CMSL Question Book CS Vikas Vohra NEW Syllabus (June 23)

M.
II
Applicable for Dec 23 / June 24 attempt
CS | LAW
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CS | LAW
CS VIKAS VOHRA (FOUNDER) CA CS HARISH A. MATHARIYA (FOUNDER)

CSEET EXECUTIVE PROFESSIONAL CSEET EXECUTIVE PROFESSIONAL
Legal Aptitude Company Law & Drafting, Pleadings & Business Corporate
Practice Appearances Environment Accounting &
Financial
Capital Market &
Management
Securities Laws
ADV CHIRAG CHOTRANI CMA VIPUL SHAH

CSEET EXECUTIVE PROFESSIONAL CSEET EXECUTIVE PROFESSIONAL
Legal Aptitude Setting Up of Governance, Tax Laws & Advanced
Business, Industrial Risk Management, Practice Tax Law
& Labour Laws Compliances & Ethics
Jurisprudence, Corporate Funding &
Interpretation & Listings in
General Laws Stock Exchanges
Economic,
Commercial &
Intellectual
Property Laws
CS MUSKAN GUPTA
CSEET LAW ENTRANCE PROFESSIONAL
Business English Secretarial Audit,
Compliance Management
CS VAIBHAV CHITLANGIA Communication Language and Due Diligence
Legal Resolution of
CSEET LAW ENTRANCE PROFESSIONAL Aptitude Corporate Disputes, Non-
Compliances & Remedies
Logical Logical Multidisciplinary Labour Laws &
Reasoning Reasoning Case Studies Practice
Maths Insolvency – Law &
Practice
Corporate Restructuring,
Insolvency, Liquidation &
Winding - Up
ADV. VISHISHTA NAYAK

CSEET LAW ENTRANCE
ADV. AMRUTA CHHAJED Current Current
Affairs Affairs
LAW COURSE DIRECTOR Economics General
Knowledge
CMSL Question B00k In Karma, I Believe YT Channel - YES Academy for CS and Law
CHAPTER 1 BASICS OF CAPITAL MARKETS

1. Write short notes on Foreign currency convertible bonds (FCCBs) (3 marks) 2008 – Dec [8] (b)
2. Write notes on Indian depository receipts (IDRs). (4 marks) 2012 – June [8]
3. Write notes on Listing of Indian depository receipts (IDRs) (4 marks each) 2012 – Dec [8]
4. Write notes on Qualified institutional buyers (QIBs) (4 marks each) 2012 – Dec [8]
5. Distinguish between ‘FCCB and ‘FCEB’. (2 marks) 2015- Dec [4] (a)
6. What is Indian Depository Receipt (IDR)? What are eligibility criteria for issue of IDRs? (5 marks)
2009 - June [6] (a)
7. Every institutional buyer is a qualified institutional buyer (QIB). Comment (4 marks each) 2013-
Dec [5]
8. Explain Indian depository receipts (3 marks) 2015- Dec [4] (b)
9. Investment in Indian depository receipts (IDRs) is an opportunity for the Indian investors to
invest funds in foreign equity. Comment (4 marks) 2016- June [3] (a)
10. What do you mean by foreign currency convertible bonds (FCCBs)? State the benefits of FCCBs
to investors and the issuer. (5 marks) 2016- Dec [2A]
11. Explain Conditions for issue of IDR (3 marks) 2017- June [2]
12. “Every Institutional Buyer is qualified institutional buyer.” Comment (4 marks) 2017- June [6]
13. Indian companies are allowed to raise equity capital in the international market through the issue
of ADR/GDR/FCCB/FCEB. Briefly discuss the regulatory framework of ADR & GDR in India.
(5 marks) 2018 - June [3] (b)
14. Explain the following:
(i) Mortgage Bonds
(ii) Categories of AIF
(iii) Foreign Portfolio Investor. (3 marks each) 2019 June [2] [ii] [iii] [v]
15. Write note on:
(a) Foreign Currency Convertible Bonds
(b) Indian Depository Receipts
CS Vikas Vohra 8888 078 078 | YES Academy, Pune 8888 235 235 Page | 1
CHAPTER 2 SECONDARY MARKET IN INDIA
1. Write short notes on Margin trading (2 marks each) 2009- Dec [2]
2. Write short notes on Market abuse (2 marks) 2010- June [2]
3. Write a short note on Online surveillance by stock exchange (5 marks) 2014 – June [4]
4. Distinguish between ‘Initial margin’ and ‘maintenance margin’. (4 marks) 2009- June [2] (a)
5. Distinguish between ‘Book closure’ and ‘record date’. (3 marks) 2010- Dec [2] (b)
6. Distinguish between ‘Listed securities’ and ‘permitted securities (3 marks) 2015 – June [4] (a)
7. Explain Market abuse (2 marks each) [CSIG – II] 2008 – June [4] (a)
8. Explain Price monitoring (2 marks each) [CSIG – II] 2008 – June [4] (a)
9. Explain On line surveillance. (2 marks each) [CSIG – II] 2008 – June [4] (a)
10. Discuss the various functions of ‘price monitoring’. (5 marks) 2009- Dec [5] (a)
11. Explain Surveillance at BSE (2 marks) 2010- Dec [4] {a)
12. Discuss briefly the different surveillance systems adopted by stock exchanges. (4 marks) 2011-
June [3] (c)
13. Explain Trade to trade (2 marks) 2012- June [3] (c)
14. Explain Circuit breaker. (3 marks) 2013- June [4] (b)
15. Explain Stock market indices are the barometers of stock markets. (3 marks) 2015 – Dec [2]
16. The following information has been collected regarding two shares, Share-A and Share-B,
trading at BSE on 18th September, 2017:
Share-A
Date Time Price (?) No. of shares traded
18th September, 2017 14:45:10 385.60 550
18,h September, 2017 14:55:35 382.78 1,575
18th September, 2017 15:00:20 380.99 1,514
18th September, 2017 15:01:30 381.79 1,625
18th September, 2017 15:05:40 380.38 1,025
18th September, 2017 15:10:20 381.51 1,390
18th September, 2017 15:20:25 381.42 800
18th September, 2017 15:22:20 384.07 600
18th September, 2017 15:25:55 383.74 1,200
Share-B
18th September, 2017 14:07:30 50.60 250
18lh September, 2017 14:11:40 52.10 585
18,h September, 2017 14:16:20 49.85 700
18,h September, 2017 14:26:25 51.25 425
18lh September, 2017 14:45:10 50.75 450
18,h September, 2017 14:55:35 49.95 500
You are required to determine the closing prices and last traded prices for both the shares for 18 th
September, 2017. (6 marks) 2014 – Dec [1]
17. Following information has been collected regarding Share- X trading at NSE on 2nd September,
2017:
2nd September, 2017 14:42:10 265.60 550
2nd September, 2017 14:53:35 262.78 1,575
2nd September, 2017 15:00:20 260.99 1,514
2nd September, 2017 15:03:30 261.79 1,625
2nd September, 2017 15:05:40 260.38 1,025
2nd September, 2017 15:12:20 261.51 1,390
2nd September, 2017 15:21:25 261.42 800
2nd September, 2017 15:22:20 264.07 600
2nd September, 2017 15:26:55 263.74 1,200
You are required to determine the closing price and last traded price for Share-X for 2nd September,
2017. (3 marks) 2016 – Dec [1] (d)
18. What are the key differences between WPI & CPI?
19. Distinguish between Block Deal and Bulk Deal.
20. What are the various quantitative instrument of Credit Policy?
21. What are various preventive market Surveillance deployed by stock exchange and monitored
by SEBI?
22. What is market abuse? Explain the functioning of price monitoring. (2+3=5 marks) 2018 Dec
[2A] [iii]
23. Earnings per share of Alxa Piston Ltd. expected at the end of the year 2015-2016 is Rs.18. The
earnings per share in the year 2014-2015 is Rs.16. The required rate of return is 25% p.a. and the
dividend pay-out ratio is 30% which is expected to remain constant. If the earnings are expected
to grow at the historical growth rate, compute the value of the share of the company at the
beginning of 2015-2016. (4 marks) 2018 June [1] [a]
24. Narender purchased a bond with face value of Rs.1000 for Rs.950. The coupon rate on the bond
is 12%. If he sells the bond one year later for Rs.960. Compute the holding period return for
Narender. (3 marks) 2018 June [1] [b]
i. Option Contract
ii. Futures
iii. Global Depository Receipts. (3 marks) 2018 June [2] [ii] [iii] [v]
26. SEBI has classified Alternative Investment Fund (AIF) into three broad categories i.e. Category
I, Category II and Category III. Discuss key features of AIF categories. (5 marks) 2018 June [3]
[b]
27. Naman had executed following trades on Gama Ltd. stock:
(i) Purchased one 3-month call option with a premium of Rs.25 at an exercise price of Rs.530.
(ii) Purchased one 3-month put option with a premium of Rs.5 at an exercise price of Rs.430.
The lot size is 100 share per lot and the current price of Gama Ltd. stock is Rs.500. Determine
Naman’s profit or loss, if the price of Gama Ltd. stock after 3 months is:
(a) Rs.500
(b) Rs.350. (5 marks) 2018 Dec [5] [a]
29. Write short notes on the following:
(a) Private Equity
(b) Book Closure and Record Date
(c) Bankers to an issue
(d) Venture capital
(e) Pension Fund. (3 marks each) 2018 Dec [6] [a] [b] [c] [d] [e]
30. What are the Option contracts? You are required to compute the profit/loss for each investor in
below option contracts:
(i) Mr. X writes a call option to purchase share at an exercise price of Rs.60 for a premium of
Rs.12 per share. The share price rises to Rs.62 by the time the option expires.
(ii) Mr. Y buys a put option at an exercise price of Rs.80 for a premium of Rs.8.50 per share. The
share price falls to Rs.60 by the time the option expires.
(iii) Mr. Z writes a put option at an exercise price of Rs.80 for a premium of Rs.11 per share. The
price of the share rises to Rs.96 by the time the option expires.
(iv) Mr. XY writes a put option with an exercise price of Rs.70 for a premium of Rs.8 per share.
The price falls to Rs.48 by the time the option expires. (5 marks) 2019 June [5] [a]
32. “Prior information of open position of any share during market hours can easily fluctuate the price
of the share”. How Preventive Surveillance helps to reduce the fraudulent price variation in the
shares in a day? (5 marks) 2019 June [5] [c]
i. Key difference between WPI & CPI
ii. Basis of SENSEX
iii. High Net Worth Individuals
iv. Bulk Deal. (3 marks each) 2019 June [6] [b] [c] [d] [e]
34. “An Alternative Investment Fund which has been granted registration under a particular category
cannot change its category subsequent to registration, except with the approval of the SEBI”. Enumerate
the conditions for approval of SEBI. (5 marks) 2019 June [6] [i]
35. Dhruv has purchased 1000 shares @ Rs.80 per share of a company. He wanted to pay Rs.5000 in cash
and balance through bank transfer to stock broker. As a Company Secretary advise Dhruv by referring
SEBI regulation/circular. (5 marks) 2019 June [6] [ii]
36. Z holding equity shares in PQR Ltd. made a request to the company to issue shares with differential
voting rights. Enumerate the conditions if any to be satisfied by the PQR Ltd. for issue of shares with
differential voting rights to Z. [5 marks each] (December 2019).
37. Write short note on Optionally Fully Convertible Debenture. [3 marks] (December 2019)
38. Write short note on Nifty. [3 marks] (December 2019)
39. Write short note on Angel Fund [3 marks] (December 2019)
40.How does market surveillance try to ensure market integrity in the securities market? Explain. [5
marks] (December 2019)
41. What are the key risk management measures initiated by SEBI in the secondary market? Describe.
[5 marks] (December 2019)
42. What is Pension Fund and Government Pension? State the legislations governing pension in India.
[5 marks] (December 2019)
43. What do you know about Market Surveillance? Enumerate different ways of Preventive Surveillance.
(5 marks) (December 2020)
44. Aruna Steel Ltd. issued Bonds with the following terms:
Issue price of the Bond: Rs.1000
Coupon rate: 3%
Maturity: 5 years
Convertible into equity shares @ Rs.500 per share
Ivan had purchased 20 bonds. At the time of maturity, the market price of the equity shares was Rs.400.
What are the options available to Ivan on the maturity date and which option he should prefer? (5 marks)
(June 2021)
45. What is future contract? (2 marks) (June 2021)
46. Akshay buys 500 shares of PQR Limited @ Rs.210 per share on the stock exchange platform. In order
to hedge the position, he sells 300 futures of PQR Limited @ Rs.195 each. Due to fall in the share and
futures price by 5% and 3% respectively on next day, Akshay closes his position by counter transactions.
Find out his profit or loss. (3 marks) (June 2021)
49. What is bulk deal? State the difference between block deal and bulk deal? (5 marks) (June 2021)
50. What is inflation index? State the difference between wholesale price index (WPI) and consumer
price index (CPI). (5 marks) (June 2021)
51. Write note on the following;
(a) Key features of Preventive Surveillance
(b) Margins
(c) Trading Mechanism
(d) Foreign Portfolio Investor. (3 marks each) (June 2021)
52. Suppose B. Co. Ltd. Issues bonds with following terms:
Issue price of Bond Rs.2000.
Coupon rate 2% with maturity period of 2 year
Convertible into equity shares @ Rs.100 per share.
Y has subscribed for 5 bonds and made an investment of Rs.10000. On maturity date, investor will have
an option to either claim full redemption amount or convert the Bonds into equity @ Rs.100 per share.
The quoted share price on maturity date is Rs.150. If he goes for conversion how many shares Y will
get? Will it be fair enough if he opts for redemption value? Calculate which option is best suitable to
Y? (December 2021) (4 marks)
53.What is the option contract? how the option contract is classified on the basis of party who exercise
the option and time at which the option can be exercised? (December 2021) (4 marks)

a) Leveraged Buyout {LBO]
b) Repo & Reverse Repo Rate
c) Characteristics of Bond
d) Inflation Index (December 2021) (3 marks each)
55. Tarun purchases the following European Call options of TCS. He also purchases the following
European put option of ACC. What decision he would take on expiry if TCS closes at Rs.835 and ACC
closes at Rs.565, spot prices? Ignore premium paid.
i) TCS 830 Call
ii) ACC 510 Put
iii) TCS 840 Call
iv) ACC 520 Put (5 marks) (December 2022)
56. Who are Anchor Investors? How is allocation made to Anchor Investors?) (5 marks) (December
2022)
57. Write short notes on Benefits of REITs (3 marks) (December 2022)
58. Write short notes on Steps to calculate SENSEX (3 marks) (December 2022)
59. Write short notes on Types of Private Equity (3 marks) (December 2022)
60. Write short notes on Atal Pension Yojana. (3 marks) (December 2022)
61. Write short notes on Accredited Investor and Large Value Accredited Investor (3 marks) (December
2022)
62. Define Alternative Investment Fund [AIF]. Name the entities which are not to be considered as AIF.
63. Define special situation fund. How investment in special situation fund is made as per SEBI [AIF]
Regulations, 2012 as amended? (5 marks) (December 2022)
64. Eknath, a risk averse investor is planning to take advantage of market rumour that in the upcoming
budget, the Government is likely to announce some economic package including production linked
incentive (PLI) scheme for auto industries. As he does not like to take higher risk; he purchases one call
and put option contract (Lot size 1000 shares) of a leading auto component manufacturing company at
a premium of 75 and 4 respectively with strike price of 105. In the budget, no PLI scheme was declared
and the price of stock fell to 90.
(i) Ascertain the net loss/profit.
(ii) What would be your answer, if the stock price escalates to 120 as Government slashed GST rate on
vehicles? (5 marks) (June 2022)
65. Write short notes on Repo and Reverse repo rate (3 marks) (June 2022)
66. Write short notes on Post Trade Surveillance (3 marks) (June 2022)
67. Write short notes on Vigil Mechanism (3 marks) (June 2022)
68. Write short notes on SARAL Account Opening (3 marks) (June 2022)
69. Write short notes on Alternative Investment Fund. (3 marks) (June 2022)
70. Define derivative. Explain about Currency derivatives and Commodity derivatives. (5 marks) (June
2022)
71. (i) What are Currency Futures?
(ii)R purchases the following European Call option of Emkey Tech Ltd. and European Put option of
Giganet Ltd. What decision he would take on expiry, if the share price of Emkey closes at Rs.1100
and Giganet closes at Rs.590 in the following circumstances? [Ignore any premium paid].
a) Emkey : 1050 Call

b) Giganet : 525 Put
c) Emkey : 1120 Call
d) Giganet : 580 Put. (5 marks) (June 2023)
72. What is Inflation rate? How to calculate it? M bought his morning coffee for Rs.12 in 2019, but now
he is paying Rs.16 in 2023. Calculate the inflation rate. (5 marks) (June 2023)
a) Currency Derivatives
b) Angel Fund
c) Block Deal
d) Municipal Bonds (3 marks each) (June 2023)
CHAPTER 3 SECURITIES CONTRACTS (REGULATION) ACT, 1956

