Page 1

IMPORTANT TOPICS

1. Delisting

Removal of securities
from STX

Voluntary Compulsory

From all STX - Delisting from few STX but Small co -

Exit continue to list on the STX Give exit
opportunity having Nation Wide trading oppotunity
terminal

2.VOLUNTARY DELISTING FROM ALL THE STOCK EXCHANGE

1.Where 4. Issue public notice:-

exit 2.Board
3.Applicatio a.English b.Hindi
opportunity meeting-
n to RSE for c.Regional newspaper,
is not Board
delisting where relevant STX is
required Resolution
located

6.Dispose off the

delisting application 5.Disclose the fact of delisting
within 30 days from In annual report, post
such apllication reporting.

Dsiclosure in public notice:-

7.Name of RSE from where the shares are
intended to be delisted
Reasons for delisting
Fact of continuation of listing of shares on
RSE having nation wide trading terminal
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BOD shall provide following 3.Appointment of CS to carry out due diligence:-

Details of off-market
transaction & top 25
shareholder for a period of 2
years
info to CS

Details of buying & selling &

dealing in the eq sh by during
the 2 years prior the board
meeting & details of top 25
shareholders
Additional info if demanded by
CS
CS shall carry out due diligence
& submit the report to BOD
cer fy that dealing by acquirer
or top 25 shareholders is in
compliance with regula on.

4.Voluntary delis ng where exit opportunity is required:-

Initial public announcement to all STX on
which shares are listed

STX shall disseminate the same to the public

Copy of initial announcement shall also send to the office of the co. not later
than 1 working day from public announcement

Copy of public announcement shall contain:-

Reasons of delisting
Undertaking that compliances with regulation
Public announcement shall not ommit any relevant info

Appoint a MB registered with SEBI as a

manager of offer

Obligation of merchant banker

Before detailed public announcement the manager shall ensure:-

Acquirer is able to implemented the delisting offer
Manager shall not directly or indirectly deal in its own a/c in the shares of co
Firm arrangement for funds have been made
Content of public accouncement are complete. true & fairMarket intermediary engaged
in delisting are registered
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5.Discovered
\ price (Price discovered by reverse book building

Discovered price shall be determine through reverse

book building method

Acquirer shall have option to give indicative price

which is higher than floor price

Indicative price can revised upward before the start

of bidding

Acquirer shall bound to buy shares at discovered

price if such price is equal to floor price or indicative
price
If discovered price is higher than floor price but
lower than indicative price than accept the
indicative price

6.Compulsory delis ng:-

Permanent removal of securi es as a penalizing measure for not making submission or

comply with the LODR regula on.

❖ Cons tu on of Panel:-
1. Decision of delis ng shall be taken by panel consis ng of –
a) 2 directors of RSE
b) Execu ve director or secretary of recognized STX
c) 1 representa ve of investors associa on recognised by SEBI
d) 1 representa ve of MCA or ROC. 2] Public no ce before delis ng.
3] RSE shall give no ce in one English, Hindi & one vernacular.
4] Representa on within 15 days from no ce, by aggrieved party. 5] RSE
consider the representa on & pass the final order.

Guidelines for compulsory delis ng

RSE shall consider the non-
Name of such co &
RSE shall take compliances & no. & % of
promoters shall be
reasonable steps to public shareholders who
displayed on the
trace the promoter may be affected by such
website of STX
non-compliance
 Page 4

Public no ce a er delis ng order:- Rights of public

Details of public notice
shall include:
RSE shall publish a A.fact of delisting
notice in english, B.Name & address of the
hindi newspaper & co
one vernacular
newspaper C.Fair value of delisted eq
shares
D.Details of promoters
Such notice shall also given to
all STX where shares are
listed.
shareholders
RSE shall appoint
independent
valuer who shall
determine the
fair value.
Promoter shall
acquire the shares
from public
shareholders by
paying fair value
within 3 mon from
delist order
CO/WTD/Officer/Promo
ter responsible for
ensuring compliances,
cannot access the
securities market nor
seek for a listing for 10
years.

