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FOR CS EXECUTIVE EXAM PREPARATION
CS Executive 2026
Question Paper ·
Capital Markets and
Securities Laws (Hindi
Medium)
EXAM YEAR TYPE
CS Executive 2026 Question Paper
SUBJECT DATE
Capital Markets and Securities Laws (Hindi Medium) June 2026
Notes · Sample Papers · Previous Year Papers · Mock Tests
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NEW SYLLABUS
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1.
I
1. Fin Tech Limited
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SEBI (Depositories and Participants) 2018
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4%
6%
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FinTech Limited
(CFO)
(Regulation)
(i) FinTech Limited (Net Worth)
(ii)
(iii) FinTech Limited CFO
(iv)
(v) FinTech Limited
(5×2=10)
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Sun Advisory Services
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Sun Advisory Services
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a
100
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Securities and
Exchange Board of India SEBI (Investment Advisers) (Second Amendment) Regulations,
2024
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50 (Net worth)
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s em la Sun Advisory Limited
gla ag
a
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(Regulation)
(i) SEBI Regulation
(ii)
(iii) Sun Advisory Services SEBI
(iv) Sun Advisory Services (Net
worth)
(v) Sun advisory services
(5×2=10 )
2 2
2. Green Tech India Limited N Vice-President
(Operations)
Securities
and Exchange Board of India (SEBI)
SEBI
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Securities Contracts (Regulation) Act, 1956 23C, 23D 23E
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a (SPAC)
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Innovate Corporation Limited
IPO 25 USD
USD 50,000
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SPAC
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Regulations of the Securities
and Exchange Board of India
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(5
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National Stock Exchange D
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4 D SEBI SZN Limited
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14 2026 SEBI 50 D
D 18
L D L, SEBI Act, 1992 SEBI
(5
Depository Act, 1996 20
iv BPR Limited
Securities and
Exchange Board of India
(5 )
II
3. Sun Limited CFO
(1 )
(4+1=5 )
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Moon Limited M
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(5
500
10
(Non-executive director) 4
(MD & CEO ) 3
3
. c om
SEBI Regulation
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SEBI Regulation
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a Tech Solution Limited SEBI
(LODR) Regulations, 2015 (As amended)
4. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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(5 )
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Blue Sky Limited
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a SEBI
(5 )
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ASR Limited Bombay Stock Exchange National Stock Exchange
1 2024
MD
5
5. National Stock Exchange of India Glory Limited
SEBI (Buy-Back of Securities) Regulations, 2018
30
60 25
52 68
250
230
SEBI Buy Back Regulations
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31 2026 MF Mutual Fund Scheme
.co s e m
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l a s a g
ag = ` 52,00,000
= ` 18,00,000
= ` 10,00,000
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em
= ` 3,20,000
l a s
a g
= ` 2,50,000
= ` 1,80,000
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= ` 1,50,000
c. o s e m
s em l a
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= ` 1,20,000
gla
a = ` 70,000
= ` 1,60,000
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15,000 22
1 2025 8,00,000
(i) (Total Net Assets)
(ii) (NAV)
2+3=5
Green Earth Plantation Limited SEBI
1999
15 (Subscription) 21 2026
30 2026 ` 14 16
Green Earth Plantation
Limited (Subscription List)
(5 )
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6
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6.
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(Discovered Price)
(Disqualification from being appointed as
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Mutual Fund Trustees)
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(5×3=15 )
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. (i) National Stock Exchange Newage Electronics Limited
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N
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ag SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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(ii) Innovators Growth Platform Star Limited
(Public Offer)
SEBI (Delisting of Equity Shares) Regulations,
2021 Regulation 36
(iii) Growmore Mutual Fund
Growmore Mutual Fund
————— o —————
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NEW SYLLABUS
Roll No. ..................................... : 13 :
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Time allowed : 3 hours Maximum marks : 100
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Total number of questions : 6 Total number of printed pages : 12
NOTE : Answer ALL Questions.
PART–I
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1. (a) FinTech Limited, a newly incorporated company from the rapidly growing digital finance
e m market infrastructure by establishing itself as
a s
sector, aims to enter into the securities
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ag participant. Because, with the increase in paperless trading
a new and leading depository
and growing investors’ participation, its management believes this as a lucrative opportunity.
