We have compiled short notes for CA Final Law Paper under SPOM. Self-Paced Online Modules is a mandatory exam that CA students have to pass, before appearing for Final exams.
SPOM Law Notes for CA Final
We assure you that the Law notes provided below are more than enough to clear the SPOM with at least 60 marks. These notes have been compiled by top practicing Chartered Accountants and Authors.
Earlier, Law Paper was one of the hardest subjects in CA Final Group-1. There was a time when the pass percentage was less than 20% in few attempts. But all that changed with the introduction of SPOM.
The Company Law portion of SPOM is made up of 10 chapters spread across 400+ pages. But don’t worry. The notes we provided below for is only 25% of that, condensed to 100 pages.
Download SPOM Law Notes
- PDF File 1 Corporate Law Notes
- PDF File 2 IBC Notes SPOM
- PDF File 3 FEMA Study Notes PDF
- PDF File 4 FCRA Revision Notes
These notes contain all the latest amendments applicable for 2025 SPOM exams. We all know that the learning videos provided by ICAI on SPOM portal are totally useless and does nothing but waste students time.
If you just rely on ICAI classes, then no way you are going to clear the exam. Keeping these deficiencies in mind, i have made these notes for all the chapters in Law.
Sample Notes: SEBI Insider Trading
Key Definitions (Reg. 2)
- Insider – Includes connected persons and those with access to unpublished price sensitive information (UPSI).
- Connected Person – Those associated with the company in any capacity giving access to UPSI, including directors, employees, and associates.
- UPSI – Includes unpublished info affecting price like financials, dividends, capital changes, M&A, or KMP changes.
- Generally Available Info – Publicly accessible information, like data published on stock exchange websites.
- Trading – Includes subscribing, buying, selling, switching, redeeming securities.
- Trading Day – A day when stock exchanges are open.
Communication & Trading Restrictions (Reg. 3–4)
- No UPSI Sharing – Insiders can’t share UPSI except for legitimate purposes or legal obligations.
- Legitimate Purposes – Defined policy required; includes sharing UPSI with legal, financial, or business advisors.
- UPSI Sharing for Deals – Allowed if board approves and disclosure is made before transaction (e.g. open offer/M&A).
- Structured Digital Database – Companies and intermediaries must maintain secure, timestamped internal UPSI databases (SSD).
- 8-Year Recordkeeping – UPSI databases must be preserved for at least 8 years, longer if under investigation.
- Trading Restriction (Reg. 4) – No insider can trade in listed securities when in possession of UPSI.
- Presumption of Misuse – Insider is presumed guilty unless innocence is proven via specific defenses (e.g. off-market trade with same UPSI).
- Onus of Proof – On connected persons to prove absence of UPSI; otherwise, SEBI holds the burden.
- Block Deal Exception – Block trades between insiders with same UPSI are allowed under conditions.
- No Immunity for Purpose – Even if profits are not intended, trading with UPSI is prohibited.
Trading Plans (Reg. 5)
- Voluntary Trading Plan – Insiders may pre-plan trades to allow compliant trading despite ongoing access to UPSI.
- Cool-off Period – Trading can begin only after 6 months from public disclosure of the plan.
- Result Window Block – No trades allowed 20 days before last day of financial period and 2 days after financial results (This need not be 31st March. If they are quarterly results for July-Sept, then its Sept 10th).
- Min 12-Month Duration – Plan must be valid for ≥12 months, without overlapping another plan.
- 5-Year Recordkeeping – Company must retain all trading disclosures for 5 years.
Initial & Continual Disclosures (Reg. 7)
- Initial Disclosure – Promoters, directors, KMPs must disclose holdings within 7 days of joining/becoming promoter.
- Continual Disclosure – Required within 2 days of trades > ₹10 lakh in a quarter.
- Next Threshold – Disclosure triggered again on crossing the next ₹10 lakh mark after last disclosure.
- No Netting – Threshold based on market value, no deduction for brokerage/charges.
- Mode Irrelevant – Applies regardless of how shares are acquired, excluding bonus or scheme-based allotment.
Disclosure by Other Connected Persons
- Company Discretion – Listed companies can require disclosures from consultants/advisors handling UPSI.
Informant Rewards (Chapter IIIA)
- Informant Incentives – Whistleblowers providing info on insider trading violations may be rewarded.
- Voluntary Disclosure – Form to be submitted to SEBI’s Office of Informant Protection with redacted identity data.
- SEBI May Verify – SEBI can summon informant to confirm identity and details if no legal rep used.
Codes of Fair Disclosure and Conduct (Reg. 8–9)
- Fair Disclosure Code (Reg. 8) – All listed companies must publish a code for fair UPSI disclosure on their website.
- Legitimate Purpose Policy – Must be integrated into the disclosure code and shared with stock exchanges.
- Conduct Code (Reg. 9) – Listed companies/intermediaries must adopt a trading code for designated persons.
- Applies to Fiduciaries – Law firms, auditors, consultants also need a code to regulate trading by designated persons.
- Designated Persons – Defined based on UPSI access, role, seniority, including employees of material subsidiaries.
Penalty for Insider Trading (Sec. 15G, SEBI Act)
- SEBI Penalty – Insider trading can attract a fine of ₹10 lakh to ₹25 crore or 3x profit made, whichever is higher.