CS Executive December 2025 Question Paper Capital Market and Securities Laws

FOR CS EXECUTIVE EXAM PREPARATION

CS Executive 2025
Question Paper ·
Capital Market and
Securities Laws
EXAM YEAR TYPE

CS Executive 2025 Question Paper
SUBJECT DATE

Capital Market and Securities Laws December 2025

Notes · Sample Papers · Previous Year Papers · Mock Tests

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NEW SYLLABUS
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Roll No. ..................................... : 1 :

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Time allowed : 3 hours Maximum marks : 100

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l of questions : 6 ag
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Total number Total number of printed pages : 12

NOTE : Answer ALL Questions.

PART–I

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1. (a) Evergreen Infra Realty Limited was promoted by R [R and his family members] in

m [NCR Region] with Registered Office at Gurgaon.
the year 2008, to deal into infrastructure and real estate business. The company was

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s became a well-known name in the field of infrastructure
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incorporated in National Capital Region
The company grew well andlsoon
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and real estate. It had its operations in various cities across North India. It came
out with its public issue in 2015 and got listed on both the National Stock Exchange
and the Bombay Stock Exchange.
Being a listed entity, the Company is required to comply with various applicable SEBI
Rules and Regulations. However, in the recent quarters, SEBI preliminary felt that

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some irregularities are there in the documents filed by Evergreen Infra Realty Limited.

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Therefore, SEBI has appointed an Investigating Authority to conduct an enquiry into

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its preliminary findings. The Investigating Authority conducted its enquiry and came

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across various irregularities like failing to properly disclose promoter group shareholding,
not reporting changes in the shareholding pattern of the immediate relatives of the
promoter. The primary issue was the misclassification of shares held by the promoter’s
relatives as public holdings, violating various SEBI regulations.

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As this complaint was taken on a serious note by the Investigating Authority, hence

their findings were recommended with strict action against the company. Therefore,

SEBI left with no much options except to penalize them heavily for non-compliance

of SEBI Regulations.

In the meanwhile, one of a renowned lawyer, L, of Supreme Court of India when

come to know this fact, he called his old friend R to understand any help him in

this case. While discussing the matter, R wanted to know from L–whether it is possible

to file an appeal in the Civil Court in Delhi against this order of SEBI ?

However, finally the company and its directors/promoters, challenged against SEBI’s

orders in Securities Appellate Tribunal (SAT) arguing that the purported misclassification

was due to strained personal relationships, particularly between R and his wife, which

led to them living separately. Consequently, it was also submitted on behalf of the

Company that the relatives of R’s wife should not be considered as a part of the

promoter group, since they both are not staying together. However, SEBI did not

accept this justification and SEBI’s contention in SAT was that the promoter group

includes immediate relatives regardless of personal estrangement, as defined by SEBI

(Issue of Capital and Disclosure Requirements) Regulations.

After having multiple hearings with SAT, now final order is awaited and will be issued

soon. Under the given circumstances, considering the context of Securities and Exchange

Board of India Act, 1992 and the various rules & regulations made thereunder, answer

the following :

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(i) What is the procedure R and his family, can follow to make an appeal with

.c Securities Appellate Tribunal (SAT) ?
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What are the powers Securities Appellate Tribunal, may have in this case ?
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ag After discussion with L, is R eligible to make an appeal in the jurisdiction
of any civil court to obtain an injunction order ?

(iv) If R is aggrieved by the decision of Securities Appellate Tribunal, what option
does he have ?

(v) For speedy trial of offences under the SEBI Act, 1992, what are the provisions

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for establishing Special Courts ?
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(5×2=10 marks)

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(b) Y, a young person, has completed his bachelor’s degree from the school of business
management and feels strongly that he has adequate knowledge of finance and economics.
Inspired by one of his school days friends, he is also looking for a good career
in IT industry. But, looking at his elder brother, who is working in the financial sector
Y is also attracted towards him. Because, of the recent surge in capital market activities,
fueled by mobile apps, technological advances and machine learning tools. After taking

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. related aspects.
his family’s advice, finally Y joined into a certification course in the technology related

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e decided to make his
area, which he feels will help him in data analysis, trend analysis and

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After all these qualification and subject knowledge, he finally

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career in the financial and capital market related activities.
employment and working under somebody else, he feels he has the potential and
the dynamism to work on his own, build a clientele and make a good fortune.

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His family has a strong financial background; hence he did not find any problem
to finance his new venture. But he being a self-respected person he wanted to start
everything new of his own, even with his own funding. For this purpose, he has
already discussed loan proposals with some of his nearby bank branches. These bankers
are happy to lend him loan, because they knew his family background. Then he
remembers that you as his college days’ friend and you are a qualified Company
Secretary and doing your own practice. Therefore, he came to you for your guidance,
particularly to know about the following :

(i) Y wants to understand the major activities that a Stock Broker does in the
securities market ?

