Sharad Kumar Sharma, J.

1. Member of the Company has been defined under Subsection 27 of Section 2 of the Act, which means a Member in relation to the Company but does not include a bearer of share warrant of the Company issued in pursuance to Section 114 of the Companies Act.

2. The instant Company Appeal involves a consideration of interplay of Sections 397 and 398 of the Companies Act, 1956 read with Section 399 of the said Act.

3. As per Chapter 6 of the Companies Act which deals with the prevention of operation and mis-management and the manner in which it would be redressed before the Company Law Board. Initially, the word, powers which were vested with Tribunal has thereafter been substituted by the word Company Law Board in accordance with the Companies (Second Amendment) Act 11 of 2003.

4. Section 397 of the Act, deals with the application which could be made to the Company Law Board for relief in case of operation of Company is against Company interest. For initiation of the proceedings under Section 397, it has to be initiated by any a member who complains about the affairs of the Company alleging that it is detrimental to the company or prejudicial to the public i