) Alteration in the memorandum or articles of the company

7. (a) What constitutes and what does not constitute oppression of members?
Explain with reference to decided cases. [May, 19921
(b) In case of oppression, who can complain and to whom? [May, 19921
(c) What are the powers of the authority if oppression is proved? [May,19921
8. When can the Company Law Board under Section 398 of the Companies Act, 1956
provide relief to an aggrieved party, against 'mismanagement'? [November, 19911
9. Under what circumstances may the Central Government exercise its powers to remove any of the managerial personnel from their office? State also the powers of the Central Government with regard to the period of disqualification of
persons so removed. [May, 19911
10. Discuss the powers of the Company Law Board to pass the following orders on
applications seeking reliefs for oppression and mismanagement:
(i) Termination or modification of any agreement between the company on
the one hand, and the Managing Director or Director or any other person,
on the other.
(ii) Alteration in the memorandum or articles of the company. [November, 19971
11. A group of shareholders consisting of 25 members decides to file a petition before the Company Law Board for relief against oppression and mismanagement by the Board of Directors of Mis Fly By Night Operators Ltd. The company has a toal of 300 members and the group of 25 members holds one-tenth of the total paid-up share capital accounting for one-fifteenth of the issued share capital. The main grievance of the group is that due to mismanagement by the Board of Directors, the company is incurring losses and the company has not declared any dividends even when profits were available in the past years for declaration of dividend. Advise the group of shareholders regarding the success of (i) getting the petition admitted and (ii) obtaining relief from the Company Law Board.
[May, 19991
12. A group of shareholders of Mis. High Profile Engineering Company Ltd. has filed a petition before the Company Law Board alleging various acts of oppression and mismanagement by the majority shareholders. The petitioner group holds 15% of the issued share capital of the company. During the course of hearing before CLB, some of the petitioner group of shareholders holding about 6% of the issued share capital of the company have withdrawn their consent by stating that they were misled by the group to sign the petition and after coming to know of the true facts they have disassociated themselves with the petition and they alongwith the other majority shareholders have submitted that the petition should be dismissed on the ground of non-maintainability. Examine their contention having regard to the
provisions of the Companies Act. [November, 19991
13. (a) ABC Private Limited is a company in which there are eight shareholders. Can a member holding less than one-tenth of the share capital of the company apply to the Company Law Board for relief against oppression and mismanagement?
(b) It is alleged by the said member that the Directors of the Company have misused their position in making certain inter-corporate deposits which are
against the interests of the company. Will the Company Law Board enter-. tain application containing such allegation in the case of a private com
pany? [May, 20001