(ii) If Y starts his profession as a Stock Broker, then what specific roles and
responsibilities he will have as per the SEBI (Stock Brokers) Regulations, 1992 ?

(iii) What is the minimum net worth requirement that Y needs to have for starting
the business of a stock broker as per the SEBI (Stock Brokers)
Regulations, 1992 ?

(iv) To become a Qualified Stock Broker, what parameters Y should have, so
that, he may be designated so by SEBI ?

(v) Y also wants to understand the difference between the role of a Portfolio
Manager, and how it is different from that of a Stock Broker ?

(5×2=10 marks)

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Attempt all parts of either Q. No. 2 or Q. No. 2A

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2. (a)
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Explain the Regulatory Framework of Secondary Market in India.
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la s with Differential Voting Rights (DVR), are an important element in theaIndian g
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a capital market. However, all the entities are not permitted to do so. List down the
(b) Shares

companies which are not entitled to issue DVRs.

(c) Serene Lifestyle Limited has been into the business of manufacturing wooden furniture.

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In order to expand its business operations, the company has decided to list its securities.

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em issue. But the application has been refused by
Accordingly, it submitted a preliminary application with the Recognised Stock Exchange

for listing of its forthcoming spublic
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a without stating any reason(s). One of the junior Board
the respective Stock Exchange

Director suggested, to make an appeal to the Central Government. You being the

Company Secretary of Serene Lifestyle Limited, analyse the situation and elaborate,

whether the suggested remedies are available for the Company, or not ?

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. the same power
(d) In the last Board meeting of Express Limited, a listed company, one of the Board

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members suggested that she has heard “SEBI has been vested with

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as are available to a Civil Court under the Code oflCivil
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You being the Company Secretary, are advised by the Board to examine the facts.

(5 marks each)

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OR (Alternative question to Q. No. 2)

2A. (i) Elaborate the process of Second Review under the redressal system for a Complaint,
as followed by the SEBI.

(5 marks)

(ii) “Cyber-attacks and threats attempt to compromise the Confidentiality, Integrity
and Availability (CIA) of the computer systems, networks and databases. Cyber
security framework includes measures, tools and processes that are intended to
prevent cyber-attacks and improve cyber resilience”. In the context of given
statement(s), enumerate the measures each and every Depository Participant is required
to undertake as part of SEBI’s Cyber Security and Cyber Resilience Framework.

(5 marks)

(iii) New Age Limited, a listed company with National Stock Exchange, is in the process
of appointing a “Custodian”. One of its Board members raised following questions
in the meeting and suggest you to respond as their Company Secretary :

(a) Define the term ‘Custodian’,

(b) What are the specific responsibilities of a custodian ?

(c) What is the minimum net worth requirement for any custodian ?

(d) Custodian is governed under which regulation ?
(2+1+1+1=5 marks)
(iv) Elaborate various Financial Product, being notified by the Central Government from
time to time, under the International Financial Services Centres Authority Act, 2019 ?
(5 marks)

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PART–II

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3. (a)
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Agni Safety Solutions Limited is a public limited company incorporated on 27th February,
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la s2018. It is into the business of manufacturing of different types of fire-fighting equipment.
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now intend to enter into a new business of home appliances. But they do not have
sufficient funds, to start any new business. They don’t want to take bank loans, because
one of existing banker has nominated their representative in Agni Safety Solutions
Limited, has given a bitter experience to the promoters. In the last Board meeting,

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one of the senior Director suggested to explore the possibility of ‘Offer for Sale’.

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. to the Board regarding the additional conditions
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You being their Company Secretary, advice

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to be complied with under Regulation

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Requirements) Regulations,

(5 marks)

(b) Alpha Limited is a public limited company; it is one of the leaders in the business
of manufacturing specialized automobile parts in the domestic market. In the last Board
meeting, HR-Director suggested to issue Sweat Equity shares to the company’s loyal

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and dedicated employees so that, other employees should also get motivated, and

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productivity. Before
the proposal got approved, one of newly inducted Directora raised a question to the
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Company Secretary, to explain-what a Stock Appreciation Right (SAR) is, and how
SAR price is defined ?