1. Write a. short note Spot delivery contract (3 marks) 2012- June [2] (a)
2. Distinguish between ‘Spot delivery’ and ‘special delivery’. (3 marks) 2011- Dec [5] (a)
3. “Demutualisation of stock exchanges is to convert the traditional stock exchanges into a company.”
Comment, (3 marks) 2010 – Dec [2] (a)
4. “Stock exchanges are virtually the nerve centre of the capital market." Comment. (2 marks) 2012-
Dec [3] (b)
5. Explain briefly the following terms associated with stock market.
i. Multiple listing
ii. Clearing
6. Derivatives are contracts which derive their value from the value of one or more of other assets.”
comment (5 marks) 2014- June [5]
7. What is meant by demutualisation of stock exchange? Explain the purpose of demutualisation. (5
marks) 2015 - June [3] (b)
8. Explain briefly the demutualisation of stock exchanges. (3 marks) 2016- June [3] (b)
9. Write Short notes on the powers of Central Government for suspending business of recognised Stock
exchange (RSE)?
10. What are the provisions for continuous listing requirement under Securities Contracts (Regulation)
Rules, 1957? List any six methods for achieving minimum public shareholding by a listed company.
(4 marks) 2018 Dec [2] [a]
11. ‘‘Every listed company other than public sector company shall maintain public shareholding of at
least 25 percent’’. (4 marks) 2019 June [5] [a]
12. “A recognized stock exchange may frame rules / amend rules made by it to provide for all or any
of the matters specified therein.” Describe them. [4 marks] (December 2019)
13. Lalji, aggrieved by an order passed by SEBI is desirous of making an appeal before SAT. He
requested you as a consultant to prepare a note to know the appeal procedure. [4 marks] (December
2019)
14. The stock exchange wants to transfer the duties and functions of a clearing house to a clearing
corporation. Is it possible to do so? Explain the purpose if any, it serves. (4 marks) (December 2021)
15. Akilesh, one of the Executive Director of a listed company has violated the provisions of Insider
Trading Regulations of SEBL. The Adjudicating Officer has imposed penalty of 5 lakhs. The
Executive Director did not pay the amount within the stipulated time as stated in the order. Examine
the recourses available with the Adjudicating Officer for recovery of amount under the Securities
Contracts (Regulation) Act, 1956. (4 marks) (June 2022)
16. Corporates Advisors Ltd. is a listed company. The stock exchange asked certain information about
shareholding pattern etc., which the company could not provide even after a further opportunity
was given to the company to furnish such information as the company did not maintain the relevant
records. What are the penalties levied against the company under Securities Contracts [Regulation]
Act, 1956? Will your answer differ, if the information is sought by the SEBI [state the relevant
provision]? (4 marks) (June 2023)
CHAPTER 4 - SECURITIES AND EXCHANGE BOARD OF INDIA

1. Write a short note Securities Appellate Tribunal. (2 marks) 2009- June [3] (a)
2. Write a note on Powers of Securities Appellate Tribunal (SAT) (4 marks) 2013- Dec [6A]
3. What is Securities Appellate Tribunal (SAT)? Explain the procedure for appeal to SAT. (6 marks)
2011- June [5] (c)
4. “SEBI expects the investors to make investments with their eyes and ears open.” Comment. (5 marks)
2014- June [5]
5. Good governance in capital market has always been high on the agenda of SEBI. comment (4 marks
each) 2014- Dec [5] (c)
6. “Securities Appellate Tribunal (SAT) shall have the same power as are vested in a Civil Court, for
the purpose of discharging its functions.” In the light of this statement, state the powers vested in
SAT as a Civil Court. (5 marks) 2014 – Dec [6] (b)
7. What do you mean by Securities Appellate Tribunal (SAT)? What is its composition? As a Company
Secretary, advise the aggrieved party about the appeal procedure and powers of SAT. (6 marks) 2016
– June [5] (b)
8. Discuss the various powers and functions of SEBI under SEBI Act, 1992. (4 marks) 2017 – June [5] (c)
9. “SEBI has been established with objective of protecting the interest of investors and to promote the
development of and to regulate the securities market (SEBI Act, 1992"). Discuss its composition and
initiatives taken by SEBI for development and regulation of securities market. (8 marks) 2018 – June
[5]
10. Fortune Ltd. is a registered stock broker of the Bombay Stock Exchange. SEBI levied a penalty of Rs.2
crores on the company for violation of the provisions of SEBI (Prohibition of Fraudulent and Unfair
Trade Practices relating to the Securities Market) Regulations, 2003. Fortune Ltd. is contemplating to
challenge the SEBI’s order before the Securities Appellate Tribunal (SAT) in an appeal. Explain the
procedure for making an appeal before the SAT. (8 marks) 2016 – Dec [6A]
11. Short notes on prohibition of manipulative and deceptive devices, insider trading etc. as per SEBI
Act, 1992?
12. Write short notes on consent order with reference to SEBI Act, 1992.
13. SEBI has been given necessary autonomy and authority to regulate and develop an orderly market.
Elucidate the statement in the light of statutory powers vested with SEBI. (4 marks) 2019 June [2] [d]
14. ‘‘The Securities Appellate Tribunals shall have, for the purposes of discharging their functions under
Securities and Exchange Board of India Act, 1992. The same power as are vested in a Civil Court
under the Code of Civil Procedure, 1908, while trying a suit’’. (4 marks) 2019 June [5] [b]
15. Hon’ble Justice A, a retired Chief Justice of a High Court, attained the age 62 years on December 31,
2017. The Central Government had appointed him as the Presiding Officer of the Securities
Appellate Tribunal (SAT) with effect from January l, 2018. You are required to state with reference
to SEBI Act, 1992, (a) the term for which he may be appointed as Presiding Officer of the SAT (b)
Whether he can be re-appointed as such and remains as Presiding Officer of the Securities Appellate
Tribunal? (4 marks) 2018 Dec [2A] [i]
16. “SEBI has been established with objective of protecting the interest of investors and to promote the
development of and to regulate the securities market (SEBI Act, 1992)”. Discuss its composition and
initiatives taken by SEBI for development and regulation of securities market. (8 marks) 2018 June
[5] [a]
17. Explain the role of securities market in economic growth. (5 marks) 2018 Dec [2A] [i]
18. Explain the factors to be considered by SEBI to arrive at the settlement terms. (5 marks) 2018 Dec [6]
[c]
19. ST Ltd. applied for listing of instruments in a recognized stock exchange. However, permission was
refused by the stock exchange. Can the company appeal to SAT against such refusal? Explain. [5
20. SEBI has imposed a penalty of Rs.25 crores on Sunset Company Ltd. However, due to problem of
liquidity, the company is unable to pay the amount of penalty. Explain, how the amount can be
recovered under the provisions of SEBI Act, 1992. (4 marks) (December 2020)
21. “SEBI may take any of the measures either pending investigation or inquiry or on completion of
such investigation.” Enumerate such measures in the light of the provisions of the SEBI Act. (4
marks) (December 2020)
22. Under what circumstances and how the recovery officer will proceed to recover the amount of
penalty etc. imposed by adjudicating officer under the SEBI Act, 1992? (4 marks) (June 2021)
23. M/s. XYZ company Ltd. aggrieved by the decision of Adjudicating Officer under the SEBI Act, 1992,
moved to civil court to contest the case. Is the action of the company correct in light of SEBI
provisions? Give your views and suggest to the management the action to be initiated by XYZ Ltd.
24. Write a note on SCORES (4 marks) 2015 – June [6A]
25. List out briefly the general grievances of investors against the companies. (4 marks) [CSIG – II] 2008
- June [7] (c)
26. “SEBI expects the investors to make investments with their eyes and ears open.” Comment. (5 marks)
2009- June [8] (a)
27. What is SCORES? Discuss the salient features of SCORES. (5 marks) 2013 Dec [6] (b)
28. As an aggrieved party, how do you lodge complaint in SCORES? (5 marks) 2014- Dec [6] (c)
29. “SCORES is an organisation to measure the performance of limited companies.” Comment. (6
marks) 2015- Dec [5] (a)
30. What do you mean by ‘Financial Education’? Discuss various initiatives taken so far on Financial
literacy in India. (8 marks) 2015- Dec [5] (a)
31. “SEBI Complaints Redress System (SCORES) is efficient system of investor grievance redressal
mechanism of SEBI”. Discuss the statement and salient features of SCORES. (6 marks) 2018- June [6]
(b)
32. SEBI Complaints Redress System [SCORES] has been established to resolve the grievances of the
Investors. What is the procedure for redressal of investor grievances using SCORES platform? State
the revised features. [4 marks] (December 2019)
33. What are the matters that cannot be considered as complaints under SCORES? Specify details. [4
34. “Complaints against certain companies cannot be dealt through SCORES, despite the complaint may
be against a listed entity”. Explain briefly. (4 marks) (December 2022)
35. ABC Ltd is a public company listed on stock exchange. The company declared a dividend in the
Annual General Meeting held on 1st May, 2020. However, the dividend was distributed on 5th June,
2020. One of the shareholders Jyoti made a complaint on SCORES platform on 5th June, 2022.
Answer the following:
36. Whether the action of ABC Ltd is as per the Companies Act, 2013?
37. Can Jyoti make a complaint to SCORES?
38. What happens if investor fails to lodge complaint on SCORES within stipulated period? (4 marks)
(December 2022)
39. “Mobile applications provide convenience to the investors for lodging their complaints on SEBI
Complaints Redress System.” Comment on the statement. (5 marks) (December 2022)
40. "The complaints related to trade, settlement and deficiency in services resulting into any financial
loss to an investor, if not resolved amicably by the stock exchange, shall be referred to the Investor
Grievance Redressal Committee (IGRC)". Explain the procedure for handling of complaints by IGRC
as per SEBI circular. (4 marks) (June 2022)
41. Shakti is aggrieved by the order of the Securities Appellate Tribunal [SAT] and intend to appeal
before appropriate authority / court. Briefly explain the procedure and time limit for filing of
appeal. (4 marks) (June 2023)
42. David, General Manager [finance] of Suren Enterprises Ltd., was found to be indulging in insider
trading activities. As a result, the company terminated his services. The SEBI also took cognizance
of the matter and initiated proceedings against him under Insider Trading Regulations. David
pleaded that since his service had already been terminated, SEBI could not initiate any proceedings
against him. Suggest, what type of action can be taken by SEBI against him? (5 marks) (June 2023)
43. PTM Ltd., a listed company has declared dividend to its registered shareholders on 1st January, 2021
but the company did not pay the dividend till 31st January, 2021.
(i) Whether the registered shareholder can lodge the complaint on SCORES Portal?
(ii) What happens if registered shareholders fail to lodge a complaint on SCORES within the
stipulated period?
(iii) Can the shareholder file complaint on SCORES portal without first approaching to the company?
(4 marks) (June 2023)
CHAPTER 5 LAWS GOVERNING DEPOSITORIES AND DEPOSITORY PARTICIPANTS

1. Write a short note on Concurrent audit of depository participants (3 marks) [CSIG -1] 2008- June [2]
(a)
2. Write a short note on Fungibility. (3 marks) 2008- Dec [2] (a)
3. Write a short note on Depository participants. (3 marks) 2012- June [2] (a)
4. Write a note on Concurrent audit of depository participants. (4 marks) 2013- Dec [6A]
Write notes on In-person verification (4 marks) 2014- Dec [6A]
5. Write a note on Reconciliation of share capital under Regulation 55A of the SEBI
6. (Depositories and Participants) Regulations, 1996. (4 marks) 2015- June [6A]
7. Write a note on Immobilisation and dematerialisation (4 marks) 2015- Dec [6A]
8. Write notes on Re-materialization (4 marks) 2017 – June [6A]
9. Write note on Designated Depository Participant (DDP) (4 marks) 2017 – Dec [6A]
10. Write notes on Concurrent Audit and Models of Depository. (4 marks each) 2018 – June [6A]
11. “On line trading of corporate securities has originated the depository services in the capital
markets.” Comment. (4 marks) [CSIG -1] 2008 – June [4] (b)
12. “Depository system is a boon to capital market and investors, both.” Elucidate the statement and
bring out the advantages of the dematerialisation of securities. (5 marks) 2008 – Dec [4] (c)
13. Explain the term 'demat'. State the benefits of demat securities. (3 marks) 2009- June [3] (c)
14. What do you mean by 'dematerialisation of securities'? State its benefits. (5 marks) 2009- Dec [4]
15. Explain Depository participant. (2 marks) 2010- June [3]
16. “Depository system works very much like a banking system.” Comment (3 marks) 2010- Dec [2]
17. “Dematerialisation and immobilisation are distinct activities”. Comment (3 marks) 2011- Dec [4]
18. Explain Dematerialisation. (2 marks) 2012- June [3] (c)
19. Discuss the procedure followed by depository participants regarding issuance and verification of
delivery instruction slip (DIS). (4 marks) 2013- June [5] (a)
20. “Depository system is a boon both to capital market and investors.” Comment (5 marks) 2014- June
[5]
21. Explain the powers of the Central Government to grant immunity under the Depositories Act, 1996.
(6 marks)2014 – June [6] (c)
22. “The depository system functions very much like the banking system.” Comment (4 marks) 2014 –
Dec [6A]
23. Briefly explain the role of a Practicing Company Secretary in concurrent audit of depository
participants. (5 marks) 2015- June [5] (c)
24. Dematerialisation and immobilisation are distinct activities. Comment (4 marks) 2015- June [6]
25. All securities in depositories shall be in fungible form. Comment (4 marks) 2016- June [6] (a)
26. Depository participant provides link between the company and investors. Comment (4 marks)
2016- June [6A]
27. “Depository system provides numerous direct and indirect benefits.” Comment (4 marks) 2017-
June [6]
28. “The legal framework regulating the business of depository system is very wider”. Name the
various Act/ Regulation in this regard.
29. ‘‘Depository is to indemnify loss caused to the beneficial owner due to the negligence of the
depository or the depository participant’’. (4 marks) 2019 June [5] [c]
30. Write notes on the following:
i. Dematerialization
ii. Clearing Corporation (4 marks) 2019 June [6A] [ii] [iii]
(i) Dematerialization
(ii) Fungibility. (4 marks) 2018 Dec [2] [e]
(i) Concurrent Audit

(ii) Models of Depository (4 marks) 2018 June [6A] [i] [ii]
33. In depositories establishment of connectivity with NSDL and CDSL is there. (4 marks) 2018 Dec [5]
[a]
34. Write notes on Eligibility for Depository Services (4 marks) 2018 Dec [6A] [iv]
35. “The holding of securities in dematerialise form is not mandatory”. Explain the relevant provisions
with reference to the Depositories Act. (4 marks) (December 2020)
36. Briefly explain the procedures followed by the Depository Participants with regard to issuance of
Delivery Instruction Slips (DIS) and verification of the same. (4 marks) (June 2021)
37. X, a shareholder of a listed company holding 1,000 equity shares of Rs.100 each on 1st January, 2019
in physical form, wants to transfer to another shareholder Y on 1 st May, 2019. X is also holding
Commercial Paper & Certificate of Deposits of Rs.50000 & Rs.20000 respectively. As a Company
Secretary of the company, write a note on:
(i) Whether X can transfer his shares to Y in physical form.
(ii) Are Commercial Paper & Certificate of Deposits available for dematerialization at Depository?
(December 2021) (4 marks)
38. Ratina Ltd., a listed company has to submit the audit report to the Stock exchange under SEBI
[Depositories and Participants] Regulations, 2018. You being a practicing company secretary narrate
the activities to be covered in the Audit Report. (December 2021) (4 marks)
39. Due to rapid surge of Initial Public Offers in the primary market, the participation of retail investors
in the market has also increased substantially. To tap this opportunity. XYZ Ltd is planning to start
the depository services. Narrate in brief, the eligibility conditions for rendering of depository
services. (4 marks) (December 2022)
40. What do you know about Dematerialization? What is the procedure for Dematerialization? (5
marks) (June 2023)
CHAPTER 6 SECURITIES MARKET INTERMEDIARIES

