According to the Dictionary meaning of word, is any act exercised in a manner burdensome, harsh & wrongful.
The term ‘oppression’ has been explained by Lord Cooper as, “The essence of the matter seems to be that the conduct complained of should at the lowest involve a visible departure from the standards of fair dealing, and a violation of the conditions of fair play on which every shareholder who entrusts his money to the company is entitled to rely.”
Co. A Director Purchase the asset of the co. By taking loan from the co. for the same 20% not Supported 80% Supported The Directors
When the affairs of the company are being conducted in a manner prejudicial to the public interest or the company's interest.
When by a reason of material change in the management or control of he company the affairs of the company are likely to be conducted in a manner prejudicial to the public interest or the company's interest.
Estate Tea & Plantation Co. Sold by Director at low price W/O Approval by shareholder under Sec. 293(1) & W/O giving adequate Notice (under sec. 173) & other Info. Tea Plantation Co. Malayalam Plantation (India) Ltd.
An act which is ultra vires the company or illegal
ACTIONS REQUIRING A SPECIAL MAJORITY
INVASION OF INDIVIDUAL RIGHTS
Company member's right to vote may not be interfered
Any interference leads to a personal right of a member to sue in his own name to enforce his right
Lord Jessel MR
FRAUDS ON THE MINORITY
An exception to the rule in Foss Vs Harbottle
when there are serious disputes, one group approaches the CLB u/s 397/398 alleging oppression and mismanagement. Notice to be given to Central Government of applications under sections 397 and 398 The Company Law Board can pass any orders under section 397/398 and section 402 of Companies Act, 1956 based on facts and circumstances of the case with the intention of regulating the affairs of the Company and putting an end to the matters complained of finally.
Effect of alteration of memorandum or articles of company by order under section 397 or 398. Addition of respondents to application under section 397 or 398 Powers of Government to prevent oppression or mismanagement. Earlier, there used to be much emphasis on technical issues under section 397/398 of the Companies Act, 1956 rather the object of the provision now a days its objective