7.Delis ng of Small co (without exit opportunity):-

1) PSC not exceeding 10cr & Net Worth not exceeding 25cr.
2) No. of shares traded during preceeding 12 mon from BM held for delis ng
is less than 10%.
3) Co has not been suspended by any recognized STX in previous 1 year

Procedure-

1) BM-BR
2) Appoint merchant banker
3) Determine exit price not be less than floor price.
4) Approval from 90% of public shareholding (exclude promoter holding).
5) Acquirer complete the process of approval within 75 working days from
first communication.
Payment within 15 working days a er the expiry of 75 days.
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8.Delis ng from innovators growth pla orms a er making IPO:-

BM - BR

GM - SR (Postal ballot / e-voting)

SR shall be acted only if vote casted by majority public shareholders

in favour

Delisting is based on floor price determined as per takeover

regulation

Post offer promoter or acquirer share holding shall reaches to 75% of

total shares & atleast 50% of public shareholders

9.BUY BACK THROUGH TENDER OFFER

2. File public
announcement(PA) 4.Copy of
( will include record 3.File public
PA placed 5) STX
1.Pass date ) - English, annouceme
on website disseminate
BR/SR Hindi & Regional nt with SEBI
of STX, Co to public
& STX
vernacular & MB
language within 2
WD from BR/SR

6.File letter of
9. Verification & 7.Opening of offer (LOO)
payment within 8. BB period offer within 4 within 2 working
5 working days - 5 working days from record
working days
from closure of days from record date to SEBI and
offer period date shareholdres
through MB who
is not associated.

10. Extinguish & 11. Certificate to 12. ESCROW A/c - On

physically destroy 13. Closure &
SEBI -Certified and or before opening of
offer deposite in an payment -
in presence of RTA verified by
ESCROW A/c Open special
or MB or Secretarial auditor
Secretarial auditor Upto 100 cr - 25% of A/c &
& RTA & MB & 2 consideration payable deposit 90%
within 15 days Directors (one of Exceeding 100 cr - 25% of amt lying
from acceptance of them should be in ESCROW
upto 100 cr & 10%
shares MD) there after A/c
 Page 6

10.Buy back of share through STX

1.Buy back only on 2. No buy back

3. Order matching
STX having through promoter or
mechanism (all or
nationwide trading person in control of
none)
terminal the co

5. Make PA within 2 6. No need to file

4. Appoint MB working days from LOO with SEBI incase
passing BR/SR of open market

7. File a copy of PA in
electronic mode to
SEBI, STX &
simultaneously with
PA
8.Copy of PA shall be
placed on website of
STX, MB & CO
9.BB period:-
1)BB open before 31-3-
2023 = 6 mon
2)BB open after 1-4-2023 =
66 working days
3)BB peroid after 1-4-2024
= 22 working days
4)After 1-4-2025 = No BB
through STX

12) Physical shares:-

11. Min 40% of amt
10. 75% earmarked
earmarked shall be
amt shall be
utilise within first
utilisefor BB
half
Separate window for
physical shares
Broker shall verify the
ifentity proof
Price should be volume
weighted avg price of the
shares traded other than
physical form during the
calender year (only for
frequently traded share)

13. ) ESCROW A/c:- Before opening of offer

deposit in cash atleast 25% of # EXCEPT:- 1) Sell order was in adequate
total amt. Amt in escrow a/c can utilise for BB 2)Circumstances beyond control of co
payment subject to 2.5% remaining in escrow
3)Merit consideration
a/c. After utilisation 75% of BB amt, fund shall
be released to co. In case of noncompliance 4)Forfieted amt deposited in IEPF
SEBI may forfiet Escrow amt (max 2.5%)
 Page 7

11.Participants of
Mutual Funds

Sponso Unit Transfer

Trustee AMC Custodian
r Holder Agents

Investor 1. Deals with

1.Owner of
1.Fund manager who holds issue
trust
unit of &redemptio
property. 2.Registered
1.Promptor of mutual mutual n or transfer
2.Who under Co Act & fund, 1.Holds securities of units of
fund & person who
establishes the MF holds the having certificate & other assets of MF
property on from SEBI. mutual fund.
2.Alteast 5 years of 2.Maintain
experience in behalf of 3.Atleast 40% of 2.Safe keeping of updated
financial service unit networth investor's fund & records of
sector. holders. contributed by securities. clients.
3.Positive Net Worth 3.They hold sponsor. 3.It provides other
in last 5 years. 3.Registered
or 4.Responsible for incidental services with SEBI.
4.Contribute atleast administer decision making. like maintaining
40% of AMC. The trust the a/c of clients,
5.Removal of
5.Profit after tax & property collecting the
AMC - - majority
depreciation in 3 of trustee or 75% benefits or rights.
years out of 5 years &
profit in immediately
unitholders. 4.Open separate
preceeding year. 6) It provides custody a/c &
more deposit in the
6.Influential investorn
diversification name of each
who creates demand
for securities investing option client

