How to Prepare CS Executive Securities Laws Capital Markets

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 1 – Securities Contracts (Regulation) Act, 1956

This lesson will give an insight into the various Powers of Central Government, Stock Exchange and SEBI under the SCRA Act, the penal provisions, procedures, offences, the procedure for appeal to SAT, Right of Investors and various listing and delisting provisions under Securities Contract (Regulations) Rules, 1957 etc. At the end of this lesson, the student will able to understand:

• Registration of stock exchange(s);

• Powers of Central Government in various cases;

• Powers of SEBI under SCRA;

• Clearing Corporation and its functions;

• Issue of securities to the Public;

• Powers of Recognised Stock Exchange to make rules and bye-laws;

• Delisting of securities from recognised stock exchange;

• Procedure to file an appeal to Securities appellate tribunal;

• Various penalties for various offences as prescribed under the Act; and

• Requirements for listing of securities with recognised stock exchange;

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 2 – Securities and Exchange Board of India Act, 1992

With an aim to regulate the securities market in India, the Govt. of India set up a regulatory body i.e. SEBI in 1988. It became an autonomous body by The Government of India on 12 April 1992 and given statutory powers in 1992 with SEBI Act, 1992 being passed by the Indian Parliament.

The Preamble of the Securities and Exchange Board of India is “to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and for matters connected therewith or incidental thereto”.

The objective of this lesson, is to provide a broader information regarding various powers and functions of SEBI, various stringent penalties for protecting the interest of investors and and inspection of various regulated entities, etc. to the students.

At the end of this lesson, the student will able to understand :

• Powers and functions of SEBI;

• Conditions for offer of collective investment scheme by a company;

• Investigations procedure by the SEBI;

• Various penalties imposed by the SEBI for various failures, default, non-disclosure and other offenses;

• Procedure & Conditions for registration of an intermediaries; and

• Formation of the Securities Appellant Tribunal, its compositions, tenure, requirements for appeal and its powers.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 3 – Depositories Act, 1996

The operational and functional issues relating to depository system have been discussed in this lesson to give an idea of the practical implications of various statutory and regulatory provisions. Further, a Practising Company Secretary has been recognised by SEBI for various types of Audit of Depository participants. At the end of this lesson, the student will able to understand

• Basics of depository and its benefits;

• Models of depository and its functions;

• Process of dematerialisation and rematerialisation of securities;

• Securities which are eligible to be issue in depository mode;

• The concept of fungibility and rights of depository & beneficial owner;

• The applicability of SEBI (Depositories and Participants) Regulations, 1996;

• Audit of depositories i.e., Internal Audit and Concurrent Audit by a Practising Company Secretary; and

• Audit of Reconciliation of Share Capital by a Practising Company Secretary.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 4 – An Overview of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the ICDR Regulations) were notified with the objective to bring more clarity to the provisions of the rescinded SEBI DIP Guidelines by removing the redundant provisions and modifying certain provisions on account of changes necessitated due to market design.

At the end of this lesson, the student will able to understand:

• Types of Issue;

• Concept of draft offer document, letter of offer and red herring prospectus;

• Contribution of promoters in case of Public Issue & exemption from the same;

• Concept of underwriting, Opening of Public issue & Minimum Subscription;

• Minimum number of share applications and application money;

• Pre-issue advertisement & Post issue advertisement;

• Restriction on further issue of capital & Reservation on competitive basis; and

• Detailed procedure for issue of securities by companies.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 5 – An Overview of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Listing agreement means where the securities are listed on the application of any person in any recognised stock exchange, such person shall comply with the conditions of the listing agreement with that stock exchange.

The SEBI Listing Regulations lay down the broad principles for periodic disclosures to be given by the listed entities operating in different segments of the capital markets. The Listing Regulations have been structured to provide ease of reference by consolidating into one single document across various types of securities listed on the Stock Exchanges.

This lesson will give an overview of :

• Obligations of listed entities;

• Various compliances & disclosures required to be made by the listed entities;

• Types of Board committee under listing regulations;

• Concept of Vigil Mechanism and Related Party Transactions; and

• Role of Company Secretary as a compliance officer as per listing regulations

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 6 – An Overview of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

After going through this lesson, the students will have the knowledge about the various procedural aspects of takeover by an acquirer and target company with respect to acquisitions and takeover.

