Application to [Tribunal] for relief in cases of oppression :
Section – 397. (1) Any members of a company who complain that the affairs of the company[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 [Tribunal ] for an order under this section, provided such members have a right so to apply in virtue of .
(2) If, on any application under sub-section (1), the [Tribunal] is of opinion—
(a ) that the company’s affairs [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 [ Tribunal] may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.