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The case examines the tussle between Indian Tobacco Company Ltd (ITC), and its parent company British American Tobacco (BAT) during the mid-1990s. The case details the issues over which the two companies disagreed, with a focus on the Chairman, Mr KL Chugh''s role in the battle. The case is so structured as to: (1) explain to students the role of the company board, its structure and mechanisms and to discuss the struggle for control of the board and its policies between a major shareholder and the managers; and (2) help students to understand and analyse the implications and dynamics involved in the shareholding pattern and the issue of controlling interest and decision making processes in the board between various constituents. The case is aimed at MBA/PGDBA students, and is intended to be a part of the strategy and general management curriculum.