Therefore, the management applies for registration under SEBI (Depositories and
Participants) Regulations, 2018. The company proudly claims to have cutting-edge
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ambitions. But, in real terms, it presents a mixed picture of preparedness.
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The company has a net worth of ` 75 crore. Management feels this
s a
to meet the general infrastructure for such an institution. lIts promoters, consist entirely
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a of private investors and venture capitalists in India, with no Financial Institution
participations. X, an Indian resident is holding about four percent of the paid-up equity
capital and desirous to increase it by additional six percent of the capital.
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The company is yet to develop technological infrastructure and secure systems to maintain
electronic records of securities. The management team is very enthusiastic and energetic,
though they don’t have prior experience in handling large-scale securities market
operations.
Despite its ambitious vision to revolutionize the depository business, management of
FinTech Limited know that there will be more challenges in the smooth running of
the operations. Because, management feels there will be some operational issues on
reconciling the records of dematerialised securities on monthly basis, as well as, the
audit report required for the purposes of reconciliation of the total issued capital,
listed capital and capital held in the dematerialized form etc. can be issued by their
Chief Financial Officer [CFO], he is yet be appointed.
Based on these scenarios, determine the legal position with respect to the provisions
of the said Regulation on the below aspects :
(i) Meeting the net worth requirements by FinTech Limited.
(ii) FinTech Limited wants to reconcile the records of demat securities on monthly
basis.
(iii) Is the CFO of FinTech Limited eligible to issue the audit report ?
(iv) Experience and capability of the Management, and
(v) Regulations that will be applicable to FinTech Limited, as Depository ?
(5×2=10 marks)
1/2026/CMSL Contd. ........
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(b) Sun Advisory Services, a growing financial advisory firm, has recently expanded its
c o m
client base by offering both full-time and part-time advisory services. The firm has
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started .referring to some of its employees as “part-time investment advisers” in its e
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official communications and promotional materials. However, these advisers are g
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ag a large number of clients and providing advisory services alongside other professional
handling
engagements.
In addition to this, Sun Advisory Services has not clearly disclosed the limitations
and scope of services offered by such part-time advisers to its clients. It also continues
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to onboard new clients without properly monitoring the number of clients being handled
handling close to 100 clients.se
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by each adviser. As a result, even some of the experienced part-time advisers are
g la
With the objectives of a
strengthening investor protection and improving transparency
in the advisory ecosystem, the Securities and Exchange Board of India introduced
the SEBI (Investment Advisers) (Second Amendment) Regulations, 2024. Therefore,
these amendments brought significant changes, especially in the classification and functioning
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of investment advisers. However, the firm is planning to operates with ` 50 crore
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of net worth limit.
em l a s
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As a result, in a recent regulatory review, questions are raised regarding whether Sun
ag Advisory Services has complied with the amended provisions
scope, disclosure and operational limits of part-time investment advisers. Concerns are
also expressed about investor protection and the clarity of communication maintained
by the firm.
1/2026/CMSL P.T.O.
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Based on these scenarios, determine the legal position with respect to the provisions
of the said Regulation on the below aspects :
(i) Explain the concept of part-time investment adviser as introduced in the amended
provisions of SEBI regulation.
(ii) State the restrictions on the number of clients for a part-time investment adviser,
(iii) Which SEBI Regulation(s) will be applicable to the Sun Advisory Services ?
(iv) What is the limit of net worth requirement for Sun Advisory Services, as an
investment adviser ?
(v) State the provisions of compliance audit for Sun Advisory Services.
(5×2=10 marks)
Attempt all parts of either Q. No. 2 or Q. No. 2A
2. (a) N, has recently been elevated from the post of Vice-President (Operations) to Director
in a listed company named Green Tech India Limited. In his first board meeting,
he wanted to know from their Company Secretary about a bond and also how many
types of bonds are issued in the Indian Capital Market ?
