. Discuss the provisions of the Companies Act

case of a company having share capital, a valid application may be made by 100 members or 10 per cent of its total members, whichever is less. III the alternative, application may be made by members holding 10 per cent of the issued share capital. Thus, in the present ca~e, since ABC Private Limited has only 8 shareholders, 1/10th thereof will mean one or more members. The requirement of such member being the holder of l/lOth of the issued share capital is not relevant. .
Accordingly, application by even one member holding less than l/lOth of the
share capital of the company shall be valid.
(b) For a petition under Section 398, the complainant members are required to establish that the company's affairs are being conducted in a manner prejudicial to the public interest or in a manner prejudicial to the interests of the company.
Thus, in the present case, the Company Law Board may entertain the application if complainant member(s) is/are able to prima facie establish that the Directors have misused their position in making certain inter-corporate deposits which are against the interests of the company.
~ 4. Law intends relieving minority shareholders from oppression and mismanagement without resorting to winding up of the company. Discuss. [C.A. (Final) May, 1993J

.9l.ns. Sections 397 and 398 of the Companies Act, 1956 are intended to avoid winding up of a company, if possible, and keep it going while at the same time relieving the minority shareholders from acts of oppression and mismanagement or preventing its affairs from being conducted in a manner prejudicial to public interest. Relief, undoubtedly under Section 397 and/or 398, is perhaps, in fact, a better alternative to the winding up.
Thus, by the introduction of Sections 397 and 398, a shareholder aggrieved by oppression and mismanagement has two alternative remedies. Before that, he had only
one rem~AY, viz., to a£.Ely for the winding \!p under thejus.t and~equitabl~cla1.!.se of. Section 433(!1.Now, the second choice open is an application under Sections 397 and
398 f~ppropriate order to br!ng to an en,9 ~~~g'!~ntof a -c;m...Eny or
oppression of minority or any other section of the shareholdE!~jlI1ember&~
In K.P. Chackochan Vs. Federal Bank 1989, it was observed that in order to grant relief under Section 397, a petitionet must show these things:
1. The affairs of the company are being conducted in manner oppressive to some part of the members/shareholders including the petitioners. It is to be noted here that the Section does not require that the oppressed members should be the minority. "Shareholders with a minority beneficial interest may by having control over voting be able to oppress those with majority beneficial interest."
2. The facts pleaded to justify the making of a winding up order on just and
equitable ground.
3. To wind up the company would unfairly prejudice the oppressed members.
Likewise, under Section 398, which deals with mismanagement, the circumstances
present should justify a winding up order, if petition is not preferred under the Section.
~ 5. Discuss the provisions of the Companies Act, 1956 for the prevention of 'oppression and mismanagement'.