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46. The question as to whether any prejudice has been caused to the applicants or not is a matter which has to be considered keeping in view the cumulative effect of the acts of omission and commission on the part of the alleged oppressor. It may be true that violation of any provision of the Companies Act by itself may give rise to a cause of action but we may note that the said question has been considered by the Apex Court in Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd., . Reference in this connection may also be made to the decision of the Gujarat High Court in Sheth Mohanlal Ganpatram v. Shri Sayaji Jubilee Cotton and Jute Mills Co., and Elder v. Elder and Watson, reported in 1952 SC 49. Both the aforementioned decisions have been considered by the Apex Court in Needle Industries (supra).

76. In a proceeding under Section 397/398 of the Companies Act, it is not necessary that all the allegations made in the application must be proved to the hilt.

77. For the purpose of holding that the conduct of a particular group amounts to oppression the same should be harsh and wrongful. It does not include an isolated incident but there must be a continuing course of oppressive conduct. However, such provisions are not confined merely to conduct designed to secure pecuniary advantage to the oppressors, they may cover wrongful usurption of authority even though the affairs of the company proper in consequences. See paragraph 1011 of Halsbury's Laws of England, Vol. 7, 4th Edn.

92. In Re a company ex parte Shooter Re a company ex parte Broadhurst reported in 1990 BCLC 384 upon which strong reliance had been placed by the respondents it has been directed that the majority should sell their shares in favour of the minority shareholders.

93. However, the said decision did not and has not laid down any broad proposition nor can the said rule be applied in all situations. The Court there directed the oppressor to sell their shares to the oppressed in the special facts and circumstances of that case. The Court appeared to have been prompted to give such unusal direction in view of continued and repeated mismanagement of the company in question and that the company too was a football company whose activities are far from similar to those of the company in the instant case. In the matter of management of a football company the competence of the persons at the helm of the affairs of such a company was held to be crucial for the purpose of running the same. The Court in that case held that the majority by reason of their continued and repeated misconduct and mismanagement was wholly unfit to run the company. The said decision cannot possibly have any application in the facts and circumstances of this case as would be evident from the facts related in the said case. The wrongdoers therein were held to have committed repeated failures to hold annual general meeting, lay accounts before the members illegally, issuing new share etc. In the instant case, that nature of the alleged wrongdoing is totally different. Moreover, the gravity if any, is far less than those which had been committed in the said case. Further what is most important is that in the instant case no cases has been made out of mismanagement at all. In the said case it was held that the persons in management being the majority were unfit to run the company and that was one of the principal reasons which prompted the Court to give direction upon the oppressor to sell out to the oppressed. There was also a public element involved in the said case in view of the nature of the company where the members subscribed to the company not for the purpose of or with a view to earn dividends but for the purpose of and with view to see that the company's football team could perform better to earn reputation for the locality. In the instant case there is also no allegation of manipulations of accounts.

98. In Scotish Co-operative Wholesale Society Ltd. v. Mayer reported in 1958 (3) All ER 66 Lord Denning, J., held :--

"One of the most useful orders mentioned in the section which will enable the Court to do justice to the injured shareholders is to order the oppressor to buy their shares at a fair price, and a fair price would be, I think, the value which the shares would have had at the date of the petition, if there had been no oppression. Once the oppressor has bought the shares, the company can survive."