CS Executive · Paper 5
CS Executive Capital Market and Securities Laws Paper Guide
Paper 5, Capital Market and Securities Laws, is a 100-mark written paper of 3 hours. Part I Capital Market carries 40 marks and Part II Securities Laws carries 60. You pass by learning SEBI regulations accurately and writing answers as provision, application, conclusion. Regulation-wise revision decides your score.
This paper tests whether you know how India's securities market is structured and regulated. Part I (40 marks) covers the capital market, the secondary market, the Securities Contracts (Regulation) Act, 1956, SEBI, depositories and intermediaries, and the IFSCA. Part II (60 marks) covers SEBI regulations: issue of capital and disclosure, share based employee benefits, non-convertible securities, listing obligations, takeovers, insider trading, fraudulent practices, delisting, buy-back, mutual funds and collective investment schemes.
The paper is descriptive. It is written in 3 hours, with 15 extra minutes for reading the question paper. There are no MCQs and no negative marking. You need at least 40% in this paper and 50% in the aggregate of Group 2 at one sitting to pass the group. The exact question pattern is set by ICSI, so check the latest ICSI question paper layout and past papers before you finalise your plan.
Students usually find Part II the harder half. It is dense with regulations, definitions, timelines, thresholds and procedures. Students who score well do three things. They learn the key terms and limits exactly. They tie each rule to its regulation. They practise short, structured answers, including small case-style problems on takeovers, insider trading and buy-back. Students who only read the text once tend to mix up similar rules across regulations.
Capital Market and Securities Laws: chapters and topics
Part I: Capital Market
Basics of Capital Market
Part I: Capital Market
Secondary Market in India
Part I: Capital Market
Securities Contracts (Regulation) Act, 1956
Part I: Capital Market
Securities and Exchange Board of India
Part I: Capital Market
Laws Governing Depositories and Depository Participants
Part I: Capital Market
Securities Market Intermediaries
- Securities Market Intermediaries: Overview and Registration
- Stock Brokers and Sub-Brokers
- Depositories and Depository Participants
- Merchant Bankers and Underwriters
- Registrars to an Issue and Share Transfer Agents
- Credit Rating Agencies, Debenture Trustees and Bankers to an Issue
- Portfolio Managers, Mutual Funds and Investment Advisers
- Other Intermediaries and SEBI Oversight
Part I: Capital Market
International Financial Services Centres Authority (IFSCA)
Part II: Securities Laws
Issue of Capital and Disclosure Requirements
- SEBI Powers under Section 11A of SEBI Act, 1992
- Public Issue Basics and Types of Issues
- Eligibility Norms for Public Issues
- Offer Document, Prospectus and Disclosure Requirements
- Pricing, Book Building and Minimum Promoters' Contribution
- Issue Process: Allotment, Listing and Intermediaries
- Rights Issue, Bonus Issue and Preferential Issue
Part II: Securities Laws
Share Based Employee Benefits and Sweat Equity
Part II: Securities Laws
Issue and Listing of Non-Convertible Securities
- Overview of Non-Convertible Securities and NCS Regulations
- Public Offer vs Private Placement of Debt Securities
- Eligibility and Conditions for Public Issue of NCS
- Public Issue Process and Disclosures
- Private Placement and Listing of NCS
- Continuous Disclosures and Ongoing Obligations
- Specialised Instruments: Green Debt, Perpetual and Other NCS
Part II: Securities Laws
Listing Obligations and Disclosure Requirements
- SEBI LODR Regulations 2015: Scope and Applicability
- Principles Governing Disclosures and Obligations of Listed Entity
- Corporate Governance Requirements: Board and Committees
- Related Party Transactions and Other Governance Provisions
- Disclosure of Events and Information to Stock Exchanges
- Periodic Filings and Website Disclosures
- Listing of Securities and Section 17A of the SCRA
- Enforcement, Penalties and Delisting Consequences
Part II: Securities Laws
Acquisition of Shares and Takeovers - Concepts
Part II: Securities Laws
Prohibition of Insider Trading
Part II: Securities Laws
Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market
Part II: Securities Laws
Delisting of Equity Shares
Part II: Securities Laws
Buy-Back of Securities
Part II: Securities Laws
Mutual Funds
Part II: Securities Laws
Collective Investment Schemes
How to prepare Capital Market and Securities Laws
The syllabus is large but repetitive in structure. Most regulations follow the same pattern: applicability, definitions, conditions, procedure, disclosures and consequences. Use that pattern to study faster and remember more. Always study from the latest ICSI material and the current text of the Acts and regulations, as SEBI amends them often.