(5 marks)
(b) With online digitalization of the day-to-day operations in the Indian Stock Exchanges,
their operational risks have been increased multifold. To mitigate these risks, in the
recent past, Securities and Exchange Board of India [SEBI] has initiated various risk
management measures. Elaborate the initiatives taken by SEBI, in this aspect.
(5 marks)
1/2026/CMSL Contd. ........
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(c) Elaborate the penalties as imposed under Section 23C, 23D and 23E of the Securities
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Contracts (Regulation) Act, 1956.
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a
(5 marks)
(d) gl Innovate Corporation Limited, a Special Purpose Acquisition Company (SPAC),aproposes
a
to list its shares on the recognised stock exchange under the prescribed regulatory
framework. The company desirous to raises USD 25 Million through on IPO. Further,
the company allows investors to apply with a minimum application size of USD 50,000.
Examine, the listing compliances of SPACs, as required under the regulatory provisions.
m
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OR (Alternative question to Q. No. 2)
2A. (i) A rights issue allows existing shareholder to subscribe for additional share(s). Shareholders
also have an option to transfer the rights to another person through renunciation. Explain
the concept of right entitlement and the procedure to renounce such rights, as per
the regulations of the Securities and Exchange Board of India.
m (5 marks)
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D, is a senior director of ARN Limited, a listed entity with National Stock Exchange.
las ag
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About 4 months ago, D received a summon (in his personal capacity) from the SEBI
a regarding his involvement in the insider trading activities of SZN Limited. Both these
companies are not related to each other, in any way i.e., neither common board,
nor directors or management etc.
1/2026/CMSL P.T.O.
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On 14th May 2026, SEBI imposed a penalty of ` 50 lakhs on D. Due to this
incident, D got a heart-attack and died on 18th May. L, is the legal representative
of D. Is L responsible to pay the penalty imposed by SEBI under the SEBI Act,
1992 or not ? Give answer with justification.
(5 marks)
(iii) Which act(s) constitutes an offence for an individual, under Section 20 of the Depository
Act, 1996 ? And what are the penalties provided under the Act for such offence ?
(5 marks)
(iv) In the last board meeting of BPR Limited, its board suggested to explore the possibility
of entering into the business of intermediaries. Being their Company Secretary, enlist the
general obligations of an intermediaries as prescribed by the Securities and Exchange Board
of India and state the period for which the certificate of registration remains valid.
(5 marks)
PART–II
3. (a) In your recent interaction with the new CFO of Sun Limited, he wanted to know
the restrictions on a bonus issue. Elaborate.
(4 marks)
Can a bonus issue, be withdrawn ?
(1 mark)
(4+1=5 marks)
1/2026/CMSL Contd. ........
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(b) Moon Limited is passing through its financial crises. M, the new Managing Director,
o m m
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immediately on his joining wanted to know from you about the objectives for which
m . Bonds’ can be issued ? s e
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a ‘Social
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a marks)
ag Tech Solutions Limited, a listed company with its high market capitalization ranks among
(5
(c)
the top 500 entities. Its board consist of 10 directors. The Chairperson is a non-
executive director and also a promoter of the company. The board comprises 4 executive
directors (including MD and CEO), 3 non-executive non-independent directors and
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3 independent directors (all male). There is one woman director who is a non-executive
em However, the company claims full compliance
non-independent nominee from a financial institution. A shareholder raises concerns about
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the non-compliance of SEBI Regulations.
under SEBI Regulation. Asga Company Secretary, assess whether Tech Solution Limited
a
is complying with the SEBI (LODR) Regulations, 2015 (as amended) and highlight
the violations if any with reasons thereof.
(5 marks)
4. (a) Elaborate in detail the role of a Company Secretary, under the SEBI (Listing Obligations
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and Disclosure Requirements) Regulations, 2015.
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s em Blue Sky Limited has recently received a notice from thea SEBI, regarding violation
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(b)
ag of various provisions under the Act. While discussing
of the senior directors raised a question regarding the manner of service of summons
and notices issued by the SEBI. Being their Company Secretary, elaborate the procedure.
