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(a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to him or any other member or members or in a manner prejudicial to the interests of the company; or
(b) the material change, not being a change brought about by, or in the interests of, any creditors, including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the company's shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members, may apply to the Tribunal, provided such member has a right to apply under section 244, for an order under this Chapter.
(2) The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter.

22. As indicated by the heading of Chapter XVI i.e. "Prevention of Oppression and Mismanagement", the object of an application under Section 241 of the 2013 Act is for relief in cases of oppression and mismanagement. A perusal of Section 241(1) indicates that entitlement is given to Member of a Company on fulfilment of conditions as contemplated under Section 244 of the 2013 Act to apply to the Tribunal. Sub section (2) of Section 241 of the 2013 Act empowers the Central Government to apply to the Tribunal for an order under Chapter XVI "if it is of the opinion that the affairs of the Company is conducted in a manner prejudicial to the public interest".

"86. The change of language and the consequential change of parameters for an inquiry relating to oppression and mismanagement from 1951 to 1956 and from 1956 to 2013 and thereafter can be best understood, if the anatomy of the statutory provisions are dissected and presented in a table:
         1913 Act (after the        1956 Act (with the            2013 Act
        Amendment Act 52             amendment made
              of 1951)            under Act 53 of 1963)
       (1)        Company's      (1)       Company's      (1)         Company's
       affairs are      being    affairs are      being   affairs have been or
       conducted in          a   conducted in         a   are being conducted
       manner--                   manner--                  in a manner--
       (a) Prejudicial to the    (a) Prejudicial to       (a) Prejudicial to any
       company's interest;       public interest; or      member or members;
       or                        (b) Oppressive to        (b)    Prejudicial   to
       (b) Oppressive to         any member or            public interest; or
       some part of the          members; or              (c) Prejudicial to the
       members; and              (c) Prejudicial to the   interests     of    the
                                 interests of the         company; or
                                 company; and             (d) Oppressive to any
                                                          member or members.
       (2) Winding up will       (2) Winding up will      (2) Winding up will
       unfairly and              unfairly                 unfairly
       materially prejudice      prejudice such           prejudice such
       the interests of the      member          or       member or members.
       company's or any          members.
       part of its members.

       (3) The object should
       be to bring to an
       end, the matters
       complained of."



under the 2013 Act as seen from the usage of the words "have been or are being" (but the conduct cannot be of a distant past). 87.2. Prejudice to public interest and prejudice to the interests of any member or members were not among the parameters prescribed in the 1913 Act, but under the 1956 Act prejudice to public interest was included both under the provision relating to oppression and also under the provision relating to mismanagement. Prejudice to the interest of the company was included only in the provision relating to mismanagement. But under the 2013 Act conduct prejudicial to any member or prejudicial to public interest or prejudicial to the interest of the company are all added along with oppression.