(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[ Company Law Board] may with a view to bringing to an end the matters complained of, make such order as it thinks fit.