12. TWO TYPES OF SCHEME:

Open ended MF Close ended MF

variable
corpus fixed corpus

listed on
not listed on stock
exchange stock exchange

highly liquid mostly liquid

no redeemption
repurchase option
is available option before
maturity

free entry & exit restricted entry

only one value two values NAV &

i.e. NAV Market Price
can redeem
maturity redemption only
on maturity
 Page 8

13.TYPES OF PLAN:

• sold through distributor

Regular plan • high expense ratio

• commission to distributor
• low return due to high expense ratio

• directly purchase fromAMC

Direct plan • low expense ratio
• no commission to distributor
• high return due to low expense ratio

14.IMPORTANT TERMS

Offer
Document

Scheme Statement of
information doc Addtional info
(SID) (SAI)

1.Contain statutory info

1.It contains details of seheme updated every year 2.Updated quarterly
2.Name of scheme shall be on the over page 3.Info about sponsor , MF , trustee,
3.It contains highlight of the scheme custodian, AMC, etc
4.Risk factor 4.Rights of unit hoder

1.Key Informa on memorandum

a) summary of SID & SAI
b) updated at least once in a year
c) issued along with applica on form.
 Page 9

2. NAV:
a) market value of the unit on the par cular given date
b) declared daily on the website of AMC is also publish in 2 newspaper
c) NAV = market value of investment + receivable + accrued income + other income –
outstanding exp – liability & other exp / no. of units.

3. FATCA (Foreign account tax compliance Act):

a) All Financial ins tu on including MF to report all financial transac on of US
resident fund en es
b) Objects is to prevent tax evasion
c) For non-individual investor obtain informa on of Ul mate Beneficial Owner.

4. Holding Period return:

a) Total return received from holding an asset
b) Holding period return = Income = (end value – original value)/original value * 100

sponsor, association , group company cannot

15.Norms for shareholding &

hold 10% or more shreholding or voting power

in AMC or Trustee of other MF & cannot
represent on the board of AMC & Trustee of any
governence of MF

other MF

any shareholder holding 10% or more

voting power in AMC/Trustee, cannot
hold 10% or more holding in any other
AMC or Trustee company & cannot
represent on board of AMC/Trustee

Trustee must be registered with SEBI

16.Cons tu on of AMC

Atleast 50% of
Removal - Change in
Appointment director shall not be
Majority of AMC- prior
by sponsor or associates with
trustee or approval of
trustee if sponsor any of its
75% of SEBI &
authorised subsidairies of the
unitholder unitholder
trustee
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17.Qualifications 1.person of ability, integrity, & standing

of trustee:
2.not found guilty of moral turpitude

3.not convicted of any economic offence or violation

of securities law
4.AMC & its director cannot be act as a trustee

5.trustee of MF cannot act as a trustee of other MF

6.2/3rd of trustee shall not be a associated with

sponsor
7.if trustee is a company then BOD of trustee company
can be trustee of other MF

18.Mutual Fund Regula on

Procedure for launching of scheme:-
scheme shall be
appointed by trustee &
offer document filed
with SEBI
Sponsor or AMC shall
invest 1% or 50 lakh
Obtain in-principle
(which is lower) in option
approval from stock
specified by SEBI & cannot
exchange
redeemed unless the
scheme is wound up

Rollover --> consent of

Close ended scheme Subscription period -->
unitholder & redeem
may be converted with max 15 days except
the unit holder who
the approval of ELSS (equity linked
does not opt for
unitholder saving scheme)
rollerover

Application upto 5000
unit holder - Full
allotment
Wound up:
75% of approval of
unitholder ; OR
Roller over ; OR
Approval pf trustee ; OR
By SEBI ; OR
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19.Restriction on investment by
MF
MAX 10%investment in debt investment of
single issue, however can invest upto 12%
with the approval of board of trustee &
director of AMC

not invest in unlisted

debt instrument except
govt securities & money
market instrument

may invest upto 10%

non convertible
debenture

shall not own more than 10% of

companies paid up capital carrying
voting right

transfer of investment at
prevailing market price

cannot invest in unlisted & listed

securities of associate company,
group company of the sponsor

cannot invest in listed securities of sponsor associate

company, group company of the sponsor max 25% of NAV

20.
 Page 12

Co-operative society
registered under Society Act

Contract of insurance by
insurance company
CIS property
CG specified scheme that Money or money's
scheme is not CIS
worth invested by
unit holders
21.CIS does not

