NATIONAL LAW UNIVERSITY DELHI

B.A.LLB.(Hons.): IV-YEAR, VIII-SEMESTER (Batch of 2019)

End-Semester Examinations, May/June-2023
Paper 8.1: Corporate Law-II
Time: 3 Hours Total Marks: 50

Instructions:
1. Read the question paper carefully and answer.
2. No clarifications to be sought on the question paper.
3. All questions are compulsory.
4. Support and justify your answer with relevant provision of law/regulation and case law.
5. Students are not allowed to bring their own material. Relevant regulations will be provided
during the examination.

Q.1) RDL floated an IPO by way of an offer of 54,00,000 equity shares to the public at issue price
of Rs. 72 per equity share aggregating Rs. 38,88,00,000. On the listing day, the scrip opened
at Rs. 74.50 (NSE) and Rs. 81.25 (BSE) against the issue price of Rs. 72 and closed at
Rs.119.50 (NSE) and 119.65 (BSE). At BSE, during the investigation period (7th August to
12th August 2022), the top 10 buy clients accounted for 2,96,39,289 shares (33.61% of market
volume) and top 10 sell clients accounted for 2,92,09,800 shares (33.12% of market volume).
AKG had bought 73,78,507 shares of RDL (8.37 % of total market volume) and sold
73,78,607 shares of RDL (8.37 % of total market volume) during the investigation period.
SEBI upon receipt of complaint pertaining to the IPO of RDL, initiated investigation, which
revealed that during 7th August to 12th August 2022 (investigation period), AKG Consultancy
Limited (hereinafter referred to as „AKG‟ / „Noticee 1‟) had executed 576 self-trades on BSE
and 594 self-trades on NSE through broker AFS Private Limited (AFS) (Noticee 2).
During another investigation period (28th September to 29th December 2022) AFS Pvt Ltd.
sold 59,00,000 shares of RDL to MDT, MDT sold 57,00, 208 shares to PQR, XYZ bought
57,00,000 shares from PQR, XYZ sold 57,00,000 shares to AFS. Similar trading pattern was
recorded on previous occasions also from 16th March to 28th July 2022 and from 12th Dec
2021 to 4th Feb 2022.
It was also observed that the trades executed by AFS matched with the counter-party MDT
Limited in a few seconds. The counter-party to all the trades in the NIFTY contract was MDT
Ltd. and the reversals took place in a matter of minutes. It was noted that on various
occasions, when the time was not matched by the respective parties, the first order was placed
at an unattractive price relative to market price. These transactions took place on 21.06.2022,
22.06.2022. 23.03.2022 and 30.06.2022 and resulted in a close out difference of Rs 126.
Based on the above facts-
i) Determine the issues and the liabilities of the noticees under the relevant regulations of
securities market. Justify the determination of issues and liability with relevant case
laws/SEBI orders. (6 Marks, Approx. 500 words)
ii) Discuss the various kinds of directions which SEBI may pass against the noticees.
(4 Marks, approx. 300 words)

Q.2) Answer the following questions:

(8+2=10 Marks, Approx. 700 and 200 words respectively)

i) “SEBI regulations on prohibition of insider trading are based on the principle that
trading based on information asymmetry and disparity is illegal.” Discuss the statement
in the light of the relevant SEBI orders on prohibition of insider trading in India.

ii) What are the different modes of hostile takeover? Explain with examples/illustrations.
P.T.O.
Q.3) Answer the following questions in the light of the relevant SEBI regulations:
(2*5=10 Marks, approx. 400 words each)

i) XYZ Co Ltd, with its present shareholding of 27% in PQR Ltd. intends to consolidate
its shareholding and voting rights to 42% in PQR Ltd. Advise the company. Would
your answer differ if the present shareholding of XYZ was 20%.

ii) XYZ Pvt Family Trust acquires a total of 74% of shares and voting rights in ABC Co
Ltd from three of its promoters Mr A, Mr B and Mr C. XYZ Pvt Family Trust wants to
avail exemption from making an open offer. Discuss in the light of relevant SEBI
orders whether it holds merit for availing exemption from making an open offer.

