397. Application to Company Law Board for relief in cases of oppression.
Any members 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[ Company Law board] for an order under this section, provided such members have a right so to apply in virtue of section 399.
If, on any application under sub- section (1), the 1[ Company Law Board] is of opinion-
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
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[ Company Law Board] may with a view to bringing to an end the matters complained of, make such order as it thinks fit.