At the end of this lesson, the student will have the conceptual clarity about the following aspects of SEBI Takeover Code:

• Triggering point while making an open offer by an acquirer;

• Open offer to the public;

• Concept of Public announcement i.e., timing of Public announcement & Detailed Public announcement;

• Procedural compliances related to letter of offer, opening of the offer etc.;

• Obligations of the acquirer and target company;

• Various disclosures requirements;

• Exemptions available to the acquirer in case of open offer; and

• Practical aspects of takeover.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 7 – SEBI (Buy-Back of Securities) Regulations, 1998

Buy-back of securities is a corporate financial strategy which involves capital restructuring and is resorted by companies to achieve the varied objectives of increasing earnings per share, averting hostile takeovers, improving returns to stakeholders and realigning the capital structure.

This lesson will give an insight to the students into various methods of buy back available, prohibitions, objectives and process of buy back etc. At the end of this lesson, the student will able to understand:

• Methods of buy back of securities;

• Procedure for buyback of securities from existing or security shareholders, from open market and from odd-lot holders;

• Compliances related to extinguishing of bought back securities; and

• Obligations of the company and Merchant Banker

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 8 – SEBI (Delisting of Equity Shares) Regulations, 2009

With the new trends towards regulatory simplification to facilitate growth of businesses, barriers to free entry and exit to companies could ultimately prove to be prohibitive in terms of loss of Capital, resources and expertise. Internationally, stock exchanges do not impose any restriction on de-listing and allow de-listing subject to certain conditions such as minimum notice period for the company, exit offers to investors, etc.

This lesson will make the student acquainted with the various provisions of delisting, reasons for delisting and the various requirements to be complied with. At the end of this lesson, the student will able to understand:

• Agencies involved in delisting process and their Role

• Concept of voluntary delisting and its different modes;

• Comprehensive procedure for delisting of equity shares from all the stock exchanges or few stock exchange;

• Meaning of small companies and how it can voluntary delist its equity shares;

• Compulsory delisting of shares and its detailed procedure; and

• Special powers of the recognised stock exchange in case of delisting of equity shares.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 9 – SEBI (Share Based Employee Benefits) Regulations, 2014 – An Overview

In this very dynamic era, most of the organisations are faced with a persistent challenge of attracting and retaining talented employees. Equity based compensation or stock based incentive schemes are widely used by the organisations in India and across the globe for their perceived benefits to both employer and employees in the long run.

This lesson will enable the students to learn the various provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. At the end of this lesson, the student will able to:

• Understand the provisions of Companies Act, 2013 with respect to Employee stock option;

• Specify the companies eligible to issue ESOP/ESPS/GEBS/RBS/SARS;

• Familiarize with the types of schemes offered by the listed company;

• Understand the full procedure for issue of fresh shares for ESOPs;

• Determine the implementation of scheme through trust;

• Understand the concept of compensation committee & cases where shareholders’ approval required;

• Explain the administration of specific schemes like ESOS/ESPS/GEBS/RBS/SARS;

• Specify the provisions of SEBI LODR which is applicable to ESOP/ESPS; and

• Role of company secretary in issue of ESOP/ESPS/GEBS/RBS/SARS.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 10 – SEBI (Issue of Sweat Equity) Regulations, 2002 – An Overview

Issue of sweat equity is governed by the provisions of section 54 of the Companies Act, 2013, relevant rules and SEBI (Issue of Sweat Equity) Regulations, 2002. These regulations applicable to issue of sweat equity shares by the listed companies. At the end of this lesson, the student will able to:

• Correlate the provision of companies act with SEBI Issue of Sweat Equity Regulations;

• Specify the eligible person for issue of sweat equity shares;

• Understand the requirement of shareholders’ approval by passing special resolution;

• Determine the pricing of sweat equity shares and its accounting treatment & valuation IPRs; and

• Enumerate the ceiling on Managerial remuneration & Lock-in of sweat equity shares.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 11 – SEBI (Prohibition of Insider Trading) Regulations, 2015

At present, insider trading of securities by directors and key managerial personnel shall be administered by the SEBI Regulations. These regulations are comprehensive and covering all the provisions of insider trading of securities.