Q.4) Answer the following questions: (2*5=10 Marks, Approx 400 words each)

i) ABC Co Ltd was incorporated in 2010 and listed on NSE in September 2014. The
volume of trading in the shares of the company from September 2014 to August 2019
fluctuated between 15% to 19%. However, since September 2019 onwards, the trading
volume has gone down to 7% to 10%. Due to non-compliance with various provisions
of SEBI(LODR) 2015, the trading of the securities was suspended by SEBI since
November 2022. In accordance with the relevant regulatory and legislative framework
of Securities Laws, determine the issues, action to be taken and the implication on ABC
Co. Ltd. in the given situation.

ii) ABC Pvt Ltd is desirous of acquiring a substantial percentage of shareholding in XYZ
Co. Ltd with a view to acquire its latest technology in drone service sector. ABC
appoints a merchant banker PQR and starts the due diligence process before making an
open offer or signing any agreement with XYZ. ABC signs a confidentiality agreement
with XYZ, as per which, ABC was prohibited to disclose any information related to
XYZ to a third party. During the due diligence, the director of ABC gets to know that
XYZ is about to announce its financial results at the end of the quarter March 2023.
The Director shared this information with his merchant banker as well with the banker
who will provide the funds for acquisition. The manager of the bank, who is also a
shareholder of XYZ Co. Ltd. sold 50,000 shares of XYZ on 27th March 2023. In the
light of the above facts, determine the issues and liability under the relevant SEBI
Regulations.

Q.5) Ms. A has furnished information to the Competition Commission of India (CCI) alleging that
Apple International Corporation has entered into a Tie-in-agreement secretly with Vodafone
and Airtel for sale of iPhone in India to get exclusive right. iPhone were compulsorily locked
so that they could work on their own network to the exclusion of other networks. Ms. X has
also alleged that given its strong position in the market, such activity resulted in limiting and
controlling the iPhone market by creating entry barriers for other competitors in India.

Identify all the contraventions of the Competition Act 2002 in the above stated facts and
elucidate the possible ways in which the Competition Commission of India will analyse the
matter. (10 Marks, Approx. 900 words)
 NATIONAL LAW UNIVERSITY DELHI

B.A.LLB.(Hons.): IV-YEAR, VIII-SEMESTER (Batch of 2019)

End-Semester Examinations, May/June-2023

Paper 8.2: Taxation Laws

Time: 3 Hours Total Marks: 50

Instructions:
1. Read the question paper carefully and answer.
2. No clarifications to be sought on the question paper.

Answer all the questions.

Q.1. Shyam (Assessee) was doing the business of shares broking. Pursuant to the business,
Shyam purchased one thousand shares for the sum of Rupees Two Lakhs for one of his
Clients, Sumit, and towards this transaction, he paid Rupees One Lakh from his pocket.
The account books of the Assessee of the immediate previous year, clearly show the
receiving entries of the brokerage commission income from the transaction mentioned
hereinabove. And, since the balance amount to the tune of Rupees One Lakh could not be
received by the Assessee from Sumit, during the year in question, the said amount was
written off by Shyam as a bad debt in the previous year. Now, the Assessing Officer has
outrightly denied the deduction as bad debt. In light of the above facts and circumstances,
explain as to whether Rupees One Lakh spent by Shyam from his own pocket can be
termed as a bad debt for the purpose of Section 36(1)(vii) of the Income Tax Act, 1961.
(10 Marks)

