Companies Act, 1956
Sec 398 - Application to Company Law Board for relief in
cases of mismanagement.
(1) Any members of a company who complain
(a) that the affairs of the company are being
conducted in a manner prejudicial to public interest or in a manner prejudicial
to the interests of the company ; or
(b) that a material change (not being a change
brought about by, or in the interests of, any creditors including debenture
holders, or any class of shareholders, of the company) has taken place in the
management or control of the company, whether by an alteration in its Board of
directors or manager, or in the ownership of the company's shares, or if it has
no share capital, in its membership, or in any other manner whatsoever, and
that by reason of such change, it is likely that the affairs of the company
will be conducted in a manner prejudicial to public interest or in a manner
prejudicial to the interests of the company ;
may apply to the Company Law Board for an
order under this section, provided such members have a right so to apply in
virtue of section 399.
(2) If, on any application under sub-section
(1), the Company Law Board is of opinion that the affairs of the company are
being conducted as aforesaid or that by reason of any material change as
aforesaid in the management or control of the company, it is likely that the
affairs of the company will be conducted as aforesaid, the Company Law Board
may, with a view to bringing to an end or preventing the matters complained of
or apprehended, make such order as it thinks fit