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(5) The power conferred on the Court to grant a remedy in an appropriate case appears to envisage a reasonably wide discretion vested in the Court in relation to the order sought by a complainer as the appropriate equitable alternative to a winding-up order.

(16) and 17)** ** **

18. In Harmer's case (1958) 3 All ER 689, it was held that 'the word oppressive meant burdensome, harsh and wrongful'. It was also held that 'the section does not purport to apply to every case in which the facts would justify the making of a winding up order under the 'just and equitable' rule, but only to those cases of that character which have in them the requisite element of oppression'. It was also held that 'the result of applications under Section 210 in different cases must depend on the particular facts of each case, the circumstances in which oppression may arise being so infinitely various that it is impossible to define them with precision'. The circumstances must be such as to warrant the inference that 'there had been, at least, an unfair abuse of powers and an impairment of confidence in the probity with which the company's affairs are being conducted, as distinguished from mere resentment on the part of the minority at being outvoted on some issue of domestic policy. The phrase 'oppressive to some part of the members' suggests that their conduct complained of 'should at the lowest involve a visible departure from the standards of fair dealing, and a violation of the conductions of fair play on which every shareholder who entrusts his money to a company is entitled to rely. . . . But, apart from this, the question of absence of mutual confidence per se between partners, or between two sets of shareholders, however, relevant to a winding up seems to have no direct relevance to the remedy granted by Section 210. It is oppression of some part of the shareholders by the manner in which the affairs of the company are being conducted that must be averred and proved. Mere loss of confidence or pure deadlock does not come within Section 210. It is not lack of confidence between shareholders per se that brings Section 210 into play, but lack of confidence springing from oppression of a minority by a majority in the management of the company's affairs, and oppression involved at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as a shareholder.'

18. In Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holdings Ltd, the Supreme Court extensively considered the law and the concept of oppression with reference to Section 397 of the Companies Act, 1956 and Section 210 of the English Companies Act, 1948. The said summary issued by the Supreme Court is by way of guidance and we find that reference to the summary shall be apt to appreciate the concept of oppression. The relevant part of the summary reads thus :

"44. Coming to the law as to the concept of oppression, Section 397 of our Companies Act follows closely the language of Section 210 of the English Companies Act of 1948. Since the decisions on Section 210 have been followed by our Court, the English decisions may be considered first. The leading case on oppression under Section 210 is the decision of the House of Lords in Scottish Co-op. Wholesale Society Ltd. v. Meyer [1959] AC 324. Taking the dictionary meaning of the word 'oppression', Viscount Simonds said at page 342 that the appellant society could justly be described as having behaved towards the minority shareholders in an oppressive manner, that is to say, in a manner 'burdensome, harsh and wrongful'. The learned Law Lord adopted, as difficult of being bettered, the words of Lord President Cooper at the first hearing of the case to the effect that Section 210 'Warrants the Court in looking at the business realities of the situation and does not confine them to a narrow legalistic view'. Dealing with the true character of the company, Lord Keith said at page 361 that the company was in substance, though not in law, a partnership, consisting of the society, Dr. Meyer and Mr. Lucas and whatever may be the other different legal consequences following on one or other of these forms of combination, one result followed from the method adopted, 'which is common to partnership, that there should be the utmost good faith between the constituent members'. Finally, it was held that the Court ought not to allow technical pleas to defeat the beneficent provisions of Section 210 (page 344 per Lord Keith; pages 368-36 per Lord Denning).

Isolate acts of oppression will not normally be sufficient to justify relief under the section: the words used in the section, "the affairs of the company are conducted in a manner oppressive ..." suggest prima facie a continuing process; but they are wide enough to cover oppression by anyone who is taking part in the conduct of the affairs of the company whether de facto or de jure. It is not essential that the alleged oppressor is oppressing in order to obtain a financial benefit; conduct maybe oppressive under the section even if it is due simply to the controlling shareholder's overwhelming desire for power and control. An act of omission might amount to oppressive conduct if it is shown that it was designed to achieve some unfair advantage over those claiming to be oppressed. Allegations of unwise, inefficient and careless conduct against a, director in the performance of his duties cannot in themselves give rise to any claim for relief under the section, and a petition limited to such allegations will be dismissed in limine."

23. In H.R. Harmer, the Court of Appeal, with reference to Section 210 of the English Companies Act, 1948 held that the word "oppressive" meant, "burdensome, harsh and wrongful" and that viewing the events proved as a consecutive whole, the affairs of the company if conducted in a manner oppressive to the members, the case for relief under Section 210 could be made out.

24. The legal position is fairly established that in order that the court may make an order under Section 397, the court must be satisfied, Firstly, the company's affairs are being conducted in the manner oppressive to any members as the members, secondly, 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 and, thirdly, that winding-up order would unfairly prejudice the applicants. For a relief under Section 397, "a conduct which lacks in probity, conduct which is unfair and which causes prejudice to the petitioner in the exercise of his legal and proprietary rights as a shareholder" must be shown to exist. The relevant interests are the interests of the members not necessarily limited to strict legal rights under the Companies Act or the company's constitution (Articles of Association) but the court may take into account wider-equitable considerations. Put it more analytically : (z) that the oppression complained of must affect a person in his capacity or character as a member of the company; (ii) there must be continuous acts constituting oppression upto the date of the petition; (iii) the events had to be considered not in isolation but as a part of continuous story; (iv) it must be shown as preliminary to the application of Section 397 that there is just and equitable ground for winding up the company; and (v) the conduct complained of can be said to be 'oppression' only when it could be said that it is burdensome, harsh and wrongful. Section 397 allows the court to intervene, of course on equitable considerations, where there is visible departure from the standards of fair dealing. While doing so the court may keep in mind the history and particular structure of the particular company and whether the detriment occasioned to complaining member's interest arises from the acts or conduct of the company complained. "Oppression" may be due to a desire to obtain power or control. It may also manifest itself in a denial of rights. The position that emerges from catena of cases is that an isolated act which is contrary to law may not necessarily and by itself support the inference that the violation of law was burdensome, harsh and wrongful, but a series of illegal acts following upon one another, can, in the context lead justifiably to the conclusion that they are part of the same transaction, of which the object is to cause or commit the oppression of person against whom acts are directed.