Companies Law
Not publishedof exam
Corporate Governance
Not publishedof exam
IndependenceSchedule IVEthicsBoard Evaluation
Basic Accountancy
Not publishedof exam
Balance SheetProfit and LossCash FlowRatios
Securities Law
Not publishedof exam
SEBI LODRPITUPSIDisclosures
Quick Facts
- Owner
- IICA
- Platform
- ID Databank
- Mode
- Remote proctored
- Pass
- ≥50% aggregate
- Deadline
- Two years
- Attempts
- Unlimited
- Booking gap
- One day
- Weights
- Not published
Board Matter Picker
- Personal interest exists→Disclose interest(Record it)
- Related party deal→Check approval path(Arm's length)
- Financial reporting issue→Audit Committee(Seek evidence)
- Executive appointment→NRC(Merit criteria)
- Risk escalation→Risk oversight(Challenge response)
- Control failure→Request remediation(Track closure)
Director Framework
- Independent director
- Independent board member
- Section 149
- Director framework
- Schedule IV
- Independent director code
- DIN
- Director identification number
- KMP
- Key managerial personnel
- Board resolution
- Formal board decision
- Special resolution
- Enhanced shareholder approval
Board Duties
- Section 166
- Director duties
- Good faith
- Honest company purpose
- Due care
- Informed diligent conduct
- Conflict disclosure
- Declare personal interest
- Independent judgment
- Challenge management evidence
- Board meeting
- Collective decision forum
- Quorum
- Minimum meeting presence
Committees and Controls
- Audit Committee
- Financial oversight
- NRC
- Nomination remuneration oversight
- Risk Committee
- Risk oversight
- Stakeholder Committee
- Investor grievance oversight
- Related party
- Connected transaction party
- Arm's length
- Independent market terms
- Internal control
- Risk-control system
Four Domains
Law, markets, numbers, governance.
Companies lawSecurities lawAccountancyGovernance
Independent vs Non-Executive
Independent
- Meets independence criteria
- Objective board challenge
- Avoids disqualifying relationships
Non-executive
- Not daily management
- May lack independence
- Broader director category
Independence adds criteria
Governance Practice
- Code of conduct
- Expected ethical behavior
- Integrity
- Principled consistent conduct
- Objectivity
- Evidence before preference
- Separate meeting
- Independent director discussion
- Board evaluation
- Effectiveness assessment
- Whistleblower
- Protected concern reporter
- Stakeholders
- Affected interest groups
Director Lens
Ask, challenge, record, follow through.
EvidenceIndependenceMinutesClosure
Financial Lens
Profit explains; cash confirms.
P and LCash flowRatiosAudit
Profit vs Cash
Profit
- Accounting performance
- Revenue less expenses
- Accrual-based measure
Cash
- Actual cash movement
- Operating investing financing
- Liquidity evidence
Earnings do not equal cash
Financial Review Picker
- Financial position→Balance sheet(Assets liabilities equity)
- Period performance→Profit and loss(Revenue expenses)
- Cash quality→Cash flow(Operating cash)
- Short-term pressure→Liquidity ratios(Current quick)
- Borrowing pressure→Leverage ratio(Debt equity)
- Audit concern→Read audit report(Ask follow-ups)
Financial Statements
- Balance sheet
- Position at date
- Assets
- Controlled economic resources
- Liabilities
- Present obligations
- Equity
- Residual owner interest
- Profit and loss
- Period performance statement
- Revenue
- Income from operations
- Expenses
- Costs of operations
- Cash flow
- Cash movement statement
Liquidity vs Solvency
Liquidity
- Near-term obligations
- Current resources
- Cash conversion
Solvency
- Long-term viability
- Debt capacity
- Capital resilience
Short term vs long term
Ratios and Audit
- Current ratio
- Short-term coverage
- Quick ratio
- Liquid coverage
- Debt-to-equity
- Leverage indicator
- Return on equity
- Equity profitability
- Operating cash flow
- Cash from operations
- Audit report
- Auditor conclusion
- Going concern
- Continuing-operation assessment
Companies Act vs LODR
Companies Act
- Company-law framework
- Director duties
- Statutory governance
SEBI LODR
- Listed-entity obligations
- Market disclosures
- Listing governance
Company law vs listing rules
Market Information Picker
- Unpublished and price-sensitive→Protect as UPSI(Limit access)
- Need to share UPSI→Check legitimate purpose(Follow controls)
- Trading is proposed→Check trading window(Follow code)
- Disclosure is due→Apply LODR(Assess materiality)
- Conflict appears→Disclose promptly(Avoid influence)
- Evidence is incomplete→Ask questions(Document challenge)
SEBI LODR Basics
- SEBI LODR
- Listed-entity obligations
- Listed entity
- Exchange-listed issuer
- Regulation 17
- Board composition
- Regulation 18
- Audit Committee
- Regulation 19
- Nomination remuneration committee
- Materiality
- Disclosure significance threshold
- Disclosure
- Required market communication
Disclosure vs Confidentiality
Disclosure
- Required market communication
- Material information
- Timely compliance
Confidentiality
- Protect UPSI
- Need-to-know access
- Controlled sharing
Publish when required
PIT Basics
- PIT Regulations
- Insider-trading controls
- UPSI
- Unpublished price-sensitive information
- Insider
- Connected or UPSI-informed person
- Connected person
- Potential UPSI access
- Trading window
- Controlled trading period
- Code of conduct
- Trading-control procedures
- Legitimate purpose
- Permitted UPSI sharing
Common Traps
Independence Trap
Non-executive ≠ independent ≠ Title ≠ qualifying status
Finance Trap
Profit ≠ operating cash ≠ Revenue ≠ collection
Ratio Trap
Liquidity ≠ solvency ≠ Current ratio ≠ quick ratio
Market Trap
UPSI ≠ public information ≠ Disclosure ≠ informal sharing
Assessment Trap
Pass ≠ board appointment ≠ Mock ≠ scored attempt
Last Minute
- 1.Four areas: law, securities, accounts, governance
- 2.Pass mark: ≥50% aggregate
- 3.Test deadline: two years
- 4.Book through Databank dashboard
- 5.Keep one-day booking gap
- 6.Identify conflicts before discussion
- 7.Separate profit from cash
- 8.Use Schedule IV lens
- 9.Treat potential UPSI carefully
- 10.Check LODR disclosure duties
- 11.Ask for evidence and minutes
- 12.Use official modules and mock