1. Write a short note on Custodian of securities. (3 marks) 2008- Dec [2] (a)
2. Write a short note on Portfolio manager (3 marks) 2010- Dec [3] (a)
3. Write a short note on Debenture trustee. (3 marks) 2011- Dec [2] (a)
4. Write short note on Minimum underwriting obligation. (3 marks) 2012- Dec [2] (a)
5. Write a note on Debenture trustee. (4 marks) 2014- June [6A]
6. Write notes on Investment adviser (4 marks each) 2015- Dec [6A]
7. Write notes on Obligations of a debenture trustee. (4 marks) 2016- Dec [6A]
8. Distinguish between ‘Merchant banker’ and ‘portfolio manager’. (3 marks) 2010- June [4] (a)
9. What are the duties of debenture trustees under the SEBI (Debenture Trustees) Regulations, 1993? (4
marks) [CSIG – II] 2008 – June [7] (d)
10. “Capital market intermediaries are a vital link between the SEBI and investors in a public issue.”
Comment. (5 marks) 2008 – Dec [3] (b)
11. Explain briefly the responsibilities and obligations of a debenture trustee. (4 marks) 2010- June [5]
12. Explain briefly the role and responsibilities of Registrar and Transfer Agent (RTA) in an IPO. (4
marks) 2011- Dec [3] (b)
13. Explain briefly the code of conduct for merchant bankers prescribed under SEBI Regulations. (5
marks) 2012- June [4] (a)
14. Explain Merchant banker (2 marks each) 2012 - Dec [5] (c)
15. Explain Bankers to the issue (2 marks each) 2012 - Dec [5] (c)
16. What do you understand by ‘registrar to an issue’? State various activities carried out by the registrar
to an issue. (5 marks) 2013- Dec [2] (a)
17. “Investment advisors provide guidance about financial dealings and investments.” Comment on
this statement and state the role of investment advisors in capital market. (5 marks) 2015 – June [2A]
18. Explain briefly the roles and responsibilities of ‘Registrar to an issue’ in an initial public offer (IPO).
“(5 marks) 2015 – Dec [3] (b)
19. “Merchant bankers are the key intermediary between the company and issue of capital.” Comment.
(5 marks) 2016 – June [2A]
20. ‘Custodian of securities’ means any person who carries on or proposes to carry on the business of
providing custodial services. Comment (4 marks) 2016 – June [6] (a)
21. Write short notes internal audit of intermediaries by PCS?
22. What is credit rating agency? What are the role of company secretary?
23. What do you mean by ‘Research Analysts’? Elucidate the net worth requirements, and role and
responsibilities of Research Analyst as per SEBI (Research Analyst) Regulations, 2014. (5 marks) 2019
June [5] [b]
24. Write short notes on Custodian of Securities. (3 marks) 2019 June [6] [a]
25. i. Define the debenture trustee.
ii. Describe responsibilities and obligations of debenture trustees. (2+3 marks) 2019 June [6] [c]
(i) Share Transfer Agent Services (5 marks) 2019 June [6A] [i]
27. Credit Rating Agencies may not be taking cognizance of information for delays in servicing debt
obligations while reviewing of its ratings. What are the material events requiring a review by the
Credit Rating Agencies as per SEBI’s circular? (5 marks) 2018 Dec [6A] [b]
28. Explain the services rendered by Share Transfer Agent. (5 marks) 2018 Dec [6] [a]
29. Write short note on role of Portfolio Manager [3 marks] (December 2019)
30. Write short note on Research Analysis. [3 marks] (December 2019)
31. “Debenture Trustee should exercise due diligence to ensure compliances with the provisions of the
Companies Act, listing agreement of stock exchange and the trust deed.” In the light of the above
statement, enumerate the various responsibilities of Debenture trustee as per SEBI (Debenture
Trustees) Regulations, 1993. (5 marks) (December 2020)
32. Write note on:
a. Bankers to an issue
b. Custodians of Securities (3 marks each) (December 2020)
33. Write short note on Debenture Trustee (3 marks each) (June 2021)
34. What do you mean by discretionary portfolio manager “How portfolio manager plays a pivotal
role in deciding the best investment plan for an individual? (December 2021) (3 marks)
35. Write short note on Internal Audit of Intermediaries (3 marks)
36. The certification granted by the SEBI to an intermediary is subject to certain conditions. Elaborate
the conditions and state the period of validity of certificate. (5 marks) (December 2022)
37. Who is a custodian? State the obligations & responsibilities and net worth requirement for
custodians. (5 marks) (December 2022).
38. Enumerate the general obligations and responsibilities of an Investment Adviser in Indian
Securities Market. (5 marks) (June 2022)
39. What would be the impact on validity of certificate in case of change in status or constitution of an
Intermediary? (5 marks) (June 2022)
40. What do you mean by Capital Market Intermediaries? What are the different kinds and general
obligations of Capital Market Intermediaries? (5 marks) (June 2023)
41. Write short notes on the Appointment of compliance officer by intermediaries. (3 marks) (June 2023)
(i) Portfolio Managers and Custodian
(ii) Registrar and Share Transfer Agents. (4 marks each) 2018 June [6] [iv] [v]
43. The Registrar to an Issue and Share Transfer Agents constitute an important category of
intermediaries in the securities market. List out the ‘pre-issue’ and ‘post-issue’ work undertaken by
them. (5 marks) (December 2020)
CHAPTER 8 ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS

1. Write notes on Self certified syndicate bank and Fast track issues. (4 marks each) 2011- June [8]
2. Write notes on Lock-in period and Subscription list (4 marks each) 2011 – Dec [8]
3. Write notes on Promoters’ contribution and Basis of allotment (4 marks each) 2012- June [8]
4. Write notes on Promoters’ minimum contribution (4 marks) 2012- Dec [8]
5. Write notes on Different methods of raising funds by a company from primary market (4 marks) 2013-
Dec [6A]
6. Write notes on Draft offer document (4 marks) 2013- Dec [6A]
7. Write a note on Differential pricing of securities. (4 marks) 2016- June [6] (b)
8. Write notes on Price and Price Band. (4 marks) 2017- June [6A]
9. Write notes on Nominated Investor (4 marks each) 2017- Dec [6A]
10. Write notes on Institutional Placement Programme (4 marks each) 2017- Dec [6A]
11. Write note on Fast Track Issue (4 marks) 2018 – June [6A]
12. Explain the procedure adopted for approval of ‘basis of allotment’ by the stock exchanges. (5 marks)
2008 - Dec [6] (d)
13. What is meant by the following in a public issue:
(i) Subscription list
(ii) Issue opening date
(iii) Mandatory collection centre (3 marks each) 2008- Dec [7] (b)
14. What do you understand by ‘fast track issues’? Explain in brief the provisions related to fast track
issues. (6 marks) 2008- Dec [8] (a)
15. Write a note on 'due diligence' in the process of public issue of securities. (5 marks) 2009- June [6] (c)
16. “PAN has to be the sole identifier number for all transactions in the securities market”. Comment. (5
marks) 2009- Dec [8]
17. What is the lock-in-period requirement for promoters' contribution? (5 marks) 2009- Dec [8]
18. Define ‘fast track issue’. List out the conditions to make a fast track issue. (4 marks) 2010- June [6] (b)
19. What are the eligibility norms for public issue by an unlisted company? (4 marks) 2010- June [6] (b)
20. What is due diligence in the process of public issue of securities? Explain its scope and significance. (4
marks) 2010- June [7] (a)
21. Can an issuer company offer specified securities at different prices? What are the conditions laid down
under the SEBI investor protection guidelines with regard to differential pricing of securities? (5
marks) 2010- June [8] (c)
22. Briefly explain Pre-issue advertisement. (2 marks) 2011- June [6] (c)
23. Explain briefly “Public issue aims at selling and marketing of shares to public”. (3 marks) 2011- Dec
[6] (a)
24. Discuss the rules for preferential issue of shares by existing listed companies. (5 marks) 2011- Dec [7]
(b)
25. Discuss briefly the following methods of raising funds from the primary capital market:
(i) Public issue
(ii) Rights issue
(iii) Preferential issue
(iv) Private placement
(v) Qualified institutional placement (QIP). (3 marks each) 2012 – June [6] (a)
26. “Pre-marketing is a tool through which syndicate members evaluate the prospects of the issue.”
Explain
27. “SEBI has provided alternative eligibility norms for the public issues of securities.” Explain (4 marks
each) 2012- Dec [6]
28. “Preferential issue is not for retail investors.” Explain (4 marks each) 2012- Dec [6]
29. “Market making is compulsory for public issues.” Explain (4 marks each) 2012- Dec [6]
30. “An issuer can offer specified securities at different prices. Explain” (4 marks each) 2012- Dec [6]
31. Discuss briefly the SEBI regulations for preferential issue of shares by listed companies. (5 marks) 2012
- Dec [7] (a)
32. What are the eligibility conditions for making a fast track issue (FTI)? (5 marks) 2013- June [7] (b)
33. Explain the following terms associated with public offering of equity shares. Attempt any five:
(i) Subscription list
(ii) Issue opening date
(iii) Differential pricing
(iv) Lock-in-period
(v) Price band
(vi) Red-herring prospectus. (4 marks each) 2013- June [8]
34. A company cannot offer shares at different prices to different sets of people in a particular public issue.
Comment (4 marks each) 2013- Dec [5]
35. Explain the mechanism of offer for sale (OFS) through secondary market settlement. (4 marks) 2014-
Dec [5] (b)
36. What do you mean by ‘reservation on competitive basis’? Who are the persons eligible in case of issue
made through book building process? (5 marks) 2015- June [5] (b)
37. Whether fast track issue can be proceeded just like an IPO or, are there any other conditions to fast
track issue? Explain. (8 marks) 2015 – Dec [5] (c)
38. A company cannot offer its shares at different prices to different sets of people in a particular public
issue. Comment (5 marks) 2015- Dec [6]
39. Indian companies unlisted in India can go for listing in a foreign stock exchange. Comment (2 marks)
2016- Dec [5] (a)
40. Can a company issue shares at differential price in a public issue? If yes, to whom and under what
circumstances the shares can be issued at differential price? (4 marks) 2016- Dec [5] (c)
41. Define Fast track issue (3 marks) 2016 – Dec [6] (c)
42. “A company can raise funds from the primary market through different methods, different types of
issues and by means of offer document and red herring prospectus”. Enumerate. (6 marks) 2018 – June
[5]
43. Promoter’s contribution to be brought in before public issue opens. (4 marks) 2018 Dec [5] [c]
44. “A company can raise funds from the primary market through different methods, different types of
issues and by means of offer document and red herring prospectus”. Enumerate. (6 marks) 2018 June
[5] [b]
45. Write note on Fast Track Issue (4 marks) 2018 June [6A] [iii]
46. Girdhar (Retail Individual Investor) had applied for Initial Public Offer of Six Sigma Ltd. through
Applications Supported by Block Amount (ASBA) process. The Self Certified Syndicate Banks (SCSBs)
failed to make bids in the Stock Exchange system even after the amount has been blocked. The issue
was oversubscribed. Based on the SEBI guidelines/circulars, answer the following:
(i) What are the factors that have been taken into account by SEBI for finalization of uniform policy
for calculation of the minimum fair compensation?
(ii) Calculate the minimum fair compensation payable to Girdhar based on the following information:
Listing Price: Rs.350, Issue Price: Rs.300, Minimum Bid lot-20 shares, probability of allotment of
shares on the basis of allotment (ratio 7: 8). (4 marks) 2018 Dec [2] [b]
47. Define “Dissenting shareholders”. What are the conditions for applicability of Exit offers by dissenting
shareholders according to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009? (4
marks) 2018 Dec [2A] [iii]
48. Technopoly Ltd., an unlisted public company, having a paid up equity share capital of Rs.3.00 crore
consisting of 30,00,000 equity shares of Rs.10 each fully paid up, proposes to reduce the denomination
of equity shares to less than Rs.10 per share and make the initial public offer of equity shares at a
premium. Whether it is possible for the company to issue shares at a denomination of less than Rs.10?
Based on the above facts, you are required to state the minimum issue price, with reference to the
provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. (5 marks) 2018
Dec [3] [a]
49. Startups companies have now come up with an Initial Public offer with relaxation of many conditions
applicable for Initial Public Offer. In this context, briefly, explain about the “Institutional Trading
Platform (ITP)” and eligibility for listing. (5 marks) 2018 Dec [3] [c]
50. ‘‘Fixed price process is different from book building process as regards to issue of securities’’. (4 marks)
2019 June [5] [e]
51. M/s Highspeed Ltd. manufacturing a car component for leading car manufacturer. Its public issue of
Rs.500 crores were fully subscribed. The public issue money ought to be utilized for setup an assembly-
line for the existing business. Out of Rs.500 crores, the company spent Rs.400 crores for assembly-line.
The management consultant, hired for Business Process re-engineering has suggested to invest balance
amount to setup bike components manufacturing unit. You, being company secretary of the company,
advise on the opinion of management consultant by referring provisions of SEBI Guidelines. (4 marks)
2019 June [2A] [i]
52. The financial data of Natural Energy Limited as on 31st March, 2018 are as under:
(i) Authorised Share Capital: Rs.700 crores
(ii) Paid-up Capital: Rs.300 crores
(iii) Free Reserves: Rs.800 crore
The company has pending convertible debenture of Rs.150 crores, due for conversion in financial year
2018-19. The company proposes to issue bonus shares in the ratio of 1:1 after conversion of debenture.
You being a company secretary, advise on the procedure to be followed by referring SEBI regulations.
(7 marks) 2019 June [4] [b]
53. After the Initial Public Offer, the equity capital of promoters group holding in a listed company
is Rs.140 crores. The post issue equity capital of the company is Rs.600 crores. The promoter
group holding includes [acquired during previous year]
i. Rs.20 crore equity capital allotted in consideration of transfer of Technical know-how by the
promoters.
ii. Rs.10 crore equity capital pledged with bank.
Whether the promoters group is satisfying minimum promoters contribution requirement as per
SEBI regulation? Explain. [5 marks] (December 2019)
54. A company is planning for Initial Public Offer of its equity shares. It has decided differential pricing
for retail individual investors [RII] and QIBs and Non-Institutional Investors [NIIs]. The proposed price
for RII is Rs.250 and for QIB and NII is Rs.300. Examine the validity of proposal of the company in light
of SEBI regulations. What will be your answer if company is proposing Rs.280 to anchor investors in
book building issue? Explain. [4 marks] (December 2019)
55. Hope Ltd. makes an issue worth Rs.125 crores to the public, out of which Rs.20 crores was for sale to
existing shareholders. Explain the provisions regarding the utilisation of proceeds and state whether
any exception is available. (5 marks) (December 2020)
56. Govind Ltd. proposes to issue 20 lakh share warrants to its promotors. The share warrant gives an
option to buy shares at a predetermined price. The price trend of the Company’s share in the stock
market is given below:
 Closing price on the relevant date: Rs.250.
 The average weekly high and low of the closing price during the 26 weeks preceding to the
relevant date: Rs.275.
 The average weekly high and low of the closing price during the 2 weeks preceding to the
relevant date: Rs.280.
You are required to:
(a) Identify the minimum price at which share warrants should be issued; and
(b) Calculate the amount payable by the promoters at the time of allotment of the warrants. (4 marks)
(December 2020)
57. Raman Ltd. issued 50 Lakh equity shares at a price of Rs.200 per share. The company provided
Green Shoe Option for stabilizing the post listing price of the shares. The issue was oversubscribed
and it was decided that stabilizing agent would borrow maximum number of shares permitted by
SEBI (ICDR) regulations. Due to rise in price during Green Shoe Option period, only 5 Lakh shares
could be bought back at the price of Rs.180. You are required to:
(i) Calculate the number of shares that the stabilizing agent needs to borrow in this case at the time of
allotment and explain the same with relevant provisions.
(ii) Explain the responsibility of Issuer Company in the above case with respect to shortfall while
exercising Green Shoe Option.
(iii) Calculate the amount if any, to be transferred to Investor Protection and Education Fund. (5 marks)
(December 2020)
58. The Companies Act, 2013 has authorised equity share capital with differential rights as to dividend,
voting or otherwise read with rules under Companies (Share Capital and Debentures) Rules, 2014.
Briefly explain the conditions for issue of shares with differential voting rights under the Act. (5 marks)
(December 2020)
59. RP Ltd. is planning to issue an IPO in 2019 for which a draft offer document is proposed to be filed in
September, 2019. The following data is available regarding the company:
(Rs. in crore)
2 2015-16 2016-17 2017-18
Net Tangible Assets 5.00 8.00 7.00
Monetary Assets 1.00 3.00 3.00
Net Worth 3.00 4.00 5.00
(i) Advice the company whether they can proceed with the IPO.
(ii) Will your answer be different if value of monetary assets is Rs.4 crores in 2016-17?
How will you deal with the situation, if company has monetary assets of Rs.5 crores in the year
2017-18? (5 marks) (December 2020)
60. Actnow Edge Limited, an unlisted company, is in the process of expanding its business. For expansion,
it needs funds of Rs.200 crores. For raising Rs.200 crores, company has decided to bring an initial
public offer through book building mechanism. It has fixed a price band of Rs.500 – Rs.600. Referring
to provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, advise the
company on the following matters:
(i) What should be minimum application value and minimum number of equity shares in one
application?
(ii) What will be minimum sum payable on application?
(iii) What should be minimum time period for which issue should remain open for subscription? (5
marks) (June 2021)
61. Karuna Ltd. made an Initial Public Offer (IPO) of equity shares in March, 2020 and was granted listing
on stock exchange. Soon, thereafter, the promoters of the company started contemplating a change in
the objects clause mentioned in the offer document. To give effect to the same, the company convened
an extra-ordinary general meeting of shareholders in April 2020. Though the requisite resolution was
passed by the company, there were, nevertheless, the dissenting shareholders too. The promoters
decided to provide an exit opportunity to the dissenting shareholders. In the light of the above, answer
the following:
(i) Who are the dissenting shareholders?
(ii) What is the eligibility of shareholders for availing the exit offer?
(iii) Enumerate the conditions required to be complied with to give effect to this recourse which was
availed by the promoters.
(iv) How the exit offer price will be determined? (7 marks) (June 2021)
62. Good Luck Finance Ltd., a listed company issued 20 lakh equity shares of Rs.180 each. The Company
provided Green Shoe Option and Nishan was nominated as Stabilising Agent. On the date of listing,
Corona Virus threat spread across the globe. Consequently, post listing, the share price of the company
fell to Rs.150. From the above:
(i) Compute the quantum of shares that can be bought by Nishan.
(ii) State the provisions for balance of shares lying in the special account for Green Shoe Option. (5
marks) (June 2021)
63. ABC Company Ltd had issued 2000 equity shares of Rs.80 each with attachable warrant on 20th June,
2018. The warrant can be exchanged in equity in the proportion of 1:1. S, a shareholder who was
allotted 200 equity shares with attachable warrant on 20th June, 2018 wants to know the warrant
premium if the market value of warrant is Rs.18 and exercise price is Rs.70.
(i) Calculate the warrant premium for S.
(ii) What are the conditions of eligibility of ABC Company Ltd. to issue Warrant?
(iii) When ABC Company can forfeit the warrant? (December 2021)
64. What are the amended allocation criterion in the non-institutional investors category, if an issue is
made through book-building process? (4 marks) (December 2022)
65. Is there any mechanism for monitoring of use of proceeds raised through public issue? Explain briefly.
66. A Company is planning for Initial Public Offer of its equity shares. It has decided differential pricing
for retail individual investors vis-a-vis QIBs. The proposed price for retail individual investors is 250
and for QIBs is 300. Examine the validity of proposal of the company under SEBI Regulations. What
will be your answer, if the company proposes 280 to anchor investors in book building issue? (5 marks)
(June 2022)
67. The shares issued after the Initial Public Offering (IPO) of an unlisted company, out of options or SAR
granted under any scheme prior to its IPO to its employees shall be listed immediately on exercise
upon the options in all the recognised stock exchanges. However, the shares of the Company are
already listed subject to compliance with the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. You are required to explain the compliances and conditions for the same. (4 marks)
(June 2022)
68. Write notes on Anchor investor (4 marks) 2010- Dec [8]
69. Write a short note on Venture capital funds (2 marks) 2011- June [3] (a)
70. Write notes on ASBA (4 marks) 2011 – Dec [8]
71. Write notes on Green shoe option (3 marks) 2013 – June [6]
72. Write notes on Alternative investment fund. (4 marks) 2013 – June [6]
73. Write notes on Anchor investor (4 marks) 2014 – June [6A]
74. Write notes on Green Shoe Option (4 marks) 2017- June [6A]
75. Distinguish between ‘European option’ and ‘American option’. (4 marks) [CSIG – II] 2008- June [3] (a)
76. Explain the procedure of bidding in book building issue. (5 marks) 2009- June [7]
77. What is ‘book building’? What is the difference between ‘fixed price process’ and ‘book building
process’? (5 marks) 2010- June [8] (d)
78. Explain briefly the following terms related to securities market:
(i) Private placement
(ii) Market making.
79. What is ‘applications supported by blocked amount’ (ASBA)? Briefly explain ASBA process. (5 marks)
2010 – Dec [6] (a)
80. Briefly explain the following terms related to public issue:
(i) Anchor investor
(ii) Green shoe option
(iii) Book building. (2 marks each) 2011- June [6] (c)
81. “Venture capital funds invest in all types of securities”. Comment (3 marks) 2011 – Dec [4]
82. “FCCB and ECB are different modes for raising foreign capital”. Explain (3 marks) 2011 – Dec [6]
83. Explain briefly the SEBI Regulations for book building. (5 marks) 2011 – Dec [7] (d)
84. Explain the concept of ASBA in an IPO. (5 marks) 2012- June [7] (a)
85. “Depository receipt is a negotiable instrument." Explain (4 marks) 2012- Dec [6]
86. Discuss briefly the various categories of alternative investment fund (AIF). (5 marks) 2013- Dec
87. Book-building process of determining price of a public issue is preferred in case of initial public offer
(IPO) while fixed price process is used for further public offer (FPO). Comment (4 marks each) 2013-
Dec [5]
88. Explain Investible fund. (3 marks) 2014- Dec [4] (b)
89. Explain Venture capital funds invest in all types of securities. (3 marks) 2015- Dec [2]
90. What do you understand by alternative investment fund? How they are different from mutual funds?
(3 marks) 2015- Dec [2A]
91. Explain Indian depository receipts (3 marks) 2015- Dec [4] (b)
92. Book-building process of determining price of a public issue is preferred in case of initial public offer
(IPO) while fixed price process is used for further public offer (FPO). Comment (5 marks) 2015- Dec
[6]
93. Define Green shoe option. (3 marks) 2016- Dec [6] (c)
94. What do you understand by “Application Supported by Blocked Amount (ASBA)”? How does it work
in Initial Public Offer (IPO)? Describe. (5 marks) 2018- June [2 A]
95. “The book building process is very transparent. All investors including small investors can see on an
hourly basis where the book is being built before applying”. Explain the offer to public through Book
Building Process. (6 marks) 2018- June [5]
96. XYZ Ltd. is proposing to make a public issue of 400 crore equity shares through the book building
mechanism where 50% of the issue size is required to be allotted to Qualified Institutional Buyers.
Determine the following:
a. The quantum available for allocation to anchor investors.
b.The quantum reserved for domestic mutual funds in the anchor investor portion, if any.
c. The amount, if any, required to be brought in by the anchor investors given:
i. The price at which allocation is made to anchor investors is Rs.855 per share, and
ii. The price fixed as a result of book building is Rs.858 per share. (5 marks) 2017- Dec [1]
97. Write short note on Angel Fund.
98. Write shot on Pension Fund.
99. The Nifty Index was trading at 11025 on 1st February, 2019 on NSE. The put option of 10800 with
expiry date of 28th February, 2019 was available at Rs.50 per lot and the call option of 11300 with same
expiry date was available at Rs.30 per lot. The size of one lot of Nifty is 75.
Ganesh who is regular trader in stock market purchased 2 lots of put options of 10800 and one lot
of call option of 11300. On 22nd February, 2019, the Nifty Index was trading at 10850. Ganesh decided
to square off all these transactions. At the time of squaring off, the call option of 10800 could be sold
at Rs.80 and put option could be sold at Rs.5.
Calculate the Net gain/loss from this transaction considering the transaction charges including
brokerage is fixed at Rs.100 per lot (buy or sale). (5 marks) (December 2020)
100. Turnkey Ltd. is a listed company, manufacturing auto ancillary components. One of the director of
the company is a fugitive offender. The company wants to bring Further Public Offer [FPO]. You
being the company secretary of the company, advise whether the company can issue FPO. State the
general conditions and the eligibility requirements for FPO under SEBI Regulations. (December 2021)
(5 marks)
101. Venture Capital is one of the innovative financing resources for an enterprise. Explain briefly and
indicate the areas of investment of Venture Capital. (December 2021) (4 marks)
102. Whether these entities are eligible or not to make initial public offer? Answer with reasons in
accordance with the SEBI [Issue of Capital and Disclosure Requirements] Regulations, 2018.
(i) The promoters’ group was earlier debarred from accessing the capital market by the SEBI and the
period of debarment is already over on the date of filing of the DRHP with the SEBI
(ii) Recently, one of the promoter is declared as willful fugitive offender.
(iii) The issuer has changed the name in the last one year and earned 40% of the revenue for the
preceding one full year from the activity in the new name.
(iv) The issuer has a net worth of one crore and fifty lakh rupees in each of the preceding three years,
calculated on a restated and consolidated basis.
(v) The issuer has an average operating profit of Rs.10 crores during the three preceding years, with
operating profit in each of the preceding three years. (5 marks) (June 2023)
103. What is Unified Payments Interface [UPI]? How is public issue application using UPI different from
public issue application using ASBA submitted with intermediaries? Explain. (December 2019)
104. How can UPI as a payment option be used in the public issue? (5 marks) (June 2022)
105. What is FED policy? How does a change in US Fed rate can impact India? (5 marks) (June 2022)
106. The facility of Application Supported by Blocked Amount (ASBA) introduced to protect the interest
of investors for faster refund. SEBI has provided additional channels for making subscription and/or
call money in respect of partly paid specified securities. Explain (4 marks) (June 2022)
CHAPTER 9 SHARE BASED EMPLOYEE BENEFITS & SWEAT EQUITY

