Enforceable succession rights yield to the articles, while arbitrary curtailment of a director's functions may amount to oppression.

An informal family arrangement or unimplemented succession proposal does not create an enforceable right to alter a company's internal governance, and members cannot expectations beyond the company's constitution. By contrast, a board action that curtailed a director's functions without prior notice, agenda or a fair opportunity to respond was treated as arbitrary and lacking probity, justifying equitable interference in oppression proceedings and restoration of the earlier functional allocation. The appointments of other directors were left undisturbed because they had board approval and governmental clearance, and no basis was shown for imposing a permanent independent chairman.

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Issues: (i) Whether there was an enforceable editorial succession framework or corporate governance policy entitling interference with the company's internal arrangements. (ii) Whether the reallocation of the second petitioner's functions on 20-3-2010 was oppressive and liable to be set aside. (iii) Whether interference was warranted with the appointments of respondents 12 and 13 and with the prayer for a permanent independent chairman.

Issue (i): Whether there was an enforceable editorial succession framework or corporate governance policy entitling interference with the company's internal arrangements.

Analysis: The asserted retirement-and-succession arrangement was found to be only an informal understanding and not a binding decision of the board or shareholders. There was no retirement age for the editor-in-chief in law or in the articles, and the proposed corporate governance policy had not been finally adopted. In a public limited company, the members cannot insist on an expectation that goes beyond the legal rights created by the company's constitution.

Conclusion: The claim for mandatory implementation of an editorial succession plan and a permanent corporate governance framework was rejected, though the board and shareholders were directed to consider the issues without delay.

Issue (ii): Whether the reallocation of the second petitioner's functions on 20-3-2010 was oppressive and liable to be set aside.

Analysis: The second petitioner's powers were curtailed and his role reduced without prior notice, agenda, or a meaningful opportunity to meet the allegations. The action was held to be arbitrary, lacking in probity and good faith, and sufficiently serious to amount to oppression in the special facts of the case. The continuation of the third respondent as managing director was not disturbed, but the allocation of functions concerning the second petitioner required restoration.

Conclusion: The decision of the board dated 20-3-2010 was set aside to the extent it reallocated the second petitioner's functions, and the position as it stood before that date was restored for his departments.

Issue (iii): Whether interference was warranted with the appointments of respondents 12 and 13 and with the prayer for a permanent independent chairman.

Analysis: The appointments were unanimously approved by the board and the required governmental approval had been obtained. Any irregularity was treated as at most a compoundable matter, and the challenge was also affected by the second petitioner's own participation in the process. No basis was shown for appointing an independent chairman merely for future meetings.

Conclusion: The challenge to the appointments of respondents 12 and 13 failed, and the prayer for a permanent independent chairman was also rejected.

Final Conclusion: The petition succeeded only to the limited extent of restoring the second petitioner's pre-existing functional allocation, while the remaining substantive prayers were declined.

Ratio Decidendi: In oppression proceedings, an informal family understanding or unimplemented succession proposal does not create an enforceable right, but a board action that arbitrarily strips a director's functions without notice or agenda may justify equitable interference where the conduct lacks probity and good faith.

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