Deposits by NBFC
include

Deposits accepted by
company u/s 74
Property accquired
Deposits by Nidhi co with such money

Mutual Funds
Income arising on
Chits Funds such property or
money
Pension Funds regulated by
PFRDA

22.Restric ons on business ac vi es of CIMC

undertake
Launch any
any activity
act as a CIS for the
other than
CIMC NOT trustee of purpose of
that of
any CIS investing in
managing
securities
the CIS

23.Procedure for launching CIS
1.Scheme must be
registered with
SEBI
6. No assured return
howerver, indicative
return may be
indicated
7. File copy of offer
document to SEBI
12. Issue unit
certificate within 5
days from closure of
subscription period
13. App. money kept in
separate bank a/c & utilise
for allotment, after trustee
received letter confirming
min subscription has been
received
Page 13
2. Obtain credit 3. Appraisal by
rating appraisal agency
5. Obtain adequate 4. Duration of close
insurance policy ended CIS - 3 years
8. If modification
suggested by SEBI
9. Advertisement shall
carry out such & if no
be in confirmity with
modification by SEBI
code of conduct
then dispatch offer
document to public
11. Offer period - max
10. Appraisal report
15 days. Refund of app
shall be form part of
money - within 5 days
offer doc & given
from closure of period &
consent by apprasal
if failed, then liable to
agency
pay int @ 15% p.a.
14. Fund of CIS utilise
for the purpose of
scheme
 Page 14

24.Additional Points

1.Refund:

Failed to refund in 5 days

Failed to receive minimum Refund within 5 days from
liable to pay interest @
subscription list closing of subscription list
15% p,a

2.Min subscrip on – 20 cr
3.Min investor – 20
4.Max investment by single investor – 25% of assets
5.Max investment in owned project shall not exceed 25%
6.Lis ng within 6 months
7.A er winding up unclaimed money shall be deposited in to separate
bank a/c for the period of 3 years.

25.Ponzi scheme
*A ponzi scheme is an investment from where clients are promised
large profit in short term, of li le or no risk at all.
*Fraudulent investment scheme promising higher return.
*Scheme generates high returns for earlier investor from
their own money.
*As more investor investor invest in such scheme than
sponsor.
 Page 15

PAST YEAR QUESTIONS

QUES-1 Saatvik is a Managing Director in a listed company as well as an PAGE-

Independent director in other three listed companies. One of the leading listed e- 37-38
Commerce company offered him independent directorship on its Board. Whether PDF1
he can accept the directorship with specific reference to SEBI regula on. Explain
with reasons.

QUES-2 The shares issued a er the Ini al Public Offering (IPO) of an unlisted PAGE-
company, out of op ons or SAR granted under any scheme prior to its IPO to its 31
employees shall be listed immediately on exercise upon the op ons in all the PDF1
recognised stock exchanges. However, the shares of the Company are already
listed subject to compliance with the SEBI (Issue of Capital and Disclosure
Requirements) Regula ons, 2018. You are required to explain the compliances
and condi ons for the same.

QUES-3 With reference to the SEBI Regula ons, explain with reasons, the PAGE-
eligibility for appointment of an Independent director in a listed company. 37-38
(a) Aarav has given his office premises on lease to the company. PDF1
(b) Ehsaan is a component supplier.
(c) Manav is 20 year old.
(d) Elika holds 1% of the total vo ng power.

QUES-4 Amber Ltd. is a listed company on the leading stock exchange of the PAGE-
country. The company has substan al bank balances in the financial statement 5-6
for the Financial Year 2020-21. There is no foreseeable investment opportunity PDF2
with the company. Hence, the management decided to buy-back its equity shares
from the market. As a Company Secretary, prepare a note to the Managing
Director enumera ng the condi ons for buy-back of shares with reference to
SEBI (Buy-Back of Securi es) Regula ons, 2018.