1. Write notes on Employees’ Stock Purchase Scheme. (4 marks) 2010 – Dec [8]
2. Write notes on Employee stock option (4 marks) 2011 – June [8]
3. Write notes on Employee stock purchase scheme (ESPS). (4 marks) 2012 – Dec [8]
4. Write notes on Employee stock option (3 marks) 2013- June [6]
5. Write a note on Employee Stock Option Scheme (ESOS) (4 marks) 2015- Dec [6A]
6. Write a note on Employee stock options (4 marks) 2016 – June [6A]
7. Write a short notion administration and implementation of ESPS.
8. Write a short note on administration and implementation of ESPS.
9. Your Board of directors is contemplating to take-up the agenda to issue ESOS in next meeting. Being
a Company Secretary, advise your Board of directors about brief procedure for issuing of securities
under SEBI Employees Stock Option Scheme (ESOS) by a listed Company. (5 marks) 2019 June [1] [c]
10. Write note on Employee Stock Purchase Scheme. (4 marks) 2019 June [6A] [v]
11. Explain the Stock Appreciation Rights Scheme (SARS). (5 marks) 2018 Dec [1] [c]
12. Answer the following with reference to the Companies (Share Capital and Debentures) Rules, 2014, as
to whether these are the eligible employees under Employee Stock Option? (Yes/No with reasons)
(i) Ankit is a permanent employee deputed in USA for a specific project.
(ii) Smart Ltd. is an independent company.
(iii) Anil is a promoter and employee.
(iv) Aneesh is a director holding 11% of outstanding equity shares of the company.
13. If it is a startup company, will the situation be the same in (iii) & (iv) above? (5 marks) 2018 Dec [1] [d]
14. A company has implemented Employee Stock Option Scheme to retain the best talent in the company.
After one year of implementation of the scheme, the company desires to increase the vesting period
from 2 years to 3 years. Is it possible for the company to vary the terms and condition of the option
after implementation of the scheme under SEBI regulations.[5 marks] (December 2019)
15. Tango Trading Ltd. is a public company which has its equity shares listed on NSE. The Company
wants to implement Employee Stock Option Plan (ESOP) for its employees. ESOP Plan will be
operated through a trust in accordance with the SEBI (Share Based Employee Benefits) Regulations,
2014. The company is willing to issue shares under ESOP scheme to one of its whole time director,
Irfan. Irfan holds 12% of the outstanding equity shares of the company. In view of the above facts,
answer the following questions:
(i) Can the company issue shares to its director, Irfan under ESOP scheme?
(ii) Prepare a brief note on the process of implementation of ESOP scheme through Trust route. (4 marks)
(December 2020)
16. Differentiate between ‘‘Direct Route for ESOP’’ and ‘‘Trust Route for ESOP’’. (4 marks) (June 2021)
17. “SEBI Share Based Employee Benefits Regulations shall apply to any company, whether listed or not
on any recognized stock exchanges in India and has a scheme”. Comment on the statement. Discuss
the scheme or purpose of the regulation. (December 2021)
18. Explain the provisions of pricing, vesting period and consequence of failure to exercise Employee
Stock Option Scheme [ESOS] (December 2021) (5 marks)
19. The Board of directors of Vijay Ltd., a listed entity proposes to issue sweat equity shares to Ganesh, an
employee belonging to the promoter’s group. Ganesh also participated in the shareholders’ resolution
for allotment of sweat equity shares. By referring the relevant SEBI Regulations, answer the following:
(i) Can Ganesh participate in the resolution [Give reason]?
(ii) Briefly explain the provisions for issuing of sweat equity shares under SEBI [Share Based Employee
Benefits and Sweat Equity] Regulations, 2021.
(ii) When these regulations are exempted from enforcement in special cases? (5 marks) (December
2022)
20. Answer with reference to SEBI Regulations:
i) ABC Ltd. A leading software development company is having outstanding paid-up equity share
capital of Rs.20 crores as on 31st March, 2021. On 20th April, 2021, it has issued sweat equity shares
of Rs.2 crores to the eligible employees. To control the high attrition rate, it is planning to allot
further sweat equity shares of Rs.2 crores during the year. Is it permissible under the law?
ii) Can a company allot sweat equity shares to an employee working outside India, who has been
deputed outside India for last three years?
iii) Himanshu, a non-executive director, approached the company for allotment of sweat equity shares.
Whether he is eligible?
iv) Whether the company is free to fix the price of sweat equity shares? (7 marks) (December 2022)
21. MineGame Ltd., a gaming platform of a listed company comprises various subsidiaries, joint venture
companies, associates and other related party entities forming an internal part of MineGame Group.
In order to retain talented human resources and to recognise the efforts of employees of these entities
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 as to whether the scheme falls
under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (5 marks) (June
2022)
22. Due to growing numbers of startups in India, one of the leading listed startup has apprehension that
the experienced employees may leave the company to get higher pay package. The CEO desires to
issue Sweat Equity Shares to the employees to retain them. You being a Company Secretary advise the
management about pricing of the shares under SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. (4 marks) (June 2022)
23. Write notes on Sweat equity shares (5 marks) 2014 – June [4]
24. An Indian company is planning to issue sweat equity shares of a class of shares already issued. Explain
the meaning of sweat equity and advise the company regarding the conditions to be fulfilled to issue
sweat equity. (6 marks) 2014- Dec [2A]
25. Explain Sweat Equity Shares (3 marks) 2017 – Dec [2]
26. Short notes on pricing of Sweat Equity Shares as per SEBI (Issue of Sweat Equity) Regulations, 2002?
27. Explain the following concept by referring of SEBI (Issue of Sweat Equity) Regulations, 2002
(i) Valuation of intellectual property;
(ii) Accounting treatment of sweat equity shares.
28. A listed NBFC has been granted licence to run as small finance bank by the Reserve Bank of India
under recently announced policy to improve the financial inclusion of the country. During the last
three years, the attrition rate for top level management employees was not too high. As, RBI has
granted licences to many small banks, therefore, the promoters of the Bank feels that attrition rate
will be high in coming period. The Board of directors wishes to allot Sweat Equity shares to
employees. You, being compliance officer of the Bank, advise the Board about pricing of the Sweat
Equity shares. (5 marks) 2019 June [3] [a]
29. Z Ltd. has issued Sweat Equity Shares for a non-cash consideration. What are the possible accounting
treatments in the books of Z Ltd? (4 marks) 2019 June [2A] [v]
Portable Marketing Ltd., a listed company on stock exchange, preceding Rs.540
having paid up capital Rs.500 crores consisting of 50 crore equity 31stJanuary,
share of Rs.10 each. The Board of directors of company has 2020
recommended issuing of sweat equity shares to its preceding Rs.550
promoters/director and employees as a part of their recognition 26th
for valuable contribution to the growth of company. The board February,
meeting was held on 1st March, 2020 and extra-ordinary general 2020
meeting was held on 27th March, 2020 for approving the issue of
sweat equity shares. The details of closing market price available
on stock exchange are given below: The average of the weekly
high and low of closing prices of equity shares of the company
during six months
The average of the weekly high and low of the closing prices of preceding Rs.580
equity shares of the company during the two weeks the 31st
January,
2020
preceding Rs.575
26th
February,
2020
The closing price of equity share of the company on 27th March, Rs.578
2020
Referring to the provisions of Companies Act, 2013 and SEBI Regulations, answer the following:
(i) What are the conditions to be fulfilled for issue of sweat equity shares?
(ii) Can sweat equity shares be issued to promoters? If yes, what are the conditions to be fulfilled?
(iii) What is the relevant date in above case?
(iv) What should be the minimum price at which sweat equity shares should be issued? (8 marks)
(June 2021)
30. “The accounting treatment of an issue of sweat equity shares is different than the public offer of
shares.” Elucidate briefly. Is there any requirement of Auditor’s certificate after issue of sweat equity
shares? When such shares are treated as part of managerial remuneration? (December 2021) (4 marks)
31. Prikshit is appointed as an independent director on the Board of PQR Ltd. The Company has issued
ESOPs to Prikshit deeming him to be its employee. Answer the following:
(a) Whether Prikshit is entitled to receive the ESOPs [give reason]?
(b) What would be your answer, if Prikshit is a non-executive director belongs to the promoters group
and holds 12% outstanding equity shares of the company? (4 marks) (June 2023)
CHAPTER 11 LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS

1. Write notes on Compliance officer (3 marks) 2013- June [6]
2. Write notes on Corporate governance compliance certificate and Whistle blower policy. (4 marks each)
2015- June [6A]
3. Write a note on Whistle-blower policy. (4 marks) 2016- June [6A]
4. List out any four regulations of SEBI (LODR) Regulations, 2015. (5 marks) 2008- Dec [4] (b)
5. “Corporate Governance is the application of best management practices.” Comment. (4 marks) 2009-
June [4] (c)
6. Explain Corporate governance (3 marks) 2009- Dec [3] (a)
7. Discuss briefly the composition meetings, role & responsibilities of an audit committee under
Regulation 18 of SEBI (LODR) Regulations, 2015. (7 marks) 2010- Dec [5] (c)
8. You are Company Secretary of All Season Travels Ltd., which being listed on the stock exchange after
an IPO is made by the company. Your Board of directors desires to understand about the compliance
requirements under Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015. Write a Board note on Regulation 33. (7 marks) 2011- Dec [3] (c)
9. State any six important Regulations of SEBI (LODR) Regulations 2015. (6 marks) 2012- June [5] (b)
10. Discuss briefly the composition of ‘audit committee’ in terms of SEBI (LODR) Regulations, 2015 and
enumerate its role and responsibilities. (9 marks) 2013- June [3] (a)
11. Explain PCS (Practicing Company Secretary) certification for SME platform. (3 marks) 2015- June [2]
12. Corporate governance is looked upon as a distinctive brand and benchmark in the profile of corporate
excellence. Comment (4 marks) 2016- June [6A]
13. What are the policies required to be framed under SEBI (LODR) Regulations 2015? (4 marks) 2017-
June [5]
14. “Listing of securities with stock exchanges is a matter of great importance for companies and
investors.” Comment (4 marks) 2017- June [6]
15. Nikhil Ltd., a listed company is confused about the composition of Board of Directors, seeks your
advice regarding the composition of Board of Directors as per Regulation 17(i) of the SEBI (LODR)
Regulation, 2015. As a Company Secretary of Nikhil Ltd., offer your suggestions by highlighting the
regulation. (6 marks) 2015 – Dec [5] (b)
16. What are the compliance requirements under the SEBI (LODR) Regulations,2015, relating to “Related
Party Transactions”?
17. What are the requirement for “In-Principal Approval” of recognised stock exchange as per SEBI
(LODR) regulations, 2015?
18. A listed company can apply to stock exchange for re-classification of the Promoter’s holdings as public
shareholders under SEBI regulations. Whether following promoters can apply for re-classification
with reference to SEBI regulations?
(a) Promoter is declared as wilful defaulter as per RBI guidelines.
(b) Promoter is holding 12% of total voting rights in the listed entity.
(c) Promoter is acting as CEO of the listed entity.
(d) The promoter company has outstanding listing fees only for one year. (4 marks) 2019 June [2] [a]
19. You are the Company Secretary of Sunglow Ltd., which being listed on the Stock Exchange after an
IPO is made by the company. The Managing Director desires to know about quarterly compliance
requirements under listing agreement. Prepare a list of quarterly compliances as per the listing
regulations. (4 marks) 2018 Dec [2A] [4]
20. MCS Ltd. is a listed company with Bombay Stock Exchange Ltd. The Company enters into related
party transactions frequently with MAP Ltd. in which one of director of MCS Ltd. holds 3% paid up
capital of MAP Ltd. MCS Ltd. feels that getting the approval of Audit Committee for each transaction
is time-consuming and delaying the operational plan. You, being a Company Secretary of MCS Ltd.,
advise the management with reference to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for approval of the related party transactions from the Audit Committee for next
one year. Will your answer be different if MAP Ltd. is wholly owned subsidiary of MCS Ltd.? (5 marks)
2018 Dec [3] [b]
21. For ensuring independence in the spirit of Independent Directors and their active participation in
functioning of the company, SEBI has accepted many recommendations of Committee setup under the
Chairmanship of Shri Uday Kotak and made amendments in the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Explain any four amended provisions related to
Independent Directors. (4 marks) 2018 Dec [2] [c]
22. Neo Engineering Ltd. is in the list of top 1000 listed entity on the basis of market capitalization. Based
on the changes made in SEBI LODR, what would be the composition of the Board as on 1st April, 2019
and 1st April, 2020? Explain. [5 marks] (December 2019)
23. An IPO is made by Rakesh Steel Ltd., which is a listed company on the stock exchange. The Managing
Director of the company directs the Company Secretary to prepare details of half yearly compliance
requirements as per the listing agreement. Explain the same. [4 marks] (December 2019)
24. Diamond Company Ltd. entered into listing agreement on 21st May, 2018 as per SEBI (LODR)
Regulations, 2015 with Bombay Stock Exchange (BSE). The Company is planning to conduct a Board
Meeting of its Directors on 28th June, 2018 for consideration of its Annual Financial Results. Whether
the company needs to give prior intimation to the BSE? Explain the matters for which prior intimation
of the Board Meeting shall be given to the BSE under SEBI Regulations. (4 marks) (December 2020)
25. GK Ltd. is a listed company having paid up equity share of Rs.8 crores, preference share capital of Rs.5
crores and net worth of Rs.15 crores as on 31st March, 2019. The management intends to implement a
“Code of Conduct” for Board of directors and senior management under SEBI (LODR) Regulations,
2015. You are required to prepare a draft agenda for the Board meeting on the applicability of above
provisions. Also advise on the situation, if equity share capital increase to Rs.15 crores, preference
share capital to Rs.8 crores and net worth to Rs.35 crores. (5 marks) (December 2020)
26. ‘‘Audit committee may grant omnibus approval for related party transactions.’’ Elucidate the
statement. (5 marks) (June 2021)
27. You are the Company Secretary of Fortune India Limited, a listed company on the leading Stock
Exchange. Your Managing Directors desires a list of yearly compliances under the listing regulations.
Briefly list-out the yearly compliances. (5 marks) (June 2021)
28. Suzan Limited is in top 1000 listed companies. Referring to provisions of SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015, the Board of directors seeks your advice as a company
secretary regarding the following two matters:
(i) Quorum in Board meeting
(ii) Maximum number of directorship in a listed entity by a director. (4 marks) (June 2021)
29. SEBI (LODR) Regulations, 2015 as amended imposes an obligation on every listed company to
constitute Nomination & Remuneration Committee and Risk Management Committee. Briefly explain
the constitution and role of these committees. (4 marks) (June 2021)
30. What are the recognitions given to Company Secretary in Practice for providing various
certifications/reports as required under SEBI (LODR) Regulations? Explain briefly. (4 marks) (June
2021)
31. Home Technology Ltd. has recently listed on the leading stock exchanges. Advise the company on
the compliance of corporate governance regulation for holding of maximum number of directorship
by a director of the company. If the company is having paid up capital and reserve & surplus Rs.8
crore & Rs.12 crores respectively, are there any exceptions in the compliances with the corporate
governance under the SEBI Regulations? (4 marks) (December 2021)
32. X is a Managing Director of ABC Ltd. And awarded title of best CEO of the country. Four leading
listed companies invited him to join their Board as an Independent Director for sharing his knowledge.
Can X join as an Independent Director on the offer made by four listed entities? Give your answer
with reason. After superannuation, X is planning to join as an Independent Director of ten listed
companies. Do you agree with the planning of X? (4 marks) (December 2021)
33. Pritam Ltd is in the list of top 100 listed companies; of which financial year closes on 31st March,
2022. The company had its Annual General Meeting on September 10, 2022 and provided e-voting
facility to its shareholders.
(i) Whether the action of the Pritam Ltd is tenable?
(ii) What is the requirement of proceedings of Annual General Meeting?
(iii) Can Pritam Ltd provide the remote e-voting facility to its shareholders as per the Act?
(iv) What is the time period for submitting the required details to stock exchange?
34. Dr Grace, aged 78 years, was appointed as non-executive director of PQR Ltd. [listed company] by
passing an ordinary resolution. Examine the validity of appointment of Dr Grace as a director of
PQR Ltd. (5 marks) (December 2022)
35. Nikunj, an IT professional from reputed engineering college, was appointed as an Independent
director of a listed company. Due to some health issues, he resigned from the company eight months
back. Now, the company desires to appoint him as an executive director on the Board. Examine the
validity of the proposed appointment. (4 marks) (December 2022)
36. A listed company has appointed Mihir as a director on the Board. The general meeting of the company
has already been held prior to his appointment. What approval is required to regularize the
appointment? What will be your answer, if the earlier appointment of Mihir as director on the Board
was rejected by the shareholders? (4 marks) (December 2022)
37. Joshi Ltd is a listed entity entered into a transaction with related party, namely Hosh Ltd for an amount
of Rs.59 crores and simultaneously made a payment of Rs.10 crores for brand use. The turnover of
Joshi Ltd is Rs.480 crores on standalone basis and after considering consolidation of subsidiary &
associate is Rs.610 crores. You, being a company secretary of the company, advise on the following:
i) Whether the transaction is a related party transaction or not?
ii) Whether the payment made for brand uses is a related party transaction or not?
iii) When transactions with related party are material in above both the cases?
iv) What is omnibus approval of audit committee for all related party transactions? (8 marks)
(December 2022)
38. Saatvik is a Managing Director in a listed company as well as an Independent director in other three
listed companies. One of the leading listed e-Commerce company offered him independent
directorship on its Board. Whether he can accept the directorship with specific reference to SEBI
Regulations. Explain with reasons. (5 marks) (June 2022)
39. Kiyan International Ltd., is a listed entity on the leading stock exchange platform. It had appointed
one Executive Promoter Director in 2019 on a monthly salary only. The company now proposes to
appoint another Executive Promoter Director on the Board at the same monthly salary. The aggregate
annual remuneration to such directors exceed five per cent of the net profit of the company.
(i) Examine with respect to the SEBI Regulations, the relevant approval required for paying this
remuneration.
(ii) Whether it will make any difference, if the company pays fees/compensation instead of fixed
monthly salary? (5 marks) (June 2022)
40. E-voting by the shareholders in respect of all shareholders' resolutions is at a negligible level. SEBI
has made certain changes in its regulations to make it more effective. Explain the initiatives taken by
the SEBL (4 marks) (June 2022)
41. With reference to the SEBI Regulations, explain with reasons, the eligibility for appointment of an
Independent director in a listed company.
(a) Aarav has given his office premises on lease to the company,
(b) Ehsaan is a component supplier
(c) Manav is 20 years old.
(d) Elika holds 1% of the total voting power. (4 marks) (June 2022)
42. Amar, one of the Independent directors of Ignite Colour Lad, a listed company, intends to hold a
meeting of Independent directors without inviting the Managing Director of the company. Is the
action of the Independent director valid? Give reasons. (4 marks) (June 2022)
43. RJS Ltd.is in the list of top 500 listed entities. P is a non-executive chairman of the company. Q. R &
T are the promoters of the company. P is related to the one of the promoter T. A is the only woman
director [executive director] in the Board. Further, the company is planning to appoint C [aged 70
years] as a non-executive director. Answer the following with reference to the SEBI [LODR]
Regulations, 2015:
(i) Whether the company still requires to appoint another woman director?
(ii) What is your view for the requirement of independent directors of RJS Ltd?
(iii) Who shall approve the related party transactions in the Audit Committee meeting of a listed
company?
(iv) Whether the appointment of C is valid? (4 marks) (June 2023)
44. XYZ Limited is having three subsidiaries X Ltd., Y Ltd. and Z Ltd. The consolidated income of
XYZ Limited is Rs.300 crores and net worth is Rs.600 crores. The income and net worth of X Ltd., Y
Ltd., and Z Ltd. are as follows:
Company Income [Rs.] Net worth [Rs.]
X Ltd. 10 Crore 65 Crore

Y Ltd. 45 Crore 14 crore
Z Ltd. 10 crore 18 crore
Examine if there is any material subsidiary of XYZ Limited. (4 marks) (June 2023)
45. What are the information to be reviewed by the Audit Committee for approval and the information
to be provided to shareholders for their consideration of Related Party Transactions [RPTs] in case of
a listed entity as per the amended SEBI [LODR] Regulations, 2015? (8 marks) (June 2023)
CHAPTER 12 ACQUISITION OF SHARES AND TAKEOVERS - CONCEPTS

