M.B.A. DEGREE EXAMINATION, NOVEMBER 2017.
Third Semester
Corporate Secretaryship
COMPANY LAW AND PRACTICE II
(CBCS 2013 onwards)
Time 3 Hours Maximum 75 Marks
Part A x 3 15)
Answer all the questions.
1. What do you mean by Limited Liability Partnership?
2. Write short note on Cost Audit.
3. What do you mean by mismanagement?
4. List out the documents and registers that can be
inspected.
5. Write a note on contributory.
Part B 10 50)
Answer all the five questions.
6. Discuss the provisions of the Companies Act
relating to inter-corporate investments.
Or
Explain the procedure for formation and
registration of producer companies.
Sub. Code
622301
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7. Enumerate the rights and duties of auditor.
Or
State the types of dividend and also explain the
system of ascertainment of divisible profits.
8. Explain the rule in Foss Vs Harbottle. What are the
exceptions to it?
Or
Explain the provisions relating to prevention of
oppression of minority shareholders and
mismanagement of companies.
9. Discuss the provisions of the Companies Act with
respect to investigation.
Or
Who can be appointed as inspectors? Enumerate the
powers of inspectors.
10. Discuss the procedure for creditors' voluntary
winding up.
Or
Enumerate the role of liquidator.
Part C 10 10)
Case study (Compulsory)
11. X,Y and directors of a company were the major
shareholders of the company. X was the chairman of the
company. At a meeting of the Board of Directors, it was
decided to increase the share capital. Y and Z did not
have the money to take up additional shares and feared
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Sp4
that in consequence, X would corner all shares and
become predominant in the company. So a general
meeting was called and it was resolved that the present
members alone should not benefit from-the prosperity of
the company, but others also should share, and a special
resolution was passed that the new shares may be offered
to about a dozen persons who were not members of the
company.
X rushed to the Court, complaining of oppression, saying
that Y and Z wanted to throw him out as director and
chairman of the company and they had passed a special
resolution to bring about a change in the management.
Define what amounts to oppression?
Discuss fully the chances, if any, of X succeeding in
the proceeding.