Sebi Case studies for Dec 2015 Attempt

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CASE STUDIES – CAPITAL MARKET
1. Gracious Ltd a company involved in battery business has decided to issue 10 lac shares
to its investors. The company has prepared the prospectus and sent it to SEBI for the
approval purposes. The SEBI has approved the prospectus and the company has finally
decided to launch the bidding through shelf prospectus. As a CS suggest the following:

Is the company eligible to bring the public issue

What sebi guidelines company should comply with before bringing the public
issue.
Hint – Red Herring Prospectus under SEBI (ICDR) Regulations 2009
2. Market Capitalization of the company equals number of shares issued * price of the
share. Comment.
3. ABC Ltd a company ltd by shares has brought a public issue worth 2500 crores. The
company has decided to bring the public issue according to book building mechanism.
The underwriters are appointed to confirm the minimum subscription. The company has
appointed 5 anchor investors. Is the company correct in appointing 05 anchor investors.
As a CS write a short note on Anchor Investor and suggest how appointing 05 anchors’ is
correct?
Hint – Anchor Investor under SEBI (ICDR) Regulations 2009
4. A company has sold the goods worth Rs. 150 crore in market on credit. The buyer
company has requested to make the payment after 04 months. The seller company
wants money at the earliest. Suggest the steps that the company can take to recover the
money at the earliest.
Hint – Factoring Under Money Market
5. Star Ltd a company doing the business of shoe manufacturing. The company has
planned to bring the commercial paper issue. The rating of the company is P3. Can the
company bring the commercial paper issue.
6. BSE Ltd a company wholly governed by the CG is planning to issue shares to its
promoters through IPP mechanism. Is BSE correct in doing so?
Hint – IPP under SEBI (ICDR) Regulations 2009
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CASE STUDIES – CAPITAL MARKET
7. Adrian Ltd a company limited by shares with paid up capital of Rs.100 crore and turnover
of Rs.300 crore listed on BSE: ADRN and NSE: ADRN has decided to make some
change in its organizational structure which is as follows:
The Board of Directors has decided to appoint one woman director as a part of
compliance under Companies Act 2013.

That the company has at least 1/3rd of the total no of directors as independent
directors.

That the chairman of the audit committee need not be an independent director.

The company is appointing a LLP firm as auditor for 5 years through ratification
in AGM.
Considering above changes, according to clause 49 of listing agreement and Companies Act
2013, suggest if all the above changes are in according to applicable guidelines.
8. Starbucks Ltd a company incorporated outside India is planning to issue shares in india.
If the company has a compliance record of 3 years and has distributable profit for the
said years but the market cap is US$ 50 Million. Can the company bring its IDR in India?
9. ABC ltd is planning to bring its IPO for the 1st time in market. The company has been
working for the last 03 years and has obtained the IPO grades which are as follows:2011 – IPO Grade 3
2012 – IPO Grade 4
2013 – IPO Grade 5.
Explain the grades obtained by the company and define IPO grading.
10. Piatkus Ltd has issued debentures over a decade ago as 10% Debentures repayable
after 10 years. The company in the 9th year has realized that it has utilized the money in
its business projects and has not left enough money in its account to arrange the
payment of debenture holders. The asset kept with debenture trustee is the factory on
which the company performs its daily operations. In the light of above facts, suggest what
measure a company must adopt in order to fulfil its obligation.
11. MRC ltd listed on BSE and NSE plans to raise some money for its working capital and
issues shares to total 50 persons. Is this issue a public issue or a private issue?
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CASE STUDIES – CAPITAL MARKET
12. Alliance Ltd is issuing 2,500,00 share warrants to its shareholders. The company has no
such provision in its articles to issue share warrants. However, the company is deciding
to amend articles through a Special Resolution and there after issue share warrants.
Moreover, the shareholders are in favour of resolution and plan to ratify the resolution in
upcoming AGM. As a company secretary suggest if the company can issue share
warrants considering the above situation.
13. XYZ ltd is planning to list on BSE and NSE both. Is the company required to pay the
listing fee to both the stock exchanges? Suggest the applicable rule in this regard.
14. Marker Ltd a company listed under BSE has been doing business of manufacturing
markers for the last 10 years. The company has large investor base in overseas market.
The overseas market has been hit by euro zone crisis and thus the revenue of the
company is showing a slow growth in terms of revenue and has been consistently falling.
The share capital of the company has been reduced from 80 crores to 20 crores and so
is the price. The company receives a notice from the stock exchange stating – “Due to
non compliance of the continuous listing agreement under SCRR 1956, the company has
fulfilled the eligibility criteria of delisting and should be delisted in the next one month.”
The company doesn’t want to get delisted. Is there any alternate way of remaining listed
on the BSE, if yes then suggest the alternate path of remaining listed on BSE along with
relevant provisions if any.
15. Is the sponsor eligible to transfer the assets of one scheme in to another scheme under
collective investment scheme regulations 1999. If yes, state the conditions.
16. How can a person be a trustee of one AMC only where as a company if appointed as
trustee can be trustee of various AMCs. Explain.
17. Unique Destinations a construction company has got a contract to lay down the set up of
Metro in Jaipur Rajasthan. The construction company needs huge money
(Rs.11000
crore) to complete the project for the government. The company is already listed on BSE
for the last 04 years. Suggest if there is any way to raise money through any other capital
market instrument. If yes, state the conditions of the issue.
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CASE STUDIES – CAPITAL MARKET
18. Mr Naidu is holding a basic service demat account with Edelbees Ltd a broker of BSE
and NSE. The broker charges Rs. 200 for the BSDA account. Is the fee charged correct
for the account. Mr. Naidu has shares worth Rs.55,000 in his demat account.
19. Infosoft Ltd an I.T. company has been building high end computer processors for a
decade now. It wants to raise money through international market in the form of Loan.
The company decides to raise money upto 100 crores through approval route. Is
approval route in this case. Suggest being a CS of the company.
20. A public limited company should have minimum 25% shareholding in the market in any
given point in time. If the shareholding of the company falls below 25% can the company
be straight forward delisted by the stock exchange. If no, suggest the applicable
guidelines in this regard.
21. Priya is a company secretary and carry an experience of fund management for 10 years.
Priya wants to start its own business of managing money of people on her own. Can
priya do so if yes, what are the provisions in this regard.
22. A company secretary, chartered accountant and a lawyer are planning to start a
consultancy firm where they will do investment planning of their clients and shall provide
advice related to investments coupled with tax planning. They register a company and
start their work. Are they required to take approval from SEBI and register their company
for the same?
23. Alibaba ltd a shoe manufacturing company formed in India is planning to bring its first
public issue of share warrants. State the conditions of public issue in this regard.
24. Is controller of capital issues a better regulator in comparison to sebi. Comment.
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