1. Write a short note on Continual disclosure (4 marks) [CSPPG – II] 2008 – Dec [8] (b)
2. Write a short note on Conditional offer. (4 marks) 2014- Dec [6A]
3. Write a short note on Escrow account. (4 marks) 2015- Dec [6A]
4. Write short note on Acquirer in the Takeover Code (3 marks) 2016- Dec [6] (b)
5. Write short note on Creeping Acquisition Limit (4 marks) 2017 – June [6A]
6. Define ‘persons acting in concert’ under the SEBI (Substantial Acquisition of Shares and Takeover)
Regulations, 2011. (4 marks) [CSFG -1] 2008 – June [8] (d)
7. What should be the minimum price for creeping acquisition? (5 marks) [CSPPG – II] 2011 – Dec [5]
8. What disclosures, as prescribed by the SEBI, are to be made by an acquire 1- while acquiring the shares
of another company? (5 marks) 2013 – Dec [6] (d)
9. The disclosures requirements on the acquisition of shares of a listed target company beyond certain
limits are only on the acquirer and not on the target company. Comment (4 marks) 2015- June [6]
10. Comment on the following:
(i) Regulation 10 of the Takeover Code provides automatic exemption from the applicability of
making open offer.
(ii) A competitive bid is an offer made by a person other than the acquirer who has made the first
public announcement.
(iii) Enterprise value means value of a company which is equal to the market capitalisation plus value
of debt in the company. (2 marks each) 2016- Dec [5] (a)
11. An open offer for acquiring shares in the target company once made cannot be withdrawn. (5 marks)
2017- Dec [6]
12. Kind Enterprises Ltd. has decided to acquire stake up to 25% of the paid-up share capital of Excel Ltd.,
which is a listed company and wants to proceed with a public offer pursuant to the provisions of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Prepare a Board note
highlighting the general obligations of Kind Enterprises Ltd. (10 marks) 2015- June [5] (a)
13. Define wilful defaulter as per SEBI (SAST) Regulations, 2011. State the restriction on wilful defaulter
for making of Public Announcement.
14. What are the obligations of “Target Company” under the regulation of Takeover Code?
15. Autoport Limited (“Acquirer”) is an unlisted public company involved in dealing, distributing,
repairing and exporting automobile components, spare parts, car accessories, and the like. It is also a
part of the promoter group of Genesis Limited (“Company”), a company listed on BSE Limited and
National Stock Exchange of India Limited, carrying out the manufacturing of automobiles. The
Company wishes to restructure its group structure in order to improve its operational efficiency, and
hence, the Acquirer has agreed to enter into a scheme of arrangement where the shares held by the
promoter group companies will be transferred to it. Post-merger, the shareholding of the Acquirer in
the Company will increase from 1.10% to 22.81 %. However, the overall promoter shareholding will
remain unchanged and no additional shareholding or management rights will be transferred to the
Acquirer. Assume that you are the legal advisor to the Acquirer, and accordingly answer the
following:
1. Will the transfer of shares trigger an obligation to make an open offer under the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”) on the Acquirer?
2. Even if we assume that the Acquirer does trigger the obligation to make an open offer, will the
Acquirer be permitted to avail of any general exemption (“Exemption”) under the SAST Regulations
that will in effect exempt the Acquirer from the obligation to make an open offer?
3. If the Acquirer can avail of any Exemption under (b) above, what are the conditions that the Acquirer
will be required to comply with in order to avail such an Exemption?
4. Is the Acquirer required to obtain any prior approval from SEBI in order to avail the Exemption for
the same?
5. What are the disclosure requirements under the SAST Regulations, if any, that the parties to the
scheme will have to comply with?
6. Is there any other possible manner in which the transfer of shares can be effected in favour of the
Acquirer without the Acquirer triggering the obligation to make an open offer in accordance with
SAST Regulations? (8 marks)
16. Claris Scientific Limited (“Company”) is a public limited company whose shares are listed on BSE
Limited. The promoters of the Company held 65.35% of the paid up equity share capital of the
Company as on March 31, 2017. The promoters hold 74,00,000 convertible warrants which will entitle
them to receive 1 equity share against each warrant held by them. On December 2, 2017, some of the
entities belonging to the promoter group converted 24,00,000 warrants into shares, as a result of which
the promoter shareholding increased by 3.68%. Mr. Amish Kumar (“Transferor”), one of the promoters
of the Company, holds 19.87% of the equity share capital of the Company and proposes to gift shares
constituting 2.30% of the equity share capital of the Company to an immediate relative (‘Transfer”). In
view of the above facts, answer the following questions:
(a) Would the proposed Transfer trigger an obligation upon the Transferor to make an open offer
under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST
Regulations”)?
(b) Would the proposed Transfer be considered for the purpose of calculating the creeping acquisition
limit of 5% under Regulation 3(2) of the SAST Regulations?
(c) Would the promoters be permitted to avail of any general exemption (“Exemption”) under the
SAST Regulations that will in effect exempt the acquirer from making an open offer?
(d) Would the promoters be permitted to avail of any general exemption (“Exemption”) under the
SAST Regulations that will in effect exclude the proposed Transfer for the purpose of the creeping
acquisition limit under Regulation 3(2) of the SAST Regulations.
(i) Public Announcement
(ii) Creeping Acquisition Limit. (4 marks) 2018 Dec [6A] [i] [v]
18. Write note on Mandatory Open Offer (4 marks) 2019 June [6A] [ii]
19. Explain the Modes of Payment to the shareholders of the Target Company on acquisition of shares by
the acquirer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. (4 marks)
2019 June [2] [b]
20. An acquirer, holding 25% or more but less than maximum permissible non-public shareholding of the
Target Company can acquire such additional shares as would entitle him to exercise more than 5% of
the voting rights in any financial year. Explain the statement indicating the creeping acquisition limit
for making an open offer by an acquirer. (4 marks) 2019 June [2] [c]
21. An unlisted public company (“Acquirer”) doing business of exporting steel and it is a part of the
Promoter Group of Maurya Hotels (India) Ltd. (MHIL), a company listed on stock exchange. In view
of improving its efficiency, MHIL is planning to restructure its group. The Acquirer has agreed to enter
into a scheme of arrangement where the shares held by the promoter group companies (eight
companies) will be transferred to it. Post-merger, the shareholding of the Acquirer in the Company
will increase from 2% to 24%. However, the overall promoter shareholding will remain unchanged.
You, being practicing company secretary, appointed as consultant by the Acquirer, answer the
following:
(i) Will the transfer of shares trigger an obligation to make an open offer under the SEBI (SAST)
Regulations on the Acquirer?
(ii) What are the disclosure requirements under the SAST Regulations, if any, that the parties to the
scheme will have to comply with? (5 marks) 2019 June [3] [b]
22. Nalin Estates Ltd. [“Target Company”] is a listed company. The promoter group shareholding in the
target company is 47%. It proposes to transfer of 2% shares held by one promoter group to another
promoter group. (4 marks) (December 2019)
23. The target company sought your advice as a practicing Company Secretary on the applicability of
exemption provided under SEBI [SAST] Regulations for making compulsory open offer. [5 marks]
(December 2019)
24. Visualight Ltd. is a listed company. The promoters hold 61.50% paid up equity share capital as on 31st
March, 2018. On November 2, 2018, some of the promoters who hold convertible warrants in the
company converted 1500000 warrants into shares, as result of which the holding of promoters
increased by 4.10%. Vihaan [“Transferor”], one of the promoters holds 18.50% of equity share capital
in the company proposed to gift 1.20% equity shares of the company to immediate relative by way of
Transferor. Taking into account SEBI [SAST] regulations, answer the following questions in detail:
(i) Whether the proposed transfer trigger an obligation upon the Transferor for open offer?
(ii) Will the transaction covered under creeping acquisition?
(iii) Would the promoters be permitted to avail any exemption under the regulation? [4 + 2 + 2 = 8
25. Romeo International Limited, an Indian public limited company, is listed on BSE. On Friday i.e. 14th
December, 2018 one of the shareholders of the Company, Ganesh, who was already holding 30% stake
in the company, made a public announcement for an open offer for the acquisition of 13 crore equity
shares (Face value Rs.10 each), constituting 26% of the equity share capital of the Romeo International
Limited. The offer price per share according to Takeover Regulations is arrived at Rs.500 per share.
Explain the following with reference to SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011:
(i) What is the time limit for depositing amount in escrow account and explain with the relevant
provisions, what amount should be deposited in escrow account in this case?
(ii) Explain the forms of maintaining the escrow account. (5 marks) (December 2020)
26. Nova Industries Ltd. (‘Nova’) is an Indian company engaged in the business of manufacturing of
Automotive Equipment’s. The equity shares of the ‘Nova’ are listed on NSE. Star Investment Ventures
Ltd. (‘Star’) owns 16% stake in the Nova. Moon Investment Company Pvt Ltd. (‘Moon’) owns 14%
stake in the Nova. Star and Moon have also been classified as promoters of the Nova in its
shareholding pattern for over 5 years. As decided by the management of Star and Moon, it is proposed
that Moon will be absorbed by Star through a scheme of arrangement, pursuant to which Star’s
shareholding in the Nova will increase from 16% to 30% as the shares held by Moon will be transferred
to Star and vested in Star and their shareholders will become shareholders of Star. The entire
consideration for the amalgamation would be discharged by Star by the issue of its shares. The scheme
is likely to be completed and approved by the National Company Law Tribunal sometime during the
financial year 2019-2020.
(i) Explain the provisions and conditions given under regulation 10(1)(d)(iii) of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 for availing the exemption.
(ii) Would the transfer and vesting of shares of the Nova in Star, be exempt from open offer
obligations? (5 marks) (December 2020)
27. ‘‘An open offer for acquiring shares once made shall not be withdrawn.’’ Comment on the statement.
28. What do you mean by Enterprise value under SEBI Takeover code? From the given information,
calculate the Enterprise value of KRS Ltd:
- Outstanding equity share capital Rs.1600 lakh (par value per share Rs.2)
- Market price per share on closing date (equity share): Rs.125
- Reserves & Surplus Rs.195 lakhs, Minority interest Rs.275 lakhs, Preference share capital Rs.4200 lakhs,
Cash-in-hand Rs.72 lakhs, Cash equivalent Rs.63 lakhs, Other current assets Rs.1965 lakh. (5 marks)
(June 2021)
29. What is competing offer? What is the timeline in case of competing offer? (4 marks) (December 2022)
30. MX Ltd. (Target Company) is a listed company. The company has 2 promoters, namely Namita
and Sunita who holds paid up equity shares representing 29% and 40% respectively, making the
aggregate shareholding of the promoters in the Target company 69%. On 15th February, 2018, Target
company allotted 75,00,000 convertible warrants to Namita on preferential 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 questions:
(i) Would Namita be required to make an open offer under the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 ("SAST Regulations")?
(ii) Would the obligation to make an open offer apply to Namita in view of the fact that the aggregate
promoters shareholding post conversion, does not breach the stipulated thresholds under the SAST
Regulations?
(iii) What are the disclosure requirements under the SAST Regulations, if any that Namita will have
to comply with? (8 marks) (June 2022)
31. What do you mean by Disinvestment? What is the time limit within which the public announcement
is to be made in case of disinvestment? What are the automatic exemptions under SEBI Takeover
Regulations, 2011 for disinvestment? (5 marks) (June 2023)
32. M is contemplating acquisition of PQR Limited, a listed entity. He presently bolds 23% and his sister,
who is having common objective, holds 3%. Their combined holding is 26%. M, in view of creeping
acquisition limits, desires to acquire further 3% on the assumption that 5% is the ceiling for such
acquisition in every financial year. Will M be required to make open offer? (4 marks) (June 2023)
33. What do you mean by Disinvestment? What is the time limit within which the public announcement
is to be made in case of disinvestment? What are the automatic exemptions under SEBI Takeover
Regulations, 2011 for disinvestment? (5 marks) (June 2023)
34. From the following information, calculate the Enterprise Value of E Ltd:
Balance Sheet of E Ltd. as on 31st March, 2018-
Liabilities Amount Assets Amount
(Rs .Lakh) (Rs.
Lakh)
Share Capital (Face Value Rs.2) 952 Non-Current Assets 2,550
Reserves & Surplus 48 Current Assets:
Minority Interest 115 Cash & Cash Equivalent 102
Short-term Borrowings 2,860 Other Current Assets 1,323
3,975 3,975
Current Market Price Per Share is Rs.96. (4 marks) [2A] [ii]
CHAPTER 13 PROHIBITION OF INSIDER TRADING

1. Write a note on Chinese wall policy in areas of price sensitive information (4 marks) 2011- June [8]
2. Write a note on Unpublished price sensitive information (4 marks) 2014- June [6A]
3. Write a note on Insider trading (4 marks) 2015- June [6A]
4. Write note on Person deemed to be connected person (4 marks) 2016- Dec [6A]
5. Write note on Provisions relating to insider trading in Companies Act, 2013 (4 marks) 2017- June [6A]
6. Distinguish between meaning assigned to ‘insider’ and ‘connected person’ in the SEBI (Prohibition of
Insider Trading) Regulations, 2015. (4 marks) [CSIG -II] 2010 – Dec [8]
7. Discuss briefly the SEBI Regulations on insider trading. (4 marks) [CSFG -I] 2008- June [6] (d)
8. Explain the disclosure requirements by certain persons under the SEBI (Prohibition of Insider Trading)
Regulations, 2015. (4 marks) [CSIG – II] 2009- June [4] (a)
9. Explain the impact of speculative reports in media with price sensitive information quoting case law.
(4 marks) [CSIG – II] 2010- June [4] (c)
10. What is meant by “Unpublished price sensitive information”? What are restrictions on communication
or procurement of unpublished price sensitive information? (4 marks) [CSIG – II] 2011- Dec [8] (b)
11. What do you mean by insider trading? Enumerate the penalties which can be imposed under the
Securities and Exchange Board of India Act, 1992 for insider trading. (6 marks) 2013- June [5] (b)
12. “A company shall specify a trading period for trading in its own securities.” Comment (4 marks) 2014
– Dec [6A]
13. Price sensitive information is any information which relates directly or indirectly to a company.
Comment (4 marks) 2015- June [6]
14. The Securities and Exchange Board of India Act, 1992 provides for prohibition of manipulative and
deceptive devices, and insider trading. Comment (5 marks) 2015- Dec [6]
15. What is ‘price sensitive information’? Which information is deemed to be price sensitive information?
State with reasons whether the following information is price sensitive:
(i) The CEO of a company died in an air-crash.
(ii) RBI has increased its statutory liquidity ratio (SLR) by 25 basis points.
(iii) The company is setting-up another plant in Gujarat.
(iv) The company is negotiating with a foreign company to sell its stake in Star Ltd. (8 marks) 2016 -
June [5] (c)
16. ‘Insider’ means any person who is or was connected with the company or is deemed to have been
connected with the company. Comment (4 marks) 2016- June [6A]
17. Trading plan is an exception to the general rule that an insider should not trade when in possession of
unpublished price sensitive information. However, trading plan once made cannot be revoked. Do
you agree? If yes, give reasons for the same. (6 marks) 2017- Dec [5]
18. There is an alleged act of insider trading on the part of Harsh who was the Finance Manager of Master
Mind Ltd., a listed company. However, he left the company 100 days prior to the alleged act of insider
trading. It is contended that in the instant case, Harsh cannot be treated as a ‘connected person' as he
had left the organisation prior to the act of insider trading. Do you agree? Answer with reasons. (4
marks) [CSIG – II] 2008 – June [7] (c)
19. Insider trading normally means trading in shares of a company by the persons who are in the
management of the company or close to them on the basis of price sensitive information which they
possess but others not. In the light of this, state whether the following information is price sensitive:
(i) The CEO of a company met with an accident and had been hospitalised.
(ii) Intended declaration of rights issue in near future.
(iii) RBI has increased repo rate by 25 basis points.
(iv) The company is going to have another plant at Rudrapur, Uttarakhand.
(v) The Chairman of the company has submitted his resignation to the Board under protest for
selling a particular brand to another company. (5 marks) 2013 – Dec [6] (a)
20. Raghav, General Manager (Accounts) of X Ltd., was found to be indulging in insider trading and as a
consequence, the company terminated his services. The SEBI also took cognizance of the matter and
initiated proceedings against him under the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Raghav pleaded that since X Ltd. had already penalised him by terminating his services, the SEBI
could not initiate any proceedings against him. As per the SEBI Regulations and decided case laws,
suggest whether the SEBI has a right to take any action against Raghav in this case of insider trading.
(8 marks) 2014- June [6A]
21. Sunil, Company Secretary and Executive Director of a company, had bought shares of that company
on behalf of his family members on the basis of unpublished price sensitive information, which was
not known to general public but to him as an employee of the company. Family members later on
tendered the said shares in an open offer announced by some acquiring company at a higher price,
thereby making huge gains. The SEBI found Sunil guilty of misconduct of insider trading and imposed
penalty. Sunil admitted that he had made a mistake but contested the penalty. He, however, was
willing to pay back the profit earned by sale of shares. Considering the facts of the case, you are
required to suggest whether as per the relevant legal provisions relating to insider trading, the SEBI
should waive the penalty considering the fact that Sunil admits indulging in insider trading and is
willing to pay back the whole profit earned. (8 marks) 2014 - Dec [5] (a)
22. Explain these terms as per SEBI (Prohibition of Insider Trading) Regulations, 2015:
(i) Compliance officer;
(ii) Generally available information;
(iii) Immediate relative.
23. Explain the concepts of ‘Trading Plans’. What are the requirements for ‘Trading Plans’?
24. “Board of Directors” of a listed company is required to make a “Code for Fair Disclosure”. Comment.
25. “Board of Directors” of a listed company is required to make a “Code of Conduct”. Comment.
26. What are the roles/obligations of Company secretary as compliance officer in relation to SEBI
(Prohibition of Insider Trading) Regulations, 2015?
27. The price of equity shares of a listed company viz. Next Dial Ltd. (NDL) increased from Rs.10 to high
of Rs.50 i.e. a rise of 500% during the period 1st April, 2018 to 30th Sept., 2018. NDL had entered into
a Share Purchase Agreement (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 initial
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 Next Dial Ltd.
Referring to the provisions of SEBI (PIT) Regulations, answer the following:
(i) Define Unpublished Price Sensitive Information.
(ii) Whether there was any Unpublished Price Sensitive Information (UPSI)?
(iii) What will be the date of UPSI?
(iv) What are the factors to be taken into account by the adjudicating officer while imposing penalty
for the act? (8 marks) 2019 June [4] [a]
28. Give exemptions under Regulation 4 of SEBI (Prohibition of Insider Trading) Regulations 2015 which
prescribes that an insider shall not trade in securities which are listed or proposed to be listed on stock
exchange when in possession of unpublished price sensitive information. (5 marks) 2019 June [6] [d]
29. Give exemptions under Regulation 4 of SEBI (Prohibition of Insider Trading) Regulations 2015 which
prescribes that an insider shall not trade in securities which are listed or proposed to be listed on stock
exchange when in possession of unpublished price sensitive information. (5 marks) 2019 June [6] [d]
30. What is Trading Plan under SEBI (Prohibition of Insider Trading) Regulations, 2015? State the
requirements to be complied with in this regard. (4 marks) 2018 Dec [2A] [v]
31. You are working as the Company Secretary of a listed company viz. Mindspare Ltd. The company is
in advance stage of negotiation with a buyer, who will drastically improve the profitability and
financial position of the company. You have got some information that one of the employees of the
company, who is involved in the negotiation may indulge in trading of shares of the company. Being
a compliance officer, you are required to formulate a code of conduct to regulate, monitor and report
trading by employees and other connected persons towards achieving compliance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015. (7 marks) 2018 Dec [4] [b]
32. Schedule A of Insider Trading Regulations lays down the principles and procedures of fair disclosure.
Critically analyse (4 marks) 2018 Dec [5] [e]
33. Who can be a Compliance Officer under SEBI [PIT] Regulation, 2015? Will an Engineering graduate
from a top engineering college with 5 years of experience working as Chief Technical Officer [CTO]
be a Compliance Officer? Discuss. [4 marks] (December 2019)
34. As a Company Secretary in employment of Delux Ltd., a listed company, what will be your role in
monitoring trading window under SEBI (Prohibition of Insider Trading) Regulations, 2015. (4 marks)
(December 2020)
35. ‘‘Trading plan is an exception to the general rule that an insider should not trade when in possession
of unpublished price sensitive information’’. In the light of this statement, explain the concept of
trading plan and its essential elements. (4 marks) (June 2021)
36. Referring to the SEBI Insider Trading Regulations, answer the following:
(a) What is ‘unpublished price sensitive information’?
(b) State with reasons whether the following information is price sensitive:
(i) RBI has increased its Statutory Liquidity Ratio (SLR) by 15 basis points.
(ii) The company is increasing its authorized share capital. (4 marks) (June 2021)
37. The term internal control is generally linked to controls mechanism for financial and non-financial
processes of an entity. Is there any internal control process to prevent insider trading under SEBI
regulations? You, being a Company Secretary of the company, suggest your CEO about internal
controls to ensure the compliance under the said regulation? (December 2021)
38. Ankur traded in shares of Sitez Ltd, a listed company. The trading plan was approved by compliance
officer on May 19, 2022. Ankur comes to know on July 20, 2022 that this transaction involves
unpublished price sensitive information.
i) What will be the impact on the transactions of Ankur?
ii) What conditions are attached to the trading plan? (5 marks) (December 2022)
40. Answer the following with reference to SEBI Insider Trading Regulations by giving reason
(i) Does exercise of ESOPs/ESPS come under the definition of Trading under the Insider Trading
Regulations?
(ii) Can a CFO, who has not reported to the Board of Directors, act as a Compliance Officer and update
the Board on the transactions related to Insider Trading?
(iii)) Can the company appoint more than one person as Compliance Officer under the regulation? (5
marks) (June 2022)
41. In light of SEBI Insider Trading Regulations, explain with reasons whether the following information
is deemed as price sensitive:
(i) Managing Director of ABC Ltd. met with an accident and was hospitalized.
(ii) EF Ltd. is under negotiation to enter into a foreign collaboration with a Korean company for
technical knowhow.
(iii) RBI has increased its repo rate by 25 basis points.
(iv) XY Ltd. is proposing for issue of bonus shares for its shareholders.
(v) The Chairman of RN Ltd. has submitted his resignation to the Board after reading a news article
proposing to sell a particular brand to another company by the promoters of the company. (5 marks)
(June 2023)
CHAPTER 15 DELISTING OF EQUITY SHARES

