Tiêu đề Dheera test 2 Answerkey (1).pdf ✅

Dheera Test Series [2] Visit Us: www.dheeratests.com 2. 1) C Explanation: Section 28(1) of the Companies Act, 2013, states that in the case of Offer for Sale (OFS) by existing shareholders, the company shall be deemed to have issued the prospectus for the purpose of attracting public subscription, and thus, all provisions relating to prospectus including liabilities for misstatements under Section 34 shall apply. So, even in OFS, the company cannot escape liability for a misleading prospectus. Caution: Many students wrongly believe that since shares are offered by existing shareholders, the company is not responsible (Option B). However, Section 28 deems the company as the issuer. Option A is incorrect as Sections 26–31 do apply through the deeming fiction. Option D brings in underwriter liability, but that is not relevant to company’s liability under S.34. 2)B Explanation: Section 29(1)(b) of the Companies Act, 2013 mandates that every public offer shall be made only in dematerialised form. The requirement is irrespective of whether shares are freshly issued or offered for sale by existing shareholders. Thus, even in OFS, shares must be held in demat form with a depository. Caution: Students often choose Option A, assuming Section 29 applies only to fresh issues, but that’s incorrect. Option C confuses with SEBI's listing norms – Section 29 does not talk of capital threshold. Option D incorrectly restricts Section 29 to private placements, which is not true. 3)C Explanation: As per the underwriting agreement and SEBI guidelines, the underwriter is liable to subscribe to unsubscribed portion of the underwritten shares. Since 10 lakh out of 20 lakh underwritten shares were not subscribed by the public, Bharat Finvest Ltd. must pay for those 10 lakh shares. This applies regardless of whether it is a fresh issue or OFS. Caution: Students often believe that underwriting does not apply to OFS (Option D), which is wrong.

[4] Visit Us: www.dheeratests.com Part – B Question No 1A Provision: As per Section 27 of the General Clauses Act, 1897, where any Central Act or Regulation requires any document to be served by post, then unless a different intention appears, service shall be deemed to be effected by properly addressing, pre-paying and posting by registered post, and such service shall be deemed to be effected in the ordinary course of post, even if the addressee does not receive it. Analysis: In the present case, the company: Properly addressed the notice to the last known address of Mr. Aiyar. Sent it via Registered Post Acknowledgment Due (A.D.) on 14th June 2023. As per tracking, a delivery attempt was made on 17th June 2023. The postal remark was “addressee moved”, and the letter was returned. Since Mr. Aiyar did not officially update his address in the company records nor informed the change of residence, and the company used the last available address, the presumption of valid service under Section 27 arises Conclusion: Yes, a presumption of valid service can be made under Section 27. The notice was sent by registered post, properly addressed, and pre-paid. Hence, Shakti Nutraceuticals’ action is legally tenable, and Mr. Aiyar cannot claim invalid service merely due to his uncommunicated change of address. 💡Award marks only if the students Includes the highlighted technical points. No marks for generic or Vague content. Partial marks only if near – accurate ICAI terms used. 0.5 M 0.5 M 1 M 1 M 1 M 1 M