(5 marks)
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(c) ASR Limited has voluntarily delisted its equity shares, from the Bombay Stock Exchange
and the National Stock Exchange on 1st December, 2024. However, with recent changes
in its top management, the new Managing Director wants to get the shares relisted
in both the stock exchanges with immediate effect. Advise with reason, the validity
of the proposal suggested by the new MD for re-listing of shares in both the stock
exchanges.
(5 marks)
5. (a) Glory Limited, a listed company with the National Stock Exchange of India, proposes
to buy back its shares under the SEBI (Buy-back of Securities) Regulations, 2018.
At the time of buy-back proposal, the company has a paid-up equity share capital
of ` 30 crore and free reserves of ` 60 crore. The Board of Directors approves
a buyback of ` 25 crore. The company also had secured debts of ` 52 crore
and unsecured debts of ` 68 crore. The buyback price is fixed at ` 250 per share,
whereas its current market price of equity share is ` 230 per share. Evaluate, whether
the proposed buyback is in compliance with the SEBI Buyback Regulations, or not ?
(5 marks)
1/2026/CMSL Contd. ........
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(b) MF mutual fund scheme has the following details at on 31st March, 2026.
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Assets . : s e
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g la Market value of equity shares = ` 52,00,000 a
a
Market value of government securities = ` 18,00,000
Corporate bonds = ` 10,00,000
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Accrued dividend and interest = ` 3,20,000
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Cash and bank balance = ` 2,50,000
Other receivables = ` 1,80,000
Liabilities :
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Management fees payable = ` 1,50,000
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Other expenses payable = ` 1,20,000
gla ag
a Trustee fees payable = ` 70,000
Outstanding liabilities = ` 1,60,000
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During the year, the scheme issued 15,000 new units at ` 22 per unit. The scheme
had 8,00,000 units outstanding as on 1st April, 2025.
You are required to calculate :
(i) Calculate the total net assets of the scheme, and
(ii) Calculate the Net Asset Value (NAV) per unit.
(2+3=5 marks)
(c) Green Earth Plantation Limited, a Collective Investment Management Company registered
under the SEBI (Collective Investment Schemes) Regulations, 1999. It has launched
a new plantation scheme and issued an offer document to the public. The document
stated that the subscription list would remain open for 15 days. The company opened
the subscription on 21st May 2026 and closed on 30th May 2026. At the time
of closure, the scheme had collected ` 14 crore from 16 investors. The company
proceeded with the scheme and began utilizing the funds for plantation activities. Examine,
whether Green Earth Plantation Limited has complied with the regulatory compliances
regarding closure of the subscription list, or not ? Give reasons to support your answer.
(5 marks)
1/2026/CMSL Contd. ........
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Attempt all parts of either Q. No. 6 or Q. No. 6A
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6. Write short notes on the following :
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(a) laObligations of debenture trustees under Issue and listing of Non-convertibleasecurities
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(b) Discovered price under delisting of equity shares
(c) Prohibition of buy-back
(d) Disqualification from being appointed as Mutual Fund Trustees
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(e) Periodic and continual disclosure as general obligation of Collective Investment
l a s
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Management Company
a
(5×3=15 marks)
OR (Alternative question to Q. No. 6)
6A. (i) N, a newly appointed director of Newage Electronics Limited, a listed company with
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the National Stock Exchange. In his first Board meeting, there was an agenda item
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for Omnibus approval. He wanted to understand from you, being their Company
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Secretary, the provisions for approval of the same under the SEBI (Listing Obligations
a and Disclosure Requirements) Regulations, 2015. Explain.
(5 marks)
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(ii) Star Limited, is a listed company with Innovators Growth Platform. In the recent
past, it has made its initial public offer. However, in the forthcoming board meeting
there is an agenda item for delisting of its equity shares. List down the compliances,
required under Regulation 36 of the SEBI (Delisting of Equity Shares) Regulations,
2021 for delisting of equity shares.
(5 marks)
(iii) Growmore Mutual Fund is doing well in the capital market. However, one of its
senior directors suggested that despite their fund schemes are doing good, still their
operations carries various risks. Being the company secretary of Growmore Mutual
Fund, list down the various risks the business may have.
(5 marks)
————— o —————
1/2026/CMSL Contd. ........
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