1. Write a note on Voluntary delisting of securities (4 marks) 2013- June [6]
2. What are the conditions for 'voluntary delisting of securities'? (4 marks) 2009 – Dec [6] (b)
3. What are the rights of securities-holders in case of compulsory delisting of securities? (5 marks) 2009
– Dec [8]
4. What are the criteria for compulsory delisting by stock exchanges? (5 marks) 2012- June [7] (d)
5. “A company cannot get itself delisted without giving sufficient opportunity to shareholders to exit.”
Comment. (5 marks) 2014- June [5]
6. The shares of Runfast Ltd. were listed in Delhi Stock Exchange. The stock exchange delisted the shares
of the company. The aggrieved company approaches you as a Company Secretary in Practice to know
the remedy available to the company. Give your suggestions to the company keeping in view the
provisions of the Securities Contracts (Regulation) Act, 1956. (10 marks) 2014- Dec [6] (a)
7. Delisting is not permissible under certain circumstances. Comment. (4 marks) 2015- June [6]
8. Briefly explain the provisions relating to delisting of equity shares under SEBI Regulations, 2009. (4
marks) 2017 – June [5]
9. ABC Ltd. a company whose equity shares are listed at BSE and NSE is seeking delisting of its equity
shares from both the recognised stock exchanges. It provides an exit opportunity to all public
shareholders in accordance with SEBI (Delisting of Equity Shares) Regulations, 2009. Calculate the
minimum number of equity shares to be acquired for the delisting offer to be successful. Also
determine the final offer price from the details given hereunder:
Number of shares percentage

holding
Promoter 7 5,00,000 75 ,
Public 25,00,000 25
1,00,00,000 100
(ii) The floor price in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 is
Rs.550 per share.
(iii) Assume that all the public shareholders holding shares in the demat mode had participated in the
book building process as follows:
Bid Price Number of Investors Demand (number of Shares)
550 5 2,50,000
565 8 4,00,000
575 10 2,00,000
585 4 4,00,000
595 6 1,20,000
600 5 1,30,000
605 3 2,10,000
610 3 1,40,000
615 3 1,50,000
620 1 5,00,000
Total 48 25,00,000
(5 marks) 2017- Dec [1]
10. What are the procedure for “Voluntary delisting from few stock exchanges, subject to listing at least
one stock exchange having nationwide terminals?
11. ‘A stock exchange on its own can delist any security thereon’. Explain how Recognized Stock
Exchange delists any securities listed thereon under Securities Contracts (Regulations) Rules, 1957. (5
marks) 2019 June [1] [b]
12. The Board of directors of a listed company desires to delist its equity shares from all the recognised
stock exchanges. The voting details through postal ballot are as under:
- Total nos. of voters: 7,000 (Public: 5,000 & Promoters: 2,000)
- Voting at shareholders meeting:
(a) Public shareholders:
In favour: 3,300 votes
In against: 1,700 votes
(b) All promoter shareholders have voted in favour of resolution.
By referring SEBI delisting regulation, decide upon the resolution passed by the shareholders. (4
marks) 2019 June [2A] [iii]
13. Explain On-line surveillance (3 marks) 2019 June [2] [i]
14. ‘‘Compulsory delisting is different from voluntary delisting’’. Critically analyse. (4 marks) 2019 June
[5] [d]
15. Bombay Stock Exchange Ltd. had suspended trading in shares of XYZ Ltd. for violating conditions of
listing agreement. The company has now complied with the listing regulations requirements. By
referring to SEBI circular/regulations, discuss the criteria for suspension of the trading in the shares
of the listed entities. (4 marks) 2018 Dec [2] [d]
16. The equity share of Ashina Buildcon Ltd., was listed on National Stock Exchange Ltd. (NSE). NSE
delisted its shares by complying SEBI guidelines on delisting. The order of delisting was passed on
March 05, 2017. Kunj, one of the shareholder has not participated in the bidding process due to ill
health, He wanted to tender shares on January 01, 2018. Analyse the problem in the light of the SEBI
(Delisting of Equity Shares) Regulations, 2009. (4 marks) 2018 Dec [2A] [ii]
17. Delisting is not permissible under certain circumstances. Critically examine. (4 marks) 2018 Dec [5] [b]
18. Who are dissenting shareholders? Elucidate the conditions of any to provide exit opportunity to them.
(2+3=5 marks) 2018 Dec [6] [b]
19. The Managing Director of AB Ltd. a listed company wishes to implement the procedure for voluntary
delisting from a few stock exchanges subject to listing of at least one stock exchange having nationwide
terminals. As a Company Secretary prepare a note on your Managing Director in the light of SEBI
[Delisting of Equity Shares] Regulations, 2009. [4 marks] (December 2019)
20. Young Ltd. is a company incorporated under the provisions of the Companies Act, 2013. The
Company is listed on National Stock Exchange since 1st January, 2017. The promoters of the Company
are now exploring the possibility to voluntarily delist the Company on or before 1st October, 2019
under the SEBI (Delisting of Equity Shares) Regulations, 2009 by providing an exit opportunity to all
the public shareholders. Assume that you are a legal advisor of the Company and accordingly, answer
the following questions:
(i) Is the Company eligible for voluntary delisting in terms of the Delisting Regulations?
(ii) What are the circumstances/conditions under which equity shares of a company cannot be
delisted as per the Delisting Regulations? (4 marks) (December 2020)
21. Mr. X, Mr. Y and Mr. Z are the promoters of KP Ltd. They submitted the documents for delisting of
shares from BSE. The company received the delisting order on 31st July, 2019. The management hired
a practising company secretary for the successful completion of the delisting process. You are required
to prepare a board note as to what information should be given in public announcement. (7 marks)
(December 2020)
22. SAARC Ltd., a company listed on nationwide two stock exchanges. It decided to delist its securities
from both the stock exchanges. By complying all delisting regulations, the promoters have made an
open offer to buy shares from public shareholders. Referring to the SEBI Delisting Regulations, advise
the company with respect to the following matters:
(a) How the payment of consideration will be made to the successful shareholders who have
tendered their shares in an open offer?
(b) What are the rights of remaining shareholder who have not tendered their shares during open
offer? (4 marks) (June 2021)
23. ABC Limited, a public company, has come with public issue of 15,00,000 equity shares through a book
building process. The price band is Rs.500- Rs.600. The following table shows demand of securities at
various price levels. What should be the cut-off price as per book building mechanism?
Bid Price (Rs.) Number of Investors Demand (Number of
Shares)
520 25 8,50,000
530 10 4,00,000
535 15 2,00,000
545 4 4,00,000
560 6 1,00,000
575 5 2,00,000
585 3 1,10,000
590 3 1,40,000
595 3 3,50,000
600 1 7,00,000
Total 75 34,50,000
(5 Marks) (June 2021)
24. Pinki Ltd. Being a listed company has not complied the requirements of listing agreement with the
stock exchange. The stock exchange decided for compulsory delisting of the securities from its trading
platform. Answer the following:
a) Whether once listed, stock exchange can go for compulsory delisting of securities of Pinki Ltd?
b) What are the provisions for constitution of panel?
c) What time period will be given for representation to Pinki Ltd? (December 2021) (5 marks)
25. With reference to the SEBI [Delisting of Equity Shares] Regulations, 2021, state the requirement for
appointment of Peer Reviewer Company Secretary to carry out due-diligence. (4 marks) (December
2022)
CHAPTER 16 BUY-BACK OF SECURITIES

1. Choose the most appropriate answer from the given options in respect of the following:
A company cannot buy-back the securities from -
i. Free reserves
ii. Securities premium account
iii. Borrowed money
iv. Proceeds of fresh issue. (1 mark) 2009- June [1] {C}
2. State, with reasons in brief, whether the following statements are true or false
3. A company can use different modes for buy-back of its shares in a single offer.
4. Venture capital is invested in equity securities of new companies promoted by technocrats. (2 marks)
2010- Dec [1] {C}
5. Re-write the following sentences after filling-in the blank spaces with appropriate words(s)figure(s):
(i) In capital market has always been high on the agenda of SEBI.
(ii) Buy-back of securities is a corporate financial strategy which involves (1 mark) 2011- June [1] {C}
6. Write short notes on Escrow account (2 marks) 2009 – June [3]
7. Distinguish between 'Public notice’ and ‘public announcement’. (3 marks) 2010- Dec [2]
8. “Certain securities are not available to a company for buy-back.” Explain. (4 marks) 2009 – June [2]
(b)
9. State the procedure for buy-back of securities through stock exchange. (5 marks) 2009 – Dec [5] (b)
10. Explain the following terms related to buy-back of securities:
i. Letter of offer
ii. Specified date. (2 marks each) 2011- June [4]
11. What are the provisions for escrow a/c in respect of buyback of Securities? What are the provisions
for buy back through book building?
12. What are the obligations of the Company under Buy back regulation?
13. What are the obligations of the merchant banker under Buy-back regulation?
14. Can a Company buy-back its own shares or any specified securities through negotiated deals or
through any private arrangements? Comment with methods allowed for buy-back. (5 marks) 2019
June [1] [d]
15. The financial data of a listed company as on 31st March, 2018 are as follows:
Authorized equity share -capital Rs.10 crore
(1 crore shares of Rs.10 each)
Paid-up equity share -capital Rs.5 crore
General reserve Rs.3 crore
Debenture redemption reserve Rs.2 crore

The Board of directors of your company passed resolution by circulation 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 Regulations. (4 marks) 2019
June [2A] [iv]
16. TechNoGrow Ltd. approved buy back proposal of 200000 Equity share capital in its Board meeting on
25th April, 2019. The record date was fixed on 25th June, 2019. The closing market price on NSE as
on 25th April, 2019 and 25th June, 2019 was Rs.2640.40 and Rs.2514.05 respectively. Determine the
number of equity shares which is eligible to be tendered by Small Shareholder Category [rounded off
to lower whole number]. [5 marks] (December 2019)
17. RN Ltd., has equity share capital of 20,00,000 of face value of Rs.10 each, listed in Bombay Stock
Exchange. The company has proposed for buy-back of its shares upto 25%. As a Company Secretary
explain the conditions for buy-back of shares. [7 marks] (December 2019)
18. The following is an extract of Balance Sheet of Alpha Ltd:
Equity Shares Capital — 50,000 Equity Share of Rs.10 each.
10% Debenture Capital — 20,000 Debenture of Rs.10 each.
On 21st April, 2018, the Board of directors decided to buy-back 5,000 equity shares for which they
would call Extraordinary General Meeting. In the year 2016, the company has defaulted in payment
of interest on secured loan to Bank amounted to Rs.25 crores, which was remedied in the year 2017.
Comment on the above situation. (5 marks) (December 2020)
19. “Increase in voting rights in a target company by any shareholder pursuant to buyback is exempted
from the obligation to make an open offer subject to certain conditions”. In the light of the statement,
you are required to enumerate these conditions. (4 marks) (December 2020)
20. PQR Limited, a listed company, is intending to make buy-back of its equity shares. Referring to SEBI
Buy-back Regulations, explain the following:
(i) The manner of deposit of amount in Escrow account.
(ii) How can an unregistered shareholder tender his shares for buy-back?
(iii) What is time limit for completing buy-back process? (4 marks) (June 2021)
21. Answer the followings with reasons, with reference to SEBI Buyback Regulations, whether these buy-
back are as per the provisions of the regulations?
(i) The company can directly or indirectly purchase its own shares through any subsidiary
including its own subsidiaries.
(ii) The company has made buy-back of shares out of the proceeds of an earlier issue of the same
kind of shares.
(iii) The Company Secretary of the company advised not to allow buy-back of shares unless the
consequent reduction of share capital is affected.
(iv) The company has prohibited from Buy-back whose default is remedied and a period of two
years has lapsed after such default ceased to subsist.
(v) The Board of directors has denied the offer of buy-back of shares for 16 percent of the paid
up capital and free reserves to be made from the open market. (December 2021) (4 marks)
22. Amber Ltd. is a listed company on the leading stock exchange of the country. The company has
substantial bank balances in the financial statement for the Financial Year 2020-21. There is no
foreseeable investment opportunity 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
enumerating the conditions for buy-back of shares with reference to SEBI (Buy-Back of Securities)
Regulations, 2018. (4 marks) (June 2022)
23. An extract of Balance Sheet of Airrath Aviation Ltd, comprises of:
Equity Share Capital Rs.30,00,000 of 50 each
12% Preference Share Capital Rs.5,00,000 of 500 each
14% Debenture capital 15,00,000 of 500 each
- Ascertain the maximum equity share capital and the number of equity shares that can be bought back
in the present case.
- What is meant by buy-back through tender offer under SEBI (Buy-Back of Securities) Regulations, 2018.
24. The financial information of a listed company as on 31st March, 2018 is as follows: Authorized equity
share capital Rs.10 crores [1 crore shares of Rs.10 each]; Paid-up equity share capital Rs.5 crores;
General reserve Rs.3 crores; and Debenture redemption reserve Rs.2 crores. The Board of directors of
your company passed resolution by circulation 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 Buy-back Regulations. (4 marks) (June 2023)
25. NLR Ltd. approved buy-back proposal of 2,00,000 Equity Shares in its Board meeting on 25 th April
2019. The record date was fixed on 25th June, 2019. The closing market price on NSE as on 25th April,
2019 and 25th June, 2019 was Rs.2640.40 and Rs.2514.05 respectively. Determine the number of equity
shares which is eligible to be tendered by small Shareholders’ Category [rounded off to lower whole
number]. Calculate the maximum equity share capital and number of equity shares that can be bought
back. (4 marks) (June 2023)
26. The financial data of a listed company Sun Rise Ltd. as on 31st March, 2021 is as follows:
Particulars Amount Rs.

Equity Share Capital [fully paid-up of face value of Rs.10 each] 5,00,000
10% Preference Share Capital [fully paid-up of Rs.100 each] 1,00,000
12% Debentures [Rs.100 each] 2,00,000
Revaluation Reserve 50,000
General Reserve 2,00,000
Profit & Loss Account 2,00,000
The company wanted to place proposal before the Board for buy-back of its equity shares and also
simultaneously redeem the entire preference share capital. You, as a Company Secretary, advise the
Board on the following issues:
i) Maximum limit [in amount] up to which shareholders can approve buy-back of shares.
ii) Maximum number of shares that can be bought back and the maximum price that can be paid
per equity share bought back.
iii) Generally, what should be the ratio of the aggregate of secured and unsecured debts owed to the
company after buy-back? (7 marks) (June 2023)
CHAPTER 17 MUTUAL FUNDS

1. Write a short note on Hybrid instrument (2 marks) 2009 – June [3] (a)
2. Write a short note on Money market mutual funds. (3 marks) 2010- Dec [3] (a)
3. Distinguish between ‘Close ended schemes’ and ‘open ended schemes’. (3 marks) 2008 – Dec [3] (a)
4. Distinguish between ‘Open ended schemes’ and ‘Close ended schemes’. (3 marks) 2012- June [5] (a)
5. Distinguish between ‘Pure instruments’ and ‘hybrid instruments’. (3 marks each) 2013- Dec [2A]
6. Distinguish between ‘Hedge funds’ and ‘leverage funds’. (3 marks each) 2013- Dec [2A]
7. Distinguish between ‘open ended mutual fund’ and ‘close ended mutual fund’. (4 marks) 2016 – Dec
[1] (a)
8. Mutual fund investments in India are fraught with multiple risks. Comment (2 marks) [CSIG – II] 2008
– June [5] (b)
9. Exchange Traded Funds (ETFs) are the new variety of mutual funds. Comment (2 marks) [CSIG – II]
2008 – June [5] (b)
10. What are the 'real estate mutual fund schemes? Explain their features. (4 marks) 2009 – Dec [2] (c)
11. Describe briefly the risks involved in mutual funds. (4 marks) 2009 – Dec [4] (b)
12. Explain briefly the various factors for judging the efficiency of mutual funds. (4 marks) 2011- June [5]
(a)
13. “The mutual funds have emerged as one of the important class of financial intermediaries which cater
to the needs of retail investors.” Discuss. (6 marks) 2014- Dec [2] (a)
14. Explain Infrastructure debt fund (3 marks) 2015- June [4] (b)
15. In capital market, a trustee is having a number of rights and obligations. Is it correct? Describe the
rights and obligations of a trustee. (6 marks) 2015 – Dec [2A]
16. Is there any advertisement code for mutual funds? Comment. (6 marks) 2015 – Dec [2A]
17. Briefly explain the advertisement code prescribed for mutual funds under the SEBI (Mutual Funds)
Regulations, 1996. (9 marks) 2016- June [4] (b)
18. Explain Real Estate Mutual Fund Scheme. (3 marks) 2017- June [2]
19. Explain Mutual fund costs (2 marks) 2017 – June [4] (b)
20. Describe various schemes of mutual funds according to investment objective. (5 marks) 2017 – Dec [1]
21. ETFs are a rapidly growing class of financial products. examine (5 marks) 2017- Dec [6]
22. Explain Hedge Funds (3 marks) 2018- June [2]
23. A unit of Evergrow Equity Fund is redeemed at Rs.15, the exit load being 2.25%. Calculate the NAV.
(4 marks) [CSIG – II] 2008 – June [6] (a)
24. Define ‘NAV’ and ‘offer price’. If Rahul invests Rs.10000 in i scheme that charges 2% front end load at
an NAV of Rs.10 per unit, what hall be the public offer price? (5 marks) 2008 – Dec [5] (a)
25. The redemption price of a mutual fund unit is Rs.48 while le front-end load and back-end load charges
are 2% and 3% respectively, you are required to calculate-
(i) Net asset value per unit; and
(ii) Public offer price of the unit. (7 marks) 2010 – June [5] (c)
26. The redemption price of a mutual fund unit is Rs.48 while the front-end load and back-end load
charges are 2% and 3% respectively. You are required to calculate -
(a) Net asset value per unit; and
(b) Public offer price of the unit. (5 marks) 2014 June[2A]
27. The following information is given:
No. of rights shares offered 6,000
No. of shares held 3,000
Ex-right price Rs.32
Rights offer price Rs.25
Face value of share: Rs.10
You are required to compute the value of rights. (3 marks) 2014- Dec [2A]
28. Super mutual fund has launched a scheme named ‘Super Bonanza’. The net asset value (NAV) of the
scheme is Rs.12.00 per unit. The redemption price is Rs.11.65 per unit and offer price is Rs.12.50 per
unit. You are required to calculate —
(i) Front-end load; and
(ii) Back-end load. (6 marks) 2015- June [1] (a)
29. Calculate value of ‘rights’ from the following information —
Number of rights shares offered 2,500
Number of shares held 1,000
Ex-rights price 18
Rights offer price 15
Face value of a share 10
(4 marks) 2015- June [1] (a)
30. Somnath Ltd. has a share capital of 50,000 equity shares of Rs.100 each. Market value is Rs.250 per
share. The company decides to make a rights issue to the existing shareholders in proportion of one
new rights share of Rs.100 at a premium of Rs.30 per share for every 5 shares held. Calculate the value
of rights. (6 marks) 2015- Dec [1] (b)
31. Compute NAV and rate of return for a unit holder who bought a unit at Rs.17.60 and received a
dividend of Rs.2 per unit during the period. Face value of the unit is Rs.10. Other details are as under:
(in crore)
Market value of funds portfolio 4,200