Q.2 Rajat Telcom (Assessee Firm) bought 1500 Acres of land from Pradeep at the cost of
Rupees Three Crores and it was informed to Rajat Telcom by Pradeep that there is a
BSNL Telephone Exchange on the said land. Pradeep proposed at the time of the transfer
of the title deed that if the Assessee pays an additional amount of Rupees Ten Lakhs to
him then he would request to shift the BSNL Exchange to some other place. The
Assessee didn‟t do so. But, within two months of taking possession of the land, Rajat
Telcom realised that the Telephone Exchange was causing an obstacle to its working and
therefore, it paid Rupees Ten Lakh to BSNL to shift the Telephone Exchange to some
other conducive place. Now, Rajat Telcom is claiming a deduction of Rupees Ten Lakhs
under Section 37 of the Income Tax Act, 1961. In the light of the above facts and
circumstances, explain with the help of decided cases as to whether the expenditure of
Rupees Ten Lakhs by Rajat Telcom for the removal of the BSNL telephone Exchange is
subject to deduction under Section 37 of the Income Tax Act, 1961. (10 Marks)

Q.3 Marc (Assessee) is a doctor and is running a clinic at Greater Kailash, Delhi. He had
employed his wife, Anu who is pursuing a three years‟ Humanities Course and has just
completed her first year, on the post of Front Desk Manager-cum-Accountant to look
after the day-to-day works of the Clinic. She draws a salary of Rupees 50,000/- per
month from the Clinic. Explain, with the help of statutory provisions and leading cases,
whether the income of Anu can be clubbed with the income of Marc for the purposes of
the Income-Tax Act, 1961. (10 Marks)

P.T.O.
Q. 4 The Assessee Company was incorporated with the main objective (as per the
Memorandum of Association) to acquire and hold properties in Delhi and to let out those
properties later. In pursuance of the said Memorandum of Association, the Assessee
Company rented out such properties thereafter. The Assessee Company later showed the
rental income received by it as income from the business. The Assessing Officer (AO)
was however not convinced and he believed that the Assessee‟s rental income was to be
taxed as income from house property. In light of the above facts and circumstances,
explain whether the income generated by letting out the properties by the Assessee
Company is income from house property or business and profession. (10 Marks)

Q.5 The Assessee, Gita applied for a job in „My Voice‟, a State-owned agency in USA, in
1982. In 1984, she was informed that she had cleared the competitive test, yet she cannot
be offered the job. She filed a class action suit on behalf of all the women who were
denied job opportunities in technical positions in State-owned agencies in USA. Later, by
way of a consent decree, the matter was settled between the parties. And, the Assessee,
Gita received full compensation in this regard. The Assessing Officer (AO) has treated
compensation received by her as profit in lieu of salary and included the same in her
salary. Explain as to whether the above compensation received by Gita from „My Voice‟
can be termed as her salary for the purposes of the Income Tax Act, 1961.
(10 Marks)
 NATIONAL LAW UNIVERSITY DELHI
B.A.LLB.(Hons.): IV-YEAR, VIII-SEMESTER (Batch of 2019)
End-Semester Examinations, May/June-2023

Paper 8.3: Cyber Laws

Time: 3 Hours Total Marks: 50

Instructions:
1. Read the question paper carefully and answer.
2. No clarifications to be sought on the question paper.

1) Critically examine the role, functions, independence, accountability, and powers of the
Data Protection Board of India under the proposed Digital Personal Data Protection
Bill, 2022. (10 Marks, 500 words)

2) Encorp, a company incorporated in India with its registered office in Sonipat, Haryana
is engaged in the business of making tractors and related farm equipments. Encorp is
globally recognized as a leading producer of farming products and has show-rooms in
various cities across India, USA and England. Mr. XYZ is a rice farmer and a resident
of Kanpur, Uttar Pradesh. Mr. XYZ had recently purchased a tractor from Encorp and
frustrated with its quality, performance and the Company‟s customer care operations,
he wrote a disparaging post on „Tole-Ranterr‟ a social media platform, tagging the
company, its managing director, the top management, and the Prime Minister of India.
This post has been and can be seen and accessed by the general public across the globe
including in New Delhi where the managing director and many employees of Encorp
reside. Encorp files a defamation suit in the High Court of Delhi claiming that the High
Court of Delhi has territorial jurisdiction to entertain the present suit inasmuch as
several employees of the company are residents of New Delhi and accessed the post in
New Delhi. Encorp‟s Executive- Director, who is also tagged in the post, maintains a
home and family in England. He files a defamation suit in the local court in England
claiming that the post had been seen by at least 5 people in England. Considering
relevant legal provisions and case laws, examine the following:

