COMP/135/2011 17/49 ORDER Mafatlal Industries Ltd. (AIR 1997 SC 506) the Court is not to sit in appeal over the decision of the Board of Directors which is duly approved, ratified and accepted by the statutory majority of members of the company, unless it is shown that the decision is rigged by the Board or by any interested Director or it is established, with appropriate and relevant and scientific data and details, that the decision is a commercial harakiri and fraud on the members, it would be difficult for the court to interfere with and upset such decision which is claimed to have been taken with collective commercial wisdom and not objected by anyone except the two shareholders. The shareholder has attempted to cast a shadow of doubt over the decision, however, any material whatsoever is not placed before the Court to justify such allegations or apprehension. Therefore, it is difficult and not possible for the Court to interfere with the said decision, particularly when the transferee company is, even as per the said shareholder, already holding more than 75% shares of said APML. 4.9. The said shareholder has, then, submitted that the minority shareholders would be deprived of the benefits which belong to them and created out of their wealth. The said submission is also unsubstantiated. There is no material available on record to lead the Court to such conclusion or to satisfy the Court on this count. Even the shareholder has not placed any material or data before the Court to demonstrate as to how the minority Downloaded on : Fri Jan 27 19:33:28 IST 2023