Size of the scheme 2,000
Accrued income 100
Receivables 100
Accrued expenses 275
Liabilities 150
Number of outstanding units: 200 crores. (4 marks) 2016- Dec [1] (c)
32. The redemption price of a mutual fund unit is Rs.48 while the front-end load and back-end load
charges are 2% and 3% respectively. Compute:
(i) NAV per unit and
(ii) Public offer price of the unit. (4 marks)
33. Calculate the value of rights if:
Number of rights shares offered (n) 3,000
No. of shares held (m) 1,800
Ex-right price (P ex) 24
Right offer price (P of) 21
Face value of shares 10
(2 marks) 2017- June [1]
34. Mutual Fund pleaded for waiver of penalty stating that the limit was not exceeded intentionally. Is
this penalty justified? Discuss in reference of relevant case. (5 marks) 2017- June [1]
35. The following is the information pertaining to the portfolio of Dolex Mutual Fund:
Stock No. of Shares Current Market Price (?)
L&T 1,10,000 2,685.45
Cipla 3,12,000 259.95
Wipro 4,50,000 523.10
HDFC 3,90,000 883.30
Tata Steel 2,99,000 502.75
The fund has not borrowed any money, but its accrued management fee with the portfolio manager
currently total Rs.30,00,000. The number of units outstanding is 10,75,73,000. Compute the value of the
portfolio and NAV. (4 marks) 2018 – June [1)
36. A mutual fund has a NAV of Rs.11.50 at the beginning of the year. At the end of the year NAV increases
to Rs.12.10. Meanwhile the fund distributes Rs.0.80 as dividend and Rs.0.70 as capital gains.
(i) What is the fund’s return during the year?
(ii) Had these distributions been re-invested at an average NAV of Rs.11.80, what is the return for
200 units? (5 marks) 2018 Dec [1] [a]
36. “Expense Ratio for a mutual fund should be as low as possible.” Explain how increase or decrease in
Total Expense Ratio (TER) shall be disclosed by Asset Management Company under SEBI (Mutual
Funds) Regulations, 1996? (5 marks) 2018 Dec [1] [b]
37. Best mutual fund has launched a scheme name Grand Bonanza. The net asset value (NAV) of the
scheme is Rs.12 per unit. The redemption price is Rs.11.65 per unit and offer price is Rs.12.50 per unit.
You are required to calculate:
(i) Front end load charges.
(ii) Back end load charges. (4 marks) 2019 June [1] [c]
38. A Mutual Fund having 300 units has shown Net Asset Value (NAV) of Rs.8.75 and Rs.9.45 at the
beginning and at the end of the year respectively. The Mutual Fund has given two options:
(i) Pay Rs.0.75 per unit as dividend and Rs.0.60 per unit as capital appreciation; or
(ii) These distributions are to be reinvested at an average NAV of Rs.8.65 per unit. What difference
it would make in terms of return available and which option is preferable? (5 marks) 2019 June [1]
[a]
39. Life-Changing Assets Management Ltd., a mutual funds company desires to engage a bollywood
celebrity to popularize its schemes. Explain the SEBI provisions with regard to celebrity endorsements
of Mutual Funds at industry level. (4 marks) 2019 June [1] [e]
40. A Mutual fund has shown Net Asset Value [NAV] of Rs.11.60 at the commencement of the year. At
the end of the year NAV increases to Rs.12.50. Meanwhile, the Fund distributes Rs.0.75 as dividend
and Rs.0.85 as capital gains.
(i) Calculate the fund’s return during the year.
(ii) Had these distributions been re-invested at an average NAV of Rs.12.20, what is the return for
400 units? [5 marks] (December 2019)
41. Explain the various risks involved in investing in mutual funds. [4 marks] (December 2019)
42. The information relating to one Equity Oriented Mutual Fund is given below:
(Rs.in thousand)
As on 2nd January, 2019 As on 3rd January, 2019
Market Value of Fund’s 19,300 19,800

Portfolio (Rs.)
Receivables (Rs.) 200 200
Other Accrued Income (Rs.) 150 150
Accrued Expenses (Rs.) 50 50
Other Payables (Rs.) 100 100
Units of Mutual Fund 5,00,000 5,00,000
Face value per unit is Rs. 10.
You are required to calculate:

NAV of the fund on 2nd January, 2019 and 3rd January, 2019.
Ramesh invested Rs.1,95,000 in this Fund on 2nd January, 2019 at 02:00 PM, through Internet
Banking Payment System. Calculate the number of mutual fund units allotted to him. Assume that
there is no transaction cost. (5 marks) (December 2020)
43. R is holding 2000 units of an equity-oriented scheme of a mutual fund and 1000 units of a debt scheme
of a mutual fund. On 7th June, 2020 he is interested to redeem these units. Prevailing net asset value
(NAV) of these units are as under:
Date Net Asset Value (NAV)
Equity-oriented scheme (in Rs.) Debt scheme (in Rs.)
6th June 45 35
7th June 46 34
8th June 47 33
He makes an application for redemption of above units on 7th June, 2020 at 2:30 pm. Based on given
information answer the following :
(i) What do you mean by cut-off time? What are the cut-off time for equity-oriented & Debt funds
(except liquid funds)?
(ii) What will be the applicable NAV in his case?
(iii) What will be applicable NAV if application for redemption is made at 3:15 pm?
(3+1+1 marks) (June 2021)
44. Rakesh has invested Rs.20000 in PQR Mutual Fund with entry load 1%. Find out the Net Asset Value
if the number of units purchased was 100. (December 2021) (3 marks)
45. Pritam is holding SALORA Mutual Fund units. He sold all the units at a NAV of Rs.120 with exit load
of 1%. He received Rs.52000. Find the number of units sold by Pritam. (December 2021) (3 marks)
46. “While evaluating the performance of a mutual fund, one must not be led by the mutual fund return
in isolation”. In this context, elucidate how performance of mutual fund is evaluated? (December
2021) (4 marks)
47. Fortune Mutual Fund launched a special scheme, the details of which are given below:
NAV Rs.14 per unit
Redemption price Rs.13.50 per unit
Offer Price Rs.14.75 per unit
You are required to compute:

(i) Back End Load
(ii) Front End Load (5 marks) (December 2022)
48. Recently, SEBI has mandated the formation of Audit Committee for Asset Management Company
[AMCs] of mutual funds. Briefly explain the Role and Composition of Audit Committee. (5 marks)
(December 2022)
49. Grow India Ltd. has recently launched a Mutual Fund Scheme with the name GI Equity Multi Cap
Scheme with following details:
Size of the Scheme 200 lakh
Face value of the unit Rs.20
Number of the outstanding units 20 Lakh
Market value of the fund's investments receivables 360 lakh
Accrued Income 2 lakh
Receivables 2 lakh
Liabilities 1 lakh
Accrued expenses 1 lakh
(1) What do you mean by NAV?
(2) Find out the NAV in the present case.
(3) What does an expense ratio contain in a Mutual Fund Scheme? (5 marks) (June 2022)
56.(i) Daksh is planning to invest in Systematic Investment Plan (SIP) of a mutual fund with a fixed sum
of Rs.20000 on 2nd of every month for four months. The NAV on these dates are Rs.30.76, Rs.42.18,
Rs.38.15 and Rs.40.25 respectively. The entry load was 1.75% throughout the period. Find the average
buy price including the amount of entry load.
(ii)X has made an investment of Rs.50000 to buy 5000 units of Philip mutual fund on 4th April, 2021. He
decided to sell the units on 14th November, 2021 at NAV of Rs.20.60. The exit load was 2.25%. Find
the sale value & gain made in the transaction. (5 marks) (June 2023)
57. SEBI has come out with modified provisions for investment and trading in securities by employees
of Asset Management Companies [AMCs] and trustees of mutual funds. Explain briefly the term
“access person” under these provisions. (5 marks) (June 2023)
CHAPTER 18 COLLECTIVE INVESTMENT SCHEMES

1. Write a short note on Collective investment schemes. (2 marks) 2011- June [3] (a)
2. Explain the concept of ‘collective investment scheme’. State briefly the obligations of trustees. (5
marks) 2008 – Dec [5] (c)
3. What is ‘collective investment scheme’? What are the restrictions on their business activities? (4 marks)
2010 – Dec [4] (b)
4. “Collective investment scheme is constituted as trust.” Comment (3 marks) 2011- Dec [4]
5. Discuss the restrictions put by SEBI on the business activities of a collective investment management
company (CIMC). 2013- Dec [2] (b) (5 marks)
6. “Collective investment scheme (CIS) is a popular form of investment and it is accessible to all.” In the
light of this statement, explain the meaning and conditions for eligibility of CIS. (5 marks) 2016- June
[2] (a)
7. Define collective investment scheme and discuss the restrictions on its business activities. (5 marks)
2014- June [2A]
8. Explain Collective investment scheme (CIS) provides a relatively secure means of investing on the
stock exchange and other financial instruments. (3 marks) 2015- June [2]
9. What are the restrictions imposed on business activities for collective investment management
companies? (7 marks) 2016- Dec [3] (b)
10. Explain Winding up of collective investment scheme (3 marks) 2017- June [2]
11. Discuss the schemes and arrangements which are not coming under the ambit of collective investment
scheme. (5 marks) 2019 June [2A] [ii]
12. “Co-ordination of Trustee and Collective Investment Management Company is absolutely necessary
for success of a Collective Investment Scheme.” Explain in this context, the rights available to the
trustee. (4 marks) (December 2020)
13. What do you understand by the word “Ponzi Scheme”? Who regulate the Collective Investment
Scheme? List any four key aspects for launching a Collective Investment Scheme. (December 2021) (4
marks)
14. ABC Ltd is a SEBI registered Collective Investment Management company. It has launched a
Collective Investment scheme viz. “Har Ghar Sapna” and collected money for acquiring land and
construction of houses. Due to sudden downfall of real estate market, only 15 investors with a total
subscription of Rs.15 crore applied in the scheme. Whether the company can run the scheme? Give
answer with reference to the amended SEBI Regulations. (4 marks) (December 2022)
15. The Green Wood Ltd. had launched a scheme named as Malamal scheme. The scheme entailed a one-
time 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 option 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
time, the scheme mobilized 2 crores from 2,000 contributors/investors. The scheme was being carried
on without obtaining registration from SEBI. Referring to the SEBI Regulations, answer the following:
(i) State the provisions under which the registration was required.
(ii) What are the powers of SEBI in this regard?
(iii) What should be the minimum duration of the scheme? (7 marks) (June 2022)
16. Leisure Hill Cottage Ltd., collected 500 crores from general public under its novel scheme, "Roaming
Holiday". The scheme provides monthly instalments and upon completion of instalment tenure, the
investor can opt for holiday with all facilities or a return of corpus with interest. Will this scheme come
under the SEBI regulations? Explain. (4 marks) (June 2022)
Universe of
ALL INDIA RANKERS CS | LAW
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CS Vikas Vohra
Founder - YES Academy
Vikas is a Commerce and Law Graduate and a

Company Secretary by profession. He has to his
credit, few other Certifications and
specialisations in Corporate and Securities Laws.
On the teaching side, he has taught more than
20,000 students.
He is also a speaker at various Management

Institutes and ICSI on various Corporate matters
and Entrepreneurship. In his previous
assignments, he worked as an Associate Vice
President with LexValueAdd Consulting Private
Limited, an Investment Banking firm based out
of Mumbai.
He has significant hands on experience in

Mergers and Acquisitions, Public Offerings and
consequent listing of the Shares and GDR’s on
the Bourses, fund raising and Deal Structuring.
Before that he also worked with Kirloskar
Brothers Investments Limited & Bajaj Auto
Limited wherein, he was deeply involved in
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Vikas is presently the Founder of YES Academy

for CS, Pune He is also a Co-Founder of
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M.

- Covers the questions asked by ICSI in past Exams

CS VIKAS VOHRA (FOUNDER) CA CS HARISH A. MATHARIYA (FOUNDER)

ADV CHIRAG CHOTRANI CMA VIPUL SHAH

ADV. VISHISHTA NAYAK

CHAPTER 1 BASICS OF CAPITAL MARKETS

CHAPTER 2 SECONDARY MARKET IN INDIA

Date Time Price (?) No. of shares traded

18th September, 2017 14:45:10 385.60 550

18,h September, 2017 14:55:35 382.78 1,575

18th September, 2017 15:00:20 380.99 1,514

18th September, 2017 15:01:30 381.79 1,625

18th September, 2017 15:05:40 380.38 1,025

18th September, 2017 15:10:20 381.51 1,390

18th September, 2017 15:20:25 381.42 800

18th September, 2017 15:22:20 384.07 600

18th September, 2017 15:25:55 383.74 1,200

Date Time Price (?) No. of shares traded

18th September, 2017 14:07:30 50.60 250

18lh September, 2017 14:11:40 52.10 585

18,h September, 2017 14:16:20 49.85 700

18,h September, 2017 14:26:25 51.25 425

18lh September, 2017 14:45:10 50.75 450

18,h September, 2017 14:55:35 49.95 500

Date Time Price (?) No. of shares traded

2nd September, 2017 14:42:10 265.60 550

2nd September, 2017 14:53:35 262.78 1,575

2nd September, 2017 15:00:20 260.99 1,514

2nd September, 2017 15:03:30 261.79 1,625

2nd September, 2017 15:05:40 260.38 1,025

2nd September, 2017 15:12:20 261.51 1,390

2nd September, 2017 15:21:25 261.42 800

2nd September, 2017 15:22:20 264.07 600

2nd September, 2017 15:26:55 263.74 1,200

54. Write short notes on the following:

a) Emkey : 1050 Call

CHAPTER 3 SECURITIES CONTRACTS (REGULATION) ACT, 1956

CHAPTER 4 - SECURITIES AND EXCHANGE BOARD OF INDIA

CHAPTER 5 LAWS GOVERNING DEPOSITORIES AND DEPOSITORY PARTICIPANTS

(i) Concurrent Audit

CHAPTER 6 SECURITIES MARKET INTERMEDIARIES

CHAPTER 8 ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS

CHAPTER 9 SHARE BASED EMPLOYEE BENEFITS & SWEAT EQUITY

CHAPTER 11 LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS

X Ltd. 10 Crore 65 Crore

CHAPTER 12 ACQUISITION OF SHARES AND TAKEOVERS - CONCEPTS

Reserves & Surplus 48 Current Assets:

Minority Interest 115 Cash & Cash Equivalent 102

Short-term Borrowings 2,860 Other Current Assets 1,323

Current Market Price Per Share is Rs.96. (4 marks) [2A] [ii]

CHAPTER 13 PROHIBITION OF INSIDER TRADING

CHAPTER 15 DELISTING OF EQUITY SHARES

Number of shares percentage

Bid Price Number of Investors Demand (number of Shares)

CHAPTER 16 BUY-BACK OF SECURITIES

Debenture redemption reserve Rs.2 crore

Particulars Amount Rs.

CHAPTER 17 MUTUAL FUNDS

Market value of funds portfolio 4,200

Stock No. of Shares Current Market Price (?)