; concept of Trustee and Asset Management Company; regulatory framework.
6.Venture Capital
Concept of venture capital, regulatory framework, registration, investment conditions and restrictions, foreign venture capital investors, private capital funds.
7.Collective Investment Schemes
Regulatory framework governing collective investment schemes, restrictions on business activities, submission of information and documents, trustees and their obligations.
8.Buy–Back of Securities
Objectives of buy-back; available sources for buy–back of securities; conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies; pricing for buy back; modes of buy–back.
9.Depository System
Overview of depository system in India; Depositories Act; definitions, setting up of depository; role and functions of depository; depository participants; inspection and penalties; internal audit and concurrent audit of depository participants.

Part B : Issue Management and Compliances (40 Marks)

10.Issue of Capital
Listing of securities; SEBI Guidelines for Disclosure and Investor Protection (DIP), procedure for issue of various types of shares and debentures, employee stock option scheme; and employee stock purchase scheme, delising of securities.
11.Resource Mobilisation in International Capital Market
Listing of securities issued outside India - Foreign Currency Convertible Bonds, Global Depository Receipts, American Depository Receipts; External Commercial Borrowings, procedure for issue of various instruments.
12.Indian Depository Receipts
Indian Depository Receipts, procedure for making an issue of IDRs; conditions for issue of IDRs; listing of IDRs.


Capital Market in IndiaE.Gordon & K.NatarajanHimalaya Publishing House
Guide to Indian Capital MarketSanjeev AggarwalBharat Law House
SEBI Practice ManualV.L.IyerTaxman Allied Service
Indian Financial SystemsM.Y.KhanTata McGraw Hill
SEBI – LawS.Suryanarayanan & V.VaradarajanCommercial Law Publishers


Compliances and Procedures under SEBI LawMamta BhargavaShreeji Publishers
SEBI ManualTaxmann
Investment Management - Security Analysis and Portfolio ManagementV.K.BhallaS.Chand
Capital Markets in Central and Eastern Europe.Christian HelmensteinEastern Book Company
SEBI Annual ReportSEBI
Indian Securities Market – A ReviewNSE Yearly Publication.
Financial Derivatives – Risk ManagementV.K.BhallaS.Chand
Capital Market ManagementDr.V.A.AvadhaniHimalaya Publishing House
Investment & Securities Markets in IndiaDr.V.A.AvadhaniHimalaya Publishing House
How mutual funds workFred Man; WilesPrentice Hall of India
Euro IssueTaxmann


SEBI and Corporate LawsTaxmann, 59/32, New Rohtak Road, New Delhi-110 005.
Corporate Law AdviserCorporate Law Adviser, Post Bag No.3, Vasant Vihar, New Deli-110 052.
SEBI Monthly BulletinSEBI, Mumbai.
NSE NewsNational Stock Exchange of India Ltd. Mahindra Towers, Worli, Mumbai-400018.


Students are advised to read relevant Bare Acts and Rules and Regulations relating thereto. ‘Student Company Secretary’ and ‘Chartered Secretary’ Should also be read regularly for updating the knowledge.