QUES-5 An extract of Balance Sheet of Airrath Avia on Ltd., comprises of : Equity PAGE-
Share Capital ` 30,00,000 of ` 50 each 12% Preference Share Capital ` 5,00,000 of 5-6
` 500 each 14% Debenture capital ` 15,00,000 of ` 500 each (i) Ascertain the PDF2
maximum equity share capital and the number of equity shares that can be
bought back in the present case. (ii) What is meant by buy-back through tender
offer under SEBI (Buy-Back of Securi es) Regula ons, 2018.

QUES-6 MineGame Ltd., a gaming pla orm of a listed company comprises various PAGE-
subsidiaries, joint venture companies, associates and other related party en es 31-32
forming an internal part of MineGame Group. In order to retain talented human PDF1
resources and to recognise the efforts of employees of these en es in the
group, MineGame Group decided to grant cash based SARs linked to the share of
MineGame Group to the employees of joint venture. You are required to confirm
 Page 16

as to whether the scheme falls under the SEBI (Share Based Employee Benefits
and Sweat Equity) Regula ons, 2021.

QUES-7 MX Ltd. (Target Company) is a listed company. The company has 2 PAGE-
promoters, namely Namita and Sunita who holds paid up equity shares 40-42
represen ng 29% and 40% respec vely, making the aggregate shareholding of PDF1
the promoters in the Target company 69%. On 15th February, 2018, Target
company allo ed 75,00,000 conver ble warrants to Namita on preferen al basis
with due approval from Stock Exchange. These warrants were converted into
equity on 30th June, 2018. Pursuant to the conversion, the shareholding of
Namita increased from 29% to 37% of the paid up share capital of the Target
company. However, during 20th June, 2018 to 25th June, 2018, Sunita sold some
shares, thereby reducing the overall promoters shareholding from 69% to 68% of
the paid up share capital of the Target company. In view of the above facts,
answer the following ques ons :
(i) Would Namita be required to make an open offer under the SEBI
(Substan al Acquisi on of Shares and Takeovers) Regula ons, 2011
(‘‘SAST Regula ons’’) ?
(ii) (ii) Would the obliga on to make an open offer apply to Namita in
view of the fact that the aggregate promoters shareholding post
conversion, does not breach the s pulated thresholds under the SAST
Regula ons ?
(iii) What are the disclosure requirements under the SAST Regula ons, if
any that Namita will have to comply with ?

QUES-8 The GreenWood Ltd. had launched a scheme named as Malamal scheme.
The scheme entailed a one- me payment of ` 10,000 in lieu of a unit of 10
Teakwood trees with a holding period of 20 years and on maturity, the
contributor/investor have an op on to get the teak trees or the realised sale
proceeds thereof. The scheme was launched by the company for two calendar
years. Within such short span of me, the scheme mobilized ` 2 crore from 2,000
contributors/investors.
The scheme was being carried on without obtaining registra on from SEBI.
Referring to the SEBI Regula ons, answer the following :
(i) State the provisions under which the registra on was required.
(ii) What are the powers of SEBI in this regard ?
(iii) What should be the minimum dura on of the scheme ?

QUES-9 Write short notes on the following PAGE-

A.SARAL Account Opening 22 &2
B.Alterna ve Investment Fund. PDF1

QUES-10 Define deriva ve. Explain about Currency deriva ves and Commodity PAGE-
deriva ves. 6
PDF1
QUES-11 What is FED policy ? How does a change in US Fed rate can impact India PAGE-
? 12
 Page 17

PDF1
QUES-12 ‘‘Every scheme of collec ve investment does not come under the PAGE-
purview of SEBI Act, 1992’’. List the scheme or arrangement not covered under 12
Collec ve Investment Scheme. PDF2

QUES-13 Explain the following : PAGE-

A. Categories of Foreign Por olio Investors 4
PDF1
QUES-14 ‘‘An Alterna ve Investment Fund which has been granted registra on PAGE-
under a par cular category cannot change its category subsequent to the 2-3
registra on.’’ Elucidate the statement. PDF1

QUES-15 Sunshine Builders Ltd. is a registered sponsor under SEBI (Infrastructure PAGE-
Investment 4
Trusts) Regula ons, 2014. The Company is planning for Public offer to meet the PDF1
growing infrastructure demand in the country. Enumerate the guidelines
regarding public
issue of units of InvITs.

QUES-16 ‘‘Depository is not permi ed to carry out such ac vi es which are not NOTES
incidental to its ac vity as a depository.’’ Comment.

