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16. Coming to applicability of Section 397 of the Act, it is relevant to note what Apex Court observed in Shanti Prasad Jain v. Kalinga Tubes Ltd. (1965) 35 Com Cas 351 : AIR 1965 SC 1535. As was observed in that case, it is not enough to show that there is just and equitable cause for winding up the company, though that must he shown as a preliminary to the application of Section 397. It must further be shown that the conduct of majority shareholders was oppressive to minority as members and this requires that events have to be considered not in isolation, but as part of a consecutive story. There must he continuous acts on the part of majority shareholders, continuing up to the date of petition, showing that affairs of the company were being conducted in a manner oppressive to some part of the members. The conduct must be burdensome, harsh and wrongful, and mere lack of confidence between the majority shareholders and the minority shareholders would not he enough, unless lack of confidence springs from oppression of a minority by a majority in the management of the company's affairs and such oppression must involve at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as a shareholder. Powers under this section confer discretion of a very very wide nature on the Court and should be exercised with care, otherwise any person disgruntled with the management of the company can put the whole business of the company into jeopardy by bringing proceedings under this section. The Court has to very carefully exercise power under Sections 397 and 398 and not so as to substitute management by Court for the existing management for every difference of opinion between the shareholders. It is necessary to show not merely that there has been some sort of oppression of any shareholders, but that the affairs of the company are being conducted in an oppressive manner. A mere general allegation that 'the affairs of the company arc conducted in a manner oppressive to any part of its members including one or more of the applicants is not enough. Nor is it enough that an isolated act or incident is oppressive. The words 'are being conducted' suggest a course of oppressive conduct which must exist at the date of the petition. (See Re : Fildes Bros. Ltd. (1970) 1 All ER 923 (Ch. D.). The application must give particulars as regards the oppressive manner. Delay in seeking relief under Section 397 and Section 398 will not by itself bar the remedy, but if the delay is evidence of acquiescence or condonation of a wronful act. Court may not exercise its dispretion in granting relief. In determining whether there is oppression or not. Court has to look at the substance of the matter. Oppression is any act exercised in a manner burdensome, harsh and wrongful. It is not lack of confidence between shareholders per se that brings Section 397 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 involves, at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as shareholders. Oppression occurs when shareholders, having a dominant power in a company, either (1) exercise that power to procure that something is done or not done in the conduct of the company's affairs, or (2) procure by an express or implicit threat of an exercise of that power that something is not done in the conduct of the company's affairs; and when such conduct is unfair or, to use the expression adopted by Viscount Simonds in Scottish Co-operative Wholesale Society Ltd. v. Mayer (1958) 3 All ER 66 (HL) "burdensome, harsh and wrongful," to the other members of the company or some of them, and lacks that degree of probity which they are entitled to expect in the conduct of the company's affairs. Oppression must import that the oppressed are being constrained to submit to something which is unfair to them as the result of some overbearing act or attitude on the part of oppressor. (See In re Jernyn Street Curkish Baths Ltd. (1971) 3 All ER 184). Section 398 deals with the case of mismanagement. Bona fide decisions consistent with the company's memorandum and articles are not to be equated with mismanagement, even if they turn out to be wrong in the circumstances or they cause temporary losses.