We have also been taken through several decisions and texts bearing particularly on: (a) The meaning of 'oppression ' of the members of a Company within the terms of section 397 and the circumstances in which a Company can be wound up under the just and equitable clause under section 433 (f) of the ; (b) The approach which the court should adopt in cases wherein mala fides and abuse of power on the part of Directors are alleged but no oral evidence is led; (c) The fiduciary powers of Directors in issuing shares; (d) The impact of the provisions of the Foreign Exchange Regulation Act, 1973 with particular reference to section 2 (p), (q) and (u) and section 29; (e) The question as to whether it is necessary to issue a prospectus under section 81 (1) (c) of the ; (f) The constraints on public and private companies under the , and their duties and obligations, with particular reference to sections 2 (35), 2(37), 3 (1) (iii) and (iv) and sections 43A and 81 of the ; (g) The relationship of partnership between the Indian shareholders, Coats and NEWEY who owned respectively 40%, 30%, and 30% of the shareholding in NIIL; (h) The question whether Silverston was an 'interested ' Director within the meaning of section 300 of the ; and (i) Whether Silverston 's appointment as an Additional Director in the meeting of the Board held on April 6, 1977 was, in the circumstances, valid.