397. Application Company Law Board for relief in cases of oppression

(1) Any member of a company who complain that the affairs of the company ² [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members (including any one or more of themselves) may apply to the ¹[Tribunal] for an order under this section, provided such members have a right so to apply in virtue of section 399.

(2) If, on any application under sub-section (1), the Court is of opinion-

(a) that the company's affairs ² [are being conducted in a manner prejudicial to public interest or] in a manner oppressive to any member or members; and

(b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up,

the ¹[Tribunal] may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.