QUES-17 ‘‘The key managerial personnel or promoters may have a chance of PAGE-
ge ng Unpublished Price Sensi ve Informa on (UPSI) perpetually.’’ Is there any 43-45
mechanism for trading in securi es of the Company by the insiders under the PDF1
SEBI Regula ons ?

QUES-18 You are the Company Secretary of Fortune India Limited, a listed PAGE-
company on the leading Stock Exchange. Your Managing Directors desires a list of 34-35
yearly compliances under the lis ng regula ons. Briefly list-out the yearly PDF1
compliances.

QUES-19 Suzan Limited is in top 1000 listed companies. Referring to provisions of PAGE-
SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, the 37-38
Board of directors seeks your advice as a company secretary regarding the PDF1
following two ma ers :
(i) Quorum in Board mee ng
(ii) (ii) Maximum number of directorship in a listed en ty by a director.

QUES-20 Briefly explain the procedures followed by the Depository Par cipants PAGE-
with regard to issuance of Delivery Instruc on Slips (DIS) and verifica on of the 22
same PDF1

QUES-21 Differen ate between ‘‘Direct Route for ESOP’’ and ‘‘Trust Route for NOTES
ESOP’’.
 Page 18

QUES-22 ‘‘Trading plan is an excep on to the general rule that an insider should PAGE-
not trade when in possession of unpublished price sensi ve informa on’’. In the 45
light of this statement, explain the concept of trading plan and its essen al PDF1
elements

QUES-23 What are the recogni ons given to Company Secretary in Prac ce for NOTES
providing various cer fica ons/reports as required under SEBI (LODR)
Regula ons ? Explain briefly

QUES-24 Referring to the SEBI Insider Trading Regula ons, answer the following : PAGE-
(a) What is ‘unpublished price sensi ve informa on’? 43-44
(b) State with reasons whether the following informa on is price sensi ve : PDF1
(i) RBI has increased its Statutory Liquidity Ra o (SLR) by 15 basis points.
(ii) The company is increasing its authorized share capital.

QUES-25 PQR Limited, a listed company, is intending to make buy-back of its PAGE-
equity shares. Referring to SEBI Buy-back Regula ons, explain the following : 5-6
(i) The manner of deposit of amount in Escrow account. PDF2
(ii) How can an unregistered shareholder tender his shares for buy-back ?
(iii) What is me limit for comple ng buy-back process ?

QUES-26 What is future contract ? PAGE-

7
PDF1
QUES-27 What is bulk deal ? State the difference between block deal and bulk PAGE-
deal ? 8PDF1

QUES-28 What is infla on index ? State the difference between wholesale price PAGE-
index (WPI) and consumer price index (CPI). 9
PDF1
QUES-29 Best mutual fund has launched a scheme name Grand Bonanza. The net PAGE-
asset value (NAV) of the scheme is ` 12 per unit. The redemp on price is ` 11.65 11
per unit and offer price is ` 12.50 per unit. You are required to calculate : PDF2
(i) Front end load charges.
(ii) (ii) Back end load charges

QUES-30 Explain the following : PAGE-

A. Categories of AIF 2&4
B. Foreign Por olio Investor. PDF1

QUES-31 Discuss the schemes and arrangements which are not coming under the PAGE-
ambit of collec ve investment scheme. 12
PDF2
QUES-32 XYZ Infrastructure Investment Trust wishes to go for delis ng of units NOTES
and winding up of the INVIT. As a company secretary describe the procedure of
the same.
 Page 19

QUES-33 Cri cally examine the following : PAGE-

A. ‘‘Depository is to indemnify loss caused to the beneficial owner due to NOTES
the negligence of the depository or the depository par cipant’’. &
B. ‘‘Compulsory delis ng is different from voluntary delis ng’’. 1-3
PDF -2

QUES-34 ‘‘A listed en ty may make a qualified ins tu ons placement of eligible PAGE-
securi es subject to certain condi ons’’. Elucidate 30
PDF1
QUES-35 Write notes on the following : PAGE-
A. Dematerializa on 20,8
B. Clearing Corpora on &31
C. Employee Stock Purchase Scheme. PDF-1

QUES-36 A Mutual Fund having 300 units has shown Net Asset Value (NAV) of `
8.75 and ` 9.45 at the beginning and at the end of the year respec vely. The
Mutual Fund has given two op ons :
(i) Pay ` 0.75 per unit as dividend and ` 0.60 per unit as capital
apprecia on; or
(ii) These distribu ons are to be reinvested at an average NAV of ` 8.65
per unit. What difference it would make in terms of return available
and which op on is preferable ?