(5 marks)

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(c) Moon Light Limited is a Listed company, with National Stock Exchange. For last
couple of quarters, due to blockage of its funds in strategic assets and investments,
it is going through liquidity crunch. Recently, its newly joined Finance Director suggested
to raise fund by issuing of Commercial Papers valued ` 37 crores. In the last Board
meeting, Directors have approved this proposal and also suggested to get these
Commercial Papers listed.
You being the Company Secretary, list the conditions prescribed in Chapter VI of
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to be fulfilled
by the company for getting these Commercial Papers listed.
(5 marks)

4. (a) Galaxy Limited is a listed company, with Bombay Stock Exchange. During last mid-
November, 2025 its Company Secretary has resigned, and you have been appointed
as their new Company Secretary. But, due to certain personal commitments, you are
not in a position to join them before 1st January, 2026. In the meanwhile, to comply
various regulatory requirements, Board has decided to appoint one of its senior Board
members, A, as the Compliance Officer, till you formally join them. A is not only
a Director of the Company, but he is also a qualified Company Secretary. During
the Board meeting, legal officer suggested that since A is also a Director of the Company,
hence he may have vested interest. Therefore, he cannot be appointed as Compliance
Office of the Company. Explain with reason whether A’s appointment as the Compliance
Officer of the Company, between November to December end, is valid or invalid ?
(5 marks)
(b) Go Green Limited is a listed company, recently received a notice from a Regulatory
Authority regarding violation of related party transaction. One of its newly inducted
Board members wanted to know from you as its Company Secretary-which transactions,
do not form part of related party transaction.
(5 marks)

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(c)
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What information a listed company should maintain in its structured digital database
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as per cRegulation
. 3(5) of the SEBI (Prohibition of Insider Trading) Regulation, 2015, m
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ine case the designated person is a fiduciary or intermediary ? Explain with suitable
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(3+2=5 marks)

5. (a) In the last Board meeting of Blue Gems Limited, a listed company with National

Stock Exchange, one of its Director suggested that under the SEBI (Prohibition of

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Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003

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certain acts/transactions are not considered as ‘Fraud’. He suggested you, to elaborate.

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(b) Progressive Limited, is a listed company with Innovators Growth Platform. It is planning

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to go for its public issue in March, 2026. However, in the meanwhile, on 29th October,

2025, company has received a notice from the Regulatory Authority regarding certain

non-compliances on delisting of its equity shares. During the Board meeting, one of

the Director raised issue of negligence on the Company Secretary, and asked him

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to give a detailed explanation–whether this Regulation, is applicable to their company

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or not ?

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(c) Grow Well is a Collective Investment Management Company, registered with the

la Regulatory Authorities. It is planning to launch one of its Scheme to the public. Elaborate

the disclosures it is required to made in the offer document.

(5 marks each)

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Attempt all parts of either Q. No. 6 or Q. No. 6A

6. Write short notes on the following :

(a) Unpublished price sensitive information

(b) Mule account and its restrictions

(c) Public notice after Delisting Order under Regulation 32(5), by the recognized stock

exchange.

(d) Different forms of Escrow account

(e) Structure of a Mutual Fund

(5×3=15 marks)

OR (Alternative question to Q. No. 6)

6A. (i) M/s Silver Sky Limited, a company listed with Innovators Growth Platform, incorporated

on 14th April, 2022. As on 31st March, 2025, following are the elements of its

capital structure :

(a) Authorised equity shares capital : ` 1,000 crore

(b) Issued and Paid-up equity share capital : ` 500 crore

(c) Paid-up preference share capital : ` 100 crore

(d) Free reserve and surplus : ` 100 crore, and

(e) Bank funding [thru term loans] : ` 300 crores.

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In the past, the Company has already issued Sweat Equity shares to the tune of

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` 35 crore. And, during the last Board Meeting held on 5th October, 2025 the

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Board proposed to further issue Sweat Equity shares to the tune of ` 50 crore.
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ag SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(5 marks)
(ii) Financial statement of M/s Sun & Moon Limited as on 30th September 2025 is
as follows :
Liabilities ` Crores Assets ` Crores

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Equity share capital 200 Fixed Assets 750
8% Debentures 125
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Current Assets :

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14% Debentures 175 120

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Bank secured loan a
Bank term loan Debtors 80
250 Cash and Bank balance 75
Total 1,025 Total 1,025

Additional information, are as follows :
(a) Stock-in-trade includes raw material in transit worth ` 20 crores,

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(b) Debtors includes ` 15 crores receivable from Group Companies, due for more

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than last 3 months,
Cash and Bank balance includes ` 18 crores invested in m
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(c) Fixed Deposits, and

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(d) Being a listed entity with National Stock Exchange,
as on this day was ` 325 crores.

Determine the Enterprises Value as on 30th September, 2025

(5 marks)

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(iii) You have been recently appointed as the Company Secretary of M/s Diamond Teak

Tree Plantation Limited. It is a Collective Investment Company, registered with SEBI.

It has launched a collective investment management scheme valued at ` 25 crores,
whereby the funds collected from investors will be invested in plantation of teak trees.
One of your assistant Company Secretary wanted to know from you–is it possible
that the fund collected in this scheme, can be deployed in any other scheme ?

Explain with the relevant provisions of the SEBI (Collective Investment Schemes)
Regulations, 1999, regarding investment and segregation of funds.

(5 marks)

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