A) What factors will the Indian courts consider in claiming/ denying personal
jurisdiction over Encorp‟s claims? (10 Marks, 500 words)

B) What test will the courts in England apply to determine if it can claim jurisdiction
in the suit involving online defamation of the Executive Director of Encorp?
(10 Marks, 500 words)

3) Zipkart is an India based e-commerce platform. It facilitates transactions between

buyers and sellers and sometimes also sells its own inventory of products on its
platform. It provides a range of additional services to its customers such as quality
assurances and guarantees, packaging products and delivering them to the purchasers,
employing delivery personnel etc. Channel Fox is a registered trademark in India and
sells its luxury products through an authorized network of exclusive distributors in
India. Having found its products up for sale on Zipkart, it brought a suit in Delhi High
Court for trademark infringement against Zipkart for selling products with its brand
name and logo. Zipkart seeks your advice on the following:
P.T.O.
 A) What is the eligibility requirement under Indian law to claim safe harbour from
liability for e-commerce platforms? (8 Marks, 400 words)

B) Considering the provision of additional services on its platform, can Zipkart be

held liable for trademark infringement? (2 Marks, 200 words)

4) Hydrosoft is a proprietary company which is involved in the research and development

of software. The company has developed a software to enhance the working efficiency
of engineers involved in Information technology. The company doesn‟t want to have a
monopoly over the newly developed software. In pursuance of elimination of
monopoly, the company wants to enter into an agreement through which dissemination
of the knowledge of software would have been possible. Hydrosoft enters into a
Technology Transfer Agreement with other company named Fisleri. Fisleri contends
that some clauses of the agreement are not acceptable. According to the one clause of
the agreement, Fisleri being a party to the contract is supposed to use electronic data
interchange in due course of business. On the other hand, Hydrosoft is very much sure
about the legal sanctity of agreement drafted by them. The contract which Hydrosoft
has drafted is pleaded as a standardized contract.

On the basis of above-mentioned facts, elucidate on the following terminology in the

context of Information Technology & relevant law:

A. Technology Transfer Agreement

B. Electronic Data Interchange
C. Standardized Contract
(3+3+4 = 10 Marks)
 NATIONAL LAW UNIVERSITY DELHI
B.A.LLB.(Hons.): IV-YEAR, VIII-SEMESTER (Batch of 2019)
End-Semester Examinations, May/June-2023
Paper 8.4: Clinic-II
Time: 3 Hours Total Marks: 50

Instructions:
1. Read the question paper carefully and answer.
2. No clarifications to be sought on the question paper.
3. No Material except reference sheet(s) of Bare Provisions (not exhaustive) provided by the
Examination Department is allowed.

