CMA Final Corporate and Economic Laws Classes

CMA Final Paper 13 - Corporate and Economic Laws

Naming note: this paper is titled Corporate and Economic Laws (CEL) under ICMAI Syllabus 2022. "Corporate Laws and Compliance" was its name under the older 2016 syllabus and is still widely used in third-party material.

Corporate Laws and Compliance is a 100-mark paper that takes legal knowledge to the level required for CMAs serving as CFOs, board advisors, and senior compliance officers. At this level, ICMAI tests not just legal knowledge but the ability to apply it to complex, multi-legislation corporate scenarios — exactly the situations CMAs encounter in senior roles.

Companies Act 2013 (Advanced)

• Corporate governance — Board composition, independent directors, board evaluation, SEBI LODR interface
• Accounts and audit — Cost Audit (Section 148) in depth — Rules, CRA forms, NFRA, ICMAI's role
• NCLT jurisdiction — Compromise, arrangement, amalgamation (Sections 230–232), oppression and mismanagement, winding up
• Corporate restructuring — Mergers, demergers, cross-border mergers (Section 234), buyback, capital reduction
• Related party transactions — Section 188, RPT approval mechanism, SEBI LODR RPT regulations for listed companies

Securities Laws

• SEBI LODR 2015 — Board composition, committee requirements, quarterly disclosure, RPT policy
• SEBI SAST 2011 — Takeover triggers, open offer process
• SEBI PIT Regulations 2015 — UPSI, trading window, structured digital database
• SEBI ICDR 2018 — IPO process, rights issue, QIP

Other Key Legislation

• IBC 2016 — CIRP in depth, liquidation waterfall, pre-packaged insolvency, personal insolvency
• FEMA 1999 — FDI policy, ECB framework, overseas direct investment, compounding
• Competition Act 2002 (as amended in 2023) — Combination review, deal value threshold, settlement mechanism
• PMLA 2002 — Reporting obligations of CMAs as professionals