Alternative remedy to winding-up in cases of Oppression:

Cases have arisen from time to time where minority shareholders have found it difficult to resist oppression by the majority. Section 397 provided that where the affairs of a company are being conducted in a manner oppressive to some members the Company Law Board may, with a view to bringing to an end the matters complained of make such order as it think fit to remedy the position, when the winding-up of the company would unfairly prejudice the complaining members. A similar relief can be applied for in the case of mismanagement, where the affairs of the company are being conducted in a manner prejudicial to the interests of the company, or when a material change in the management or control of the company or in its constitution i s likely to prejudice the interest of members of the company [Section 398].