At the end of this lesson, the student will be able to:

• Understand the important definitions i.e., Connected person, Person deemed to be connected person, Insider, Unpublished price sensitive information;

• Explain the information/communication related to company which shall not be provide to any person;

• Elucidate trading when in possession of Unpublished price sensitive information;

• Understand the concept of trading plans;

• Specify the disclosures of trading and interest by certain persons;

• Familiarize with the code of Fair disclosure and conduct; and

• Understand the various penalties for violations under SEBI Act.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 12 – Mutual Funds

Mutual fund provides the information about the investment particulars of the corpus (company and sector-wise), credit ratings, market value of investments, NAVs, returns, repurchase and sale price of the schemes. At the end of this lesson, the student will able to:

• Familiarize with the structure of mutual fund and understand the risks associated with Mutual fund;

• Specify the types of Mutual fund in India;

• Determine the key players of the Mutual Fund;

• Understand the concept of Sponsor, Asset Management Company (AMC), Trustee and Unit Holder;

• Meaning of Net Asset Value, Expense Ratio and Holding Period Return; and

• Correlate the compliances of SEBI Mutual Funds Regulations with SEBI LODR.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 13 – Collective Investment Schemes

Collective Investment Scheme are regulated by SEBI (Collective Investment Scheme) Regulations, 1999 which was notified on October 15, 1999. These regulations defines Collective Investment Management Company to mean a company incorporated under the Companies Act, 2013 and registered with SEBI under these regulations, whose object is to organize, operate and manage a collective investment.

This lesson will give an overview of collective investment scheme, listing of schemes and its winding up etc. At the end of this lesson, the student will able to:

• Understand the business activities which is restrictions under CIS regulation;

• Understand the compliances related to quarterly report of CIS;

• Determine the obligations of collective investment management company(CIMC), trustee;

• Understand the conditions of the termination of the agreement with the CIMC; and

• Specify the procedure for allotment, transfer of units and winding up of scheme.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 14 – SEBI (Ombudsman) Regulations, 2003

Ombudsman in its literal sense is an independent person appointed to hear and act upon citizen’s complaint about government services. In this regard, SEBI had notified the SEBI (Ombudsman) Regulations, 2003 on August 21, 2003 which deals with establishment of office of Ombudsman, powers and functions of Ombudsman, procedure for redressal of Grievances and implementation of the award. This lesson also covers provisions related to SEBI Complaints Redress System (SCORES), and SEBI (Informal Guidance) Scheme, 2003.

In this lesson, a student will be able to know about SCORES, SEBI Ombudsman Regulations and Informal Guidance Scheme, etc. At the end of this lesson, the student will able to know:

• How to file a complaint in SCORES site;

• When a case can be referred for arbitration;

• Concept of Ombudsman and its powers & functions;

• Procedure for redressal of grievance; and

• Concept of Informal Guidance.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 15 – Structure of Capital Market

Secondary Market refers to a market where securities are traded after being initially offered to the public in the primary market and/or listed on the Stock Exchange. Majority of the trading is done in the secondary market. Secondary market comprises of equity markets and the debt markets. There are many other factors also such as integration with global financial market, policy decision which affect the working of stock markets.

At the end of this lesson, the student will able to understand:

– Different categories of Investment Institutions in detail;

– Various Capital Markets Instruments;

– Book building, Application Supported by Block Amount, Green Shoe Option etc.; and

– Concept of Secondary Market & its trading mechanism etc.

How to Prepare CS Executive Securities Laws Capital Markets : Lesson 16 – Securities Market Intermediaries

Intermediaries are service providers and are an integral part of any financial system. The objective of these intermediaries is to smoothen the process of investment and to establish a link between the investors and the users of funds. The Market Regulator, i.e., SEBI regulates various intermediaries in the primary and secondary markets through its Regulations for these respective intermediaries. These Regulations also empower SEBI to inspect the functioning of these intermediaries and to collect fees from them and to impose penalties on erring entities.

At the end of this lesson, the student have an overview about various types of intermediaries operating in Capital Market and its role & responsibility, Internal Audit of Intermediaries by company secretary in practice.

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2. CS Executive Setting up of Business Entities Video Lectures

3. CS Executive Jurisprudence Interpretation General Laws Video Lectures

4. CS Executive New Syllabus Tax Laws Video Lectures

2. CS Executive Securities Laws Capital Markets Video Lectures

3. CS Executive Economic Business Commercial Laws Video Lectures

4. CS Executive Financial Strategic Management Video Lectures