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If, on any application, the Company Law Board is of the opinion :-

a) that the company’s affairs are being conducted in a manner oppressive to any member or members; and

b) that to wind up the company would unfairly prejudice such member or members and would be a very serious step, but that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be would up;

the Company Law Board may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.

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