Oppressive conduct in company affairs found where a controller overrode the board and imposed personal management decisions.

A company's affairs may be oppressive under section 210 where a controlling shareholder repeatedly overrides board decisions, treats the company as personal property, and uses voting power to impose his will on management. The conduct was assessed as a continuing course of unfair dealing rather than isolated incidents, and the petitioners' grievance was recognised in their capacity as members and shareholders. A visible departure from proper company procedure and fair dealing supported the finding, and the matter was also one in which a just and equitable winding up would have been available.

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Issues: Whether the affairs of the company were being conducted in a manner oppressive to some part of the members, including the petitioners, so as to attract relief under section 210 of the Companies Act, 1948.

Analysis: The controlling shareholder repeatedly overrode board decisions, treated the company as his own property, and used voting power and personal instructions to impose his will on the company's management. The conduct was assessed as a continuing course of affairs, not as isolated incidents, and the petitioners' grievance was held to be in their capacity as members and shareholders. The evidence showed a visible departure from fair dealing and proper company procedure, and the matter was also one in which a just and equitable winding up would have been available.

Conclusion: The affairs of the company were being conducted in a manner oppressive to the petitioners within section 210, and relief was rightly granted.

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