CJI : If the grounds on which oppression and mismanagement are of such gravity that the company itself need to be wound up but it is not expedient to wind up, the court can exercise powers under Sec 242
Salve :The judge cannot sit in the chair of the manager of the company and review the decisions.
CJI : The judge needs to see if the situation is not remediable due to lack of probity.
Salve : That is right.
CJI : The degree of oppression and mismanagement must be such that the court must come to a conclusion that running the company is impossible.
Salve : There is one more element- that of lack of probity.
Salve : Nobody can capture exhaustively what are 'just and equitable grounds' for winding up.
There should be 'no hope for the smooth functioning of the company' and 'lack of probity in running its affairs' for ordering winding up : Salve.
Salve : Just because you are outvoted ,it is not oppression. The Articles of Association give the power to the Board. Where is the violation of the Articles in the case?
Salve stresses that there should be 'lack of probity' in the acts and decisions.
CJI : Is there any authority for the proposition that oppression and mismanagement cannot lead to winding up order and "just and equitable" grounds should come dehors oppression and mismanagement?