Right of minority shareholders as against majority rule isparadoxical to each other; it is an

anathema to each other, butbeauty of dispensation of justice lies in employment of law

andseamless application of contrast concepts to the conspectus ofgiven facts to meet the ends

of justice. .Justifying these two givenconcepts is somewhat uphill task because governance by

majorityis a rule; protecting minority from majority is an exception, in factminority protection

is an occasional departure devised whenmajority rule has become a ruse to aim at decimation

of minority.Rightly so, because there is no place to majority, for that matter toanybody, to

selectively use their authority to solely decimate theminority and erosion of their economic

interest and theirexpectations with which they remain in the company. Thisexception is to be

examined on the fulcrum of fairness doctrine.This fairness doctrine has to be applied only when

majority rule isdeployed solely to cause prejudice to the minority shareholders.However, the

primordial thing to be looked into is, the doctrine ofmajority rule should not be truncated by

getting carried away bythe exception of protection to minority despite the given facts areshort

of unfairness or prejudice against the minority shareholders.What is unfair or prejudice all turns

on the facts of the case. Whatis oppression or unfairness or prejudice, how much is oppression

or unfairness or prejudice depends on the injury caused to wrongedparty by the wronging party

as envisaged under section 241 of theAct, not otherwise.

he problem is Mr. Cyrus was taken as Executive Chairman topreside over the Board of

Directors, he could not become asovereign authority over this company because the superior

body inany company is at first level the shareholders, thereafter, Board ofDirectors elected by

those shareholders. As long as those Board ofDirectors are not removed and as long as they

work within thepowers endowed upon them to manage the affairs of the company,there can't

be any sovereign concept in corporate structure, it is acollective responsibility of the Board of

Directors and their actionsare accountable to shareholders of the company. Even

thoughExecutive Chairman was appointed by Board of Directors, one pointto be remembered

is, it is not a position elected by theshareholders. Though Executive Chairman takes a lead in

takingdecisions but every such decision in respect to policy issues or anissue that requires

Board of Directors approval, it has to go throughthe Board of Directors only. Executive

Chairman post is not anelected post; therefore, every action of the Executive Chairman

isamenable to the Board of Directors. So is the case in Tata Sonsalso. It is like an Agreement

of employment for five years.

In view of the same, we have summarized the findings of us as follows:

a) Removal of Mr. Cyrus Mistry as Executive Chairman on24.tO.2076 is because the Board of

Directors and Majorityof Shareholders, 1.e., Tata Trusts lost confidence inMr. Cyrus as

Chairman, not because by contemplatingthat Mr. Cyrus would cause discomfort to Mr.

Tata,Mr. Soonawala and other answering Respondents overpurported legacy issues. Board of

Directors are competentto remove Executive Chairman; no selection committee

recommendation is required before removing him asExecutive Chairman.

b) Removal of Mr. Cyrus Mistry from the position of Directoris because he admittedly sent the

company information toIncome Tax Authorities; leaked the company informationto Media and

openly come out agalnst the Board and theTrusts, which hardly augurs well for smooth

functloning ofthe company, and we have not found any merit to believethat his removal as

director falls within the ambit ofsection 241 of Companies Act 2013.

c) We have not found any merit to hold that proportionalrepresentation on Board proportionate

to the shareholdingof the petitioners is possible so long as Articles do nothave such mandate

as envisaged under section 163 ofCompanles Act, 2013.

d) We have not found any merit in purported legacy issues,such as Siva issue, TTSL issue,

Nano car issue, Coruslssue, Mr. Mehli issue and Air Asia issue to state that thoseissues fall

within the ambit of section 247 and 242 ofCompanies Act 2013.

e) We also have not found any merit to say that thecompany filing application under section

14 of CompaniesAct 2013 asking this Tribunal to make it from Public toPrivate falls for

consideration under the jurisdiction ofsection 247 &.242 of Companies Act 2013.

f) We have also found no merit in saying that Mr. Tata & Mr.Soonawala giving advices and

suggestions amounted tointerference in administering the affairs of the company,so that to

consider their conduct as prejudicial to theinterest of the company under section 241 of

CompaniesAct 2013.