- Start with Part I. Read the basics of capital market, the secondary market, the SCRA, SEBI, depositories, intermediaries and the IFSCA once for understanding. Then make short notes on powers, functions and registration conditions.
- Build a one-page structure for each Part II regulation: what it applies to, key definitions, conditions, procedure, timelines, disclosures and penalties or consequences. Fill it in as you study.
- Learn definitions and numbers exactly, such as thresholds, time limits and percentages. Write them in a separate list and revise it often. Verify each against the latest regulation text, because amendments change them.
- Group similar topics and compare them in a simple list. For example, compare buy-back, delisting and takeovers on who can do it, approvals needed and timelines. This stops you mixing rules up.
- Practise short case-style problems on takeovers, insider trading, buy-back and fraudulent practices. Identify the regulation, apply the rule to the facts and state a clear conclusion.
- Write answers in full, not just read them. For each chapter, write two or three answers in ICSI style: the provision, the analysis, then a conclusion citing the regulation.
- Revise in cycles. Do a fast first revision of all notes, then solve past ICSI papers under timed conditions, and finally revise your weak chapters and number list.
- In the last week, review only your one-page regulation structures, number list and your corrected mistakes. Do not start new material.
Time management in the exam
- Use the 15 minutes of reading time to choose the questions you can answer fully. Mark the ones where you remember the regulation and key numbers.
- Split your time by marks. Spend roughly the same minutes per mark on every question, and keep a few minutes at the end for review.
- Begin with the questions you know best. Easy marks first protects you from running out of time later.
- Keep each answer structured: provision, analysis, conclusion. This is faster to write and easier for the examiner to mark than long paragraphs.
- For case-style questions, spend a minute identifying the regulation and the facts that matter before you write. A wrong regulation wastes the whole answer.
- If you are stuck on a number or a section, write what you know and move on. Return only if time remains.
Mistakes that cost marks in Capital Market and Securities Laws
Studying Part I lightly and spending all the time on Part II
Fix: Part I is 40 marks. Give it proper time and write practice answers on SEBI, depositories, intermediaries and the IFSCA.
Mixing up rules across similar regulations
Fix: Keep a comparison list and a one-page structure per regulation. Revise it often.
Using outdated provisions or numbers
Fix: Use the latest ICSI material and check amendments before the exam. Update your number list.
Writing answers without citing the regulation
Fix: Name the Act or regulation at the start of the answer and state the rule before applying it. Cite a section or regulation number only when you are sure of it.
Weak handling of case-style questions
Fix: Practise identifying the issue, applying the rule to the facts and ending with a clear conclusion.
Reading without writing practice
Fix: Write timed answers every week and compare them with the study material to find gaps in structure and accuracy.
Capital Market and Securities Laws: frequently asked questions
How many marks are there in CS Executive Capital Market and Securities Laws?
The paper is 100 marks. Part I Capital Market carries 40 marks and Part II Securities Laws carries 60 marks. It is a written paper of 3 hours, with 15 extra minutes for reading.
Is there negative marking or MCQs in this paper?
No. All CS Executive papers are descriptive and there is no negative marking. You are marked on the accuracy and structure of your written answers.
What marks do I need to pass this paper?
You need at least 40% in the paper and 50% in the aggregate of Group 2 at one sitting. If you fail the group but score 60% or more in this paper and at least 25% in each other Group 2 paper, you can claim exemption in later attempts by applying before the enrolment deadline.
Which part of this paper is harder?
Most students find Part II harder because of the many regulations, definitions and timelines. Make a one-page structure for each regulation and practise case-style questions to handle it.
How should I keep up with amendments in SEBI regulations?
Use the latest ICSI study material and update notes with any amendments or updates ICSI publishes for your session. Check your number list against the current regulation text before the exam.