NALSAR UNIVERSITY OF LAW
Academic Year: 2025-26 (Odd Semester)
COURSE OUTLINE
SECTION A: COURSE DETAILS
Securities Laws
Course Title: and Capital Participants: LL.M
Markets
Course Type: Specialization Faculty Name(s): Dr. A Sridhar
asridharcs@nalsar.ac.i
Course Credits: 3 Faculty Mail(s):
n
The securities markets are vital to the growth, development and
strength of market economies and the maturity of an economy are
decided based on the robustness of securities market of an economy.
Considering that the Securities market is the core area of practice for
Advocates, it becomes very important for the professionals to be fully
aware of various laws and regulations. In this course the students
study the Basics of Capital Market like Primary and Secondary Market.
The student will learn about various intermediaries involved in the
Course capital Market. After studying basics in Capital Market. This Course
Outline: further proceeds to deal with important legislations like, Securities
and Exchange Board of India Act, 1992, Securities Contracts
(Regulations) Act, 1956 and Depositories Act, 1996. Further in this
course the student can learn about important regulations framed by
SEBI for Regulating Capital Markets in India, like, SEBI (Prohibition of
Insider Trading) Regulations, 2015, SEBI (SAST), Regulations, 2011,
and SEBI (LODR) Regulations, 2015 and SEBI (ICDR) Regulations,
2018. The Practical issues involved in implementing above
regulations.
Upon completion of the course, students should be able to
CO1 To understand the basics of Capital Markets and Various modes
: of Raising Capital from Capital Markets
CO2
Course To Learn the Law Relating to Regulators in Securities Market
:
Outcomes:
CO3 To understand the important Regulations applicable to all listed
: companies on regular basis
CO4 To be able to apply the theory in practical scenario in case of
: listed companies
SECTION B: MODULE DETAILS AND LECTURE PLAN
Module 1 Introduction to Capital Markets
Module Upon completion of the module, students should be able to
Outcome understand the basics of Capital Markets and comprehend the
(MO1) need of regulation of the same.
Topics Hours Reference Material
Introduction to Primary
Market
Avtar Singh – Company Law;
The Capital Market
1 6 S Muralidhar – SEBI and
Regulatory Mechanism in
Securities Law
India, UK and USA
Sanjeev Aggarwal : Guide to
Indian Capital Market; Bharat
Capital Market Investment
Law House.
Institutions like Qualified
M.Y. Khan : Indian Financial
Institutional Buyers,
Systems; Tata McGraw Hill.
Foreign Portfolio Investors
S. Suryanarayanan & V.
Sources of Raising Capital
2 2 Varadarajan : SEBI – Law,
in Primary Market like
Practice & Procedure;
Angel Funds, HNI,
Commercial Law Publishers
Alternative Investment
(India) Pvt. Ltd.
Funds etc
Taxmann : SEBI Manual.
Shashi K Gupta, Nishja
Introduction to Secondary
Aggarwal & Neeti Gupta:
Market
Financial Institutions and
3 Trading Mechanism, Basis 2
Markets ; Kalyani Publishers.
of Sensex
SEBI v. Shri Ram Mutual
Fund
Role and Functions of
Darius Rutton Kavasmaneck
Intermediaries like Share
v. Gharda Chemicals Ltd
4 Transfer Agents, Stock 2
Brokers, Credit Rating
Agencies etc.
Module 2 Regulatory Framework Relating to Securities Markets
Module Upon completion of the module, students should be able to
Outcome appreciate the legal framework governing the securities market
(MO2) in India.
Topics Hours Reference Material
1 Securities Contracts 6 SEBI Act, 1992
(Regulations) Act, 1956
Objectives
Important Definitions
Recognition of Stock
Exchange
Clearing Corporations,
Other Important Aspects
under Securities Contract
(Regulations) Act, 1956
Important Judgements
Recognition, powers of
Central government under
Securities Contract
(Regulations) Act, 1956
Securities Contract
(Regulation) Rules, 1957
Securities and Exchange Board
of India Act, 1992
Objectives
Important Definitions Securities Contracts
Powers and Functions of (Regulations) Act, 1956
SEBI Depositories Act, 1996
2 Securities Appellate 3
Tribunal
Penalties and appeals
under SEBI Act
Important Judgement
powers and Functions of
SEBI
Depositories Act, 1996
Depository System in
India
Role and Functions of
Depository
Depository participants
3 5
Dematerialization & Re-
Materialization
Securities and Exchange
Board of India
(Intermediaries)
Regulations, 2008
Module 3 Intermediaries, Issuance Process and Listing Obligations
Module Upon completion of the module, students should be able to
Outcome identify the legal challenges concerned with the operation in the
(MO3) market and analyze the role of the regulator.