1. Mr. ABC r/o H.No. 123, ABC Colony, Delhi 110001 has agreed to sell his built-up
property admeasuring 523 Sq. Yards (Covered Plinth 293 Sq yards) situated at 321,
XYZ Colony, Delhi 110002 to Mrs. PQR r/o H.No. 789, PQR Colony, Delhi 110003.
The sale consideration for the said property being INR 47 Crores Only (Indian National
Rupees Forty-Seven Crores Only). Entire sale consideration has been paid in three
installments (dated 21.12.2022 for 11 Crores; dated 01.02.2023 for 33 Crores and dated
03.05.2023 for 3 Crores) through cheques drawn on Axis Bank at New Delhi
(UTIB00000XX). The sale deed is to be registered with the office of Sub-registrar IV
situated at XYZ Colony, Delhi 110002. Mr. ABC inherited this property through
succession after death of his father (Late Mr. Senior ABC) in the year 2011. Mr. ABC
duly obtained the succession certificate (S/0000XX/DM/SW) dated 20.12.2011 from the
relevant authorities and has also got the mutation of the property done in his name on
29.12.2011. His father purchased the same out of his own income upon a perpetual lease
issued under the seal and hand of the President of India on 11.02.1965. His father got
the conveyance deed issued in his name upon subsequent payment to Delhi
Development Authority (DDA) on 25.10.1982 registered with Sub-registrar VII with
Reg. No. 23 in Book No. 1 at New Delhi on 10.11.1982. Draft a sale deed for the above
transaction. (9 Marks)

2. Draft an Anticipatory Bail application under Section 438 of the Code of Criminal
Procedure, 1973 on behalf of Mr. ABC, a Jeweler at ABC Chowk Market, Delhi. As
Mr. ABC fears that he could be arrested in relation to FIR No 123/2023 registered at
UVW Police Station, lodged against him by Mrs. PQR under Sections 420, 467, 468,
471 of the Indian Penal Code, 1860. Alleging that ABC cheated, defrauded and forged
with Mrs. PQR while selling a particular immovable property to her situated at ABC
Colony in Delhi. ABC has also received the entire sale consideration of INR 47 Crores
Only (Indian National Rupees Forty-Seven Crores Only). Mr. ABC is arguing that the
matter is a civil dispute due to misunderstanding between him and Mrs. PQR pertaining
an already settled dispute regarding the same property between Mr. ABC and Mr.
QWERTY. Due to which Mrs. PQR is arguing that the said property in encumbered and
this was not mentioned by Mr. ABC in agreement to sell entered with her. He is
justifying non-mentioning the same, as it was unimportant, considering the oral
settlement of the dispute, pending written agreement of the same to be settled soon. Mr.
ABC argues that if he is arrested his reputation in the market shall be lost and the First
Information Report (FIR) lodged with police is just an arm-twisting technique adopted
by Mrs. PQR in a purely civil dispute, otherwise. He is ready to abide by any conditions
that court may put to him and also to deliver the peaceful possession of the property to
Mrs. PQR. (9 Marks)

P.T.O.
3. Draft a plaint on behalf of Mrs. PQR against Mr. ABC, seeking specific performance of
the agreement to sell (dated 21.12.2022) the immovable property entered between Mr.
ABC and Mrs. PQR. (9 Marks)

4. Draft an application for maintenance with interim maintenance under Section 125 of
Code of Criminal Procedure, 1973 on behalf of 80 years Old Father („F‟) and 78 years
old Mother („M‟) against their 42 years old Son („S‟), only child of the couple. Son is
allegedly working as an Engineer with a Gurugram (State of Haryana) based MNC
(Multi National Corporation) with alleged CTC (Cost to Company) of INR 65 Lakhs
(Indian National Rupees Sixty-Five Lakhs Only). (9 Marks)

5. Draft a legal notice against the Municipal Corporation of Delhi (MCD) under Section
80 of the Code of Civil Procedure before filing a civil suit for declaration, permanent
and mandatory injunction against the Commissioner, MCD thereby seeking following
reliefs:

i. Stay of operation of the order bearing reference D/0123/DC/SE/Najafgarh

Zone/2023 dated 15.02.2023 passed by the defendant for demolition.

ii. Restraining the defendant from identifying and/ or demolishing any alleged
unauthorized construction in suit property bearing Plot No.123, Pocket-A,
Sector-1, QWERTY Kunj, New Delhi (may be referred to as the “Suit Property”)
on the purported basis of alleged “Standard Plan of Delhi Development Authority
or DDA”. (9 Marks)

6. Discuss critically the importance of non-verbal communication in a client interview.

(5 Marks, 250 Words)