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Scanner questions on ICDR

Question 1

Write note on following

a) Minimum Promoter Contribution

( this question came in exam for 5 times for 5 mark’s each )

Answer 1

Refer regulation 14 of ICDR

Question 2

Technopoly Ltd., an unlisted company wants to know the securities ineligible

for minimum Promoters' Contribution. You are required to suggest accordingly
by considering SEBI (ICDR) Regulations,

Answer 2
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Question 3

After the Initial Public Offer, the equity capital of promoters group holding in a listed
company is 140 crore. The post issue equity capital of the company is ₹600 crore.
The promoters group holding includes (acquired during previous year):
(i) 20 crore equity capital allotted in consideration of transfer of Technical
know-how by the promoters.
(ii) 10 crore equity capital pledged with bank.
Whether the promoters group is satisfying minimum promoters
contribution requirement as per SEBI regulation? Explain.
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Answer 3

As per regulation 14 of the SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2018, the promoters of the issuer shall hold at least twenty per cent of the
post-issue capital.
Further as per regulation 15 of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, for the computation of minimum promoters’ contribution, the
following specified securities shall not be eligible:
(a) specified securities acquired during the preceding three years,if it is acquired for
consideration other than cash and revaluation of assets or capitalization of' intangible
assets is involved in such transaction;
(b) specified securities pledged with any creditor.
In the present case, `20 crore equity capital acquired in consideration of transfer of.

technical know-how will not be eligible for promoters contribution, further `10 crore
equity capital was pledged with bank will also not eligible for promoters contribution.
The net promoters contribution after deduction of `30 crore (`20 crore & `10 crore) will
be `110 crore (`140 crore - `30 crore), which is below then the prescribed limit i.e,
20% of post issued capital (`600 x 20%= `120 crore), Therefore, promoters are not
satisfying minimum promoters contribution requirements as per SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018.

Question 4
A company cannot offer shares at different prices to different set people in a particular
public issue.comment on it

Answer 4

Regulation 30
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Question 5

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?

Question 6

What are the eligibility conditions for making a fast track issue (FTI)?

Question 7

Whether fast track issue can be proceeded just like an IPO or, are there
ainy other conditions to fast track issue? Explain.

Question 8

Define "Dissenting shareholders". What are the conditions for applicability of Exit offers by
dissenting to SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018?

Answer 8
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Question 9

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 250 and for QIB and NII is ₹300.
Examine the validity of proposal of the company in light of SEBI regulations. What
will be your answer if company is proposing 280 to anchor investors in book
building issue? Explain -

Answer 9
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Question 10

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?

Question 11

Hope Ltd. makes an issue worth 125 crore to the public, of which 20 crore was for
sale to existing shareholders. Explain the provisions regarding the utilisation of
proceeds and state whether any exception is available

Answer 11
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Question 12

Actnow Edge Limited, an unlisted company, is in the process of expanding its

business. For expansion, it needs funds of 200 crore. For raising 200 crore,
company has decided to bring an initial public offer through book building
mechanism. It has fixed a price band of 500-600. Referring to provisions ofSEBI
(Issue of Capital and DisclosureRequirements) 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?
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Answer 12

Question 13
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Answer 13

Question 14
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Answer 14
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Question 15

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 Regulation .

Answer 15
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Question 16

M/s Highspeed Ltd. manufacturing a car components for leading car

manufacturer. Its public issue of 500 crore was fully subscribed. The public issue
money ought to be utilized for setup an assembly-line for the existing business.
Out of₹ 500 crore, the company spent 400 crore 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.

Answer 16
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