Topics Hours Reference Material
Capital Market Intermediaries:
1 4
Types, Role & Regulation
Applicability of SEBI (ICDR)
2 1
regulations, 2018
Public Issue Process: IPO, FPO,
3 2
Rights Issue
Prospectus: Types and Legal SEBI Intermediary
4 Requirements 2 Regulations
Lock-in Requirements SEBI ( ICDR) Regulations
Sahara India Real Estate
Book-Building and Green Shoe
5 2 Corp. Ltd. v. SEBI
Option
SEBI (LODR) Regulations
Obligations of Listed Companies
Corporate Governance
6 Board Structure and 2
Committees
CSR and ESG
7 Delisting of Securities 2
Module 4 Market Integrity – Insider Trading, Fraud & Takeovers
Module Upon completion of the module, students should be able to
Outcome understand the strategies and working of the businesses and the
(MO4) levels of permissibility of the same.
Topics Hours Reference Material
Insider Trading: Concepts, SEBI (PIT) Regulations
1 Regulations, UPSI, Connected 3 SEBI ( SAST) Regulations
Persons Balram Garg v. Securities
Market Manipulation, Fraudulent and Exchange Board of
2 Practices, SEBI’s Enforcement 1 India, [2022] 137
Powers taxmann.com 305 (SC)
Takeovers and Acquisitions: Devas Multimedia (P.) Ltd. v.
3 4
Triggering Point for Antrix Corporation Ltd.
Making Open Offer by an
Acquirer
Open Offer
Disclosures, Penalties
Obligations of Acquirer
[2022] 134 taxmann.com
Buy-Back of Shares and 168 (SC)
4 Delisting 3 Serious Fraud Investigation
Case Study: Take over Disputes Office v. Rahul Modi, [2022]
135 taxmann.com 98 (SC)
Securities and Exchange
Board of India v. R.T. Agro
(P.) Ltd. [2022] 137
taxmann.com 496 (SC)
Nirendra Nath Kar v. Gopal
Navin Bhai Dave, [2022] 142
taxmann.com 563 (SC)
PROGRAMME OUTCOMES - LLM
PO1: Acquire academic excellence through a rigorous process of acquiring and
creating domain knowledge.
PO2: Contribute to legal scholarship by engaging in research
including collaborative through critical appraisal of laws, theories and
concepts in the spirit of pursuit of justice.
PO3: Demonstrate exemplary ethical conduct and integrity in all professional
engagements including research and collaboration.
PO4: Engage in bringing about social change and transformation through inclusive
approach(es), innovative ideas and designing intelligent solutions
PROGRAMME SPECIFIC OUTCOME
Corporate and Commercial Law
PSO1- Understand the significance of theoretical insights into the functioning of
corporations and the economy
PSO2- Systematically analyse responses to to regulatory changes and challenges in
corporate practice.
SECTION C: OUTCOME MAPPING
CO1 To understand the basics of Capital Markets and Various modes
: of Raising Capital from Capital Markets
CO2
To Learn the Law Relating to Regulators in Securities Market
:
CO3 To understand the important Regulations applicable to all listed
: companies on regular basis
CO4 To be able to apply the theory in practical scenario in case of
: listed companies
PO-CO MATRIX:
PO1 PO2 PO3 PO4 PSO1 PSO2
CO1 Yes No No No Yes Yes
CO2 Yes Yes No No No Yes
CO3 Yes No Yes No No Yes
CO4 Yes Yes No No No Yes
CO-MO MATRIX:
MO1 MO2 MO3 MO4
CO1 Yes Yes Yes Yes
CO2 No Yes Yes Yes
CO3 No Yes Yes Yes
CO4 No Yes Yes Yes
SECTION D: ASSESSMENT
Pattern and CO Mapping
Mark
Type Description CO Mapping
s
Mid
Semeste Bare Act CO1/ CO2 25
r
Project Individual Project on selected Topic CO4/ CO5 25
End
CO1/ CO2/ CO3/
Semeste Bare Act 50
CO4/ CO5
r
Total 100
