397 . Application to1[Tribunal] for relief in cases of oppression. -
(1) Any member of a company who complain that the affairs of the company2[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 the1[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 affairs2[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 ,
the1[Tribunal] may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.
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1. Substituted by Act 31 of 19 65 , Section 67, for "Court" (w.e.f. 31-5-1991) and again Substituted by Act 11 of 2003, Section 44 for "Company Law Board". .
2.Substituted by Act 53 of 1963, Section 10, for "are being conducted" (w.e.f. 1-1-1964).