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Course : Masters in Business Administration (MBA 4 Sem)

Subject : Corporate Law

Answer the following question.

Q1. State procedure for enquiry on complaints under S 19 (10marks)

Answer: 1. On receipt of a complaint or a reference from the Central Government or a State
Government or a statutory authority or on its own knowledge or there exists a prima facie case, it
shall direct the Director General to cause an investigation to be made into the matter. Information,
under section 19, if the Commission s of the opinion that

2. The Director General shall, on receipt of direction under sub-section (1), submit a report on his
findings within such period as may be specified by the Commission.

Q2. What are the Rights and liabilities of Incoming partners (10marks)
Answer: The Partnership Deed contains the mutual rights, duties and obligations of the partners, in
certain cases, the Partnership Act also makes a mandatory provision as regards to the rights and
obligations of partners. When there is no Deed or the Deed is silent on any point, :ne rights and
obligations as provided in the Partnership Act shall apply.

Rights of a Partner:The rights of a partner are as follows:

i. Right of the partner to take part in the day-to-day management of the firm.
ii. Right to be consulted and heard while taking any decision regarding the business.
iii. Right of access to books of accounts and call for the copy of the same.
iv. Right to share the profits equally or as

Q3. How to resolve disputes (10marks)

Answer: Often the most costly part of resolving a dispute is the time spent dealing with it instead of
running your business. Your dispute may be with a customer, supplier, business partner or
employee. In each case how you manage the dispute may vary, however there are some key steps
you can follow to handle the issue and retain good business relationships.

Tips to help you manage a dispute:

Compile your facts and evidence

Document the key details of the dispute. This
Q4. How to convert public company into a private company (10marks)
Answer: There are largely two types of Companies, One is a Private Limited Company and the other
is Public Limited Company. Public Company is defined in S. 2 (68) of the Companies Act, 2013 and
Private Company is defined Under S. 2 (69) of the Companies Act, 2013. For our understanding, we
can derive that Private Companies are those Companies whose articles of association restricts the
transferability of shares and prevent the public at large for subscribing to them. This is the basic and
important difference between a Private Company and

Q5. How issue of securities to person resident outside India take place
(10marks)
Answer: In exercise of the powers conferred by clause (b) of sub-section (3) of Section 6 and Section
47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India hereby
makes the following amendments in the Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2000 (Notification No. FEMA 20/2000-RB
dated 3rd May, 2000), namely:-

1. Short Title and Commencement:-

Q6. Discuss FDI (10marks)

Answer: A foreign direct investment(FDI) is an investment in the form of a controlling ownership in a
business in one country by an entity based in another country. It is thus distinguished from foreign
portfolio investment by a notion of direct control. The origin of the investment does not impact the
definition as an FDI: the investment may be made either "inorganically" by buying a company in the
target country or "organically" by expanding operations of an existing business in that country.

Broadly, foreign direct investment includes "mergers and acquisitions, building new facilities,
reinvesting profits earned from overseas operations and intra company loans". In a narrow sense,
foreign direct investment refers just to building new facility, a lasting management interest (10
percent or more of voting stock) in an ente

Q7. Explain acquisition and agreement (10marks)

Answer: An acquisition is defined as a corporate transaction where one company purchases a
portion or all of another company’s shares or assets. Acquisitions are typically made in order to take
control of, and build on, the target company’s strengths and capture synergies. There are several
types of business combinations: acquisitions (both companies survive), mergers (one company
survives), and amalgamations (neither company survives).

Benefits of Acquisitions
Acquisitions offer the following advantages for the acquiring party:

Q8. Explain dissolution. (10marks)

Answer: Dissolution is the end of the legal existence of the corporation, basically “corporate death.”
It is not the same as liquidation, which is the process of paying the creditors and distributing the
assets. Until dissolved, a corporation endures, despite the vicissitudes of the economy or the
corporation’s internal affairs.
Voluntary Dissolution
Any corporation may be dissolved with the unanimous written consent of the shareholders; this is a
voluntary dissolution. This provision is obviously applicable primarily to closely held corporations.
Dissolution can also be accomplished even if some shareholders dissent. The directors must first
adopt a resolution by majority vote recommending the dissolution. The shareholders must then
have an opportunity to vote on the resolution at a

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