QUES-37 Your Board of directors is contempla ng to take-up the agenda to issue PAGE-
ESOS in next mee ng. Being a Company Secretary, advise your Board of directors 32
about brief procedure for issuing of securi es under SEBI Employees Stock PDF1
Op on Scheme (ESOS) by a listed Company.

QUES-38 Can a Company buy-back its own shares or any specified securi es PAGE-
through nego ated deals or through any private arrangements ? Comment with 6-7 &
methods allowed for buy-back. NOTES
PDF2
QUES-39 An acquirer, holding 25% or more but less than maximum permissible PAGE-
non-public shareholding of the Target Company can acquire such addi onal 40
shares as would en tle him to exercise more than 5% of the vo ng rights in any PDF1
financial year. Explain the statement indica ng the creeping acquision limit for
making an open offer by an acquirer.

QUES-40 The financial data of a listed company as on 31st March, 2018 are as NOTES
follows : Authorized equity share capital ` 10 crore (1 crore shares of ` 10 each)
Paid-up equity share capital ` 5 crore General reserve ` 3 crore Debenture
redemp on reserve ` 2 crore The Board of directors of your company passed
resolu on by circula on for buy-back of shares to the extent of 9% of the
company’s paid-up share capital and free reserves. You are required to examine
the validity of the proposal with reference to the provisions of the SEBI
Regula ons.
 Page 20

QUES-41 The price of equity share of a listed company viz. NextDial Ltd. (NDL) PAGE-
increased from ` 10 to high of ` 50 i.e. a rise of 500% during the period 1st April, 43-48
2018 to 30th Sept., 2018. NDL had entered into a Share Purchase Agreement PDF-1
(SPA) with the proposed acquirer(s) to acquire 40% of the subscribed equity
share capital as of 31st Aug., 2018 which would result in change of management.
This ini al discussion on the deal was made on 1st April, 2018 but SPA was signed
on 25th April, 2018. During 1st April, 2018 to 30th Sept., 2018, the promoter and
his wife dealt in the script of NextDial Ltd. Referring to the provisions of SEBI (PIT)
Regula ons, answer the following :
(i) Define Unpublished Price Sensi ve Informa on.
(ii) Whether there was any Unpublished Price Sensi ve Informa on
(UPSI) ? (iii)
(iii) What will be the date of UPSI ? (iv)
(iv) What are the factors to be taken into account by the adjudica ng
officer while imposing penalty for the act ?
QUES-42 What are the Op on contracts ? You are required to compute the PAGE-
profit/loss for each investors in below op on contracts : 7
(i) Mr. X writes a call op on to purchase share at an exercise price of ` 60 for a PDF-1
premium of ` 12 per share. The share price rises to ` 62 by the me the op on
expires.
(ii) Mr. Y buys a put op on at an exercise price of ` 80 for a premium of ` 8.50 per
share. The share price falls to ` 60 by the me the op on expires.
(iii) Mr. Z writes a put op on at an exercise price of ` 80 for a premium of `
11 per share. The price of the share rises to ` 96 by the me the
op on expires.
(iv) Mr. XY writes a put op on with an exercise price of ` 70 for a
premium of ` 8 per share. The price falls to ` 48 by the me the op on
expires.

QUES-43 Write short notes on the following : PAGE-

A. Key difference between WPI & CPI 9,2 &8
B. High Net Worth Individuals PDF1
C. Bulk Deal.

QUES-44 ‘A stock exchange on its own can delist any security thereon’. Explain PAGE-
how Recognized Stock Exchange delists any securi es listed thereon under 1-3
Securi es Contracts (Regula ons) Rules, 1957 PDF-2

QUES-45 What do you mean by Enterprise value under SEBI Takeover code ? PAGE-
From the given informa on, calculate the Enterprise value of KRS Ltd. : – 41
Outstanding equity share capital ` 1,600 lakh (par value per share ` 2) – Market PDF1
price per share on closing date (equity share) : ` 125 – Reserves & Surplus ` 195
lakh, Minority interest ` 275 lakh, Preference share capital ` 4,200 lakh, Cash-in-
hand ` 72 lakh, Cash equivalent ` 63 lakh, Other current assets ` 1,965 lakh.