NCLAT Refuses Stay On EOGM For Removal Of Jagran Prakashan Independent Directors

The New Delhi National Company Law Appellate Tribunal (NCLAT) on 26 May declined to stay the Extraordinary General Meeting (EOGM) convened for the removal of independent directors of Jagran Prakashan Limited (JPL) and disposed of the appeal filed by the directors.

Judicial Member Justice Yogesh Khanna and Technical Member Ajai Das Mehrotra heard the appeal against the order of the NCLT Allahabad dated 23 April 2026. The Bench observed:

“....what appears is the inter mingling of various issues in this appeal and we cannot travel beyond impugned order to decide the issues, though agitated before us, but yet not decided by the Ld. NCLT. We cannot lose sight of the fact the appellant company itself has initiated the process of holding of the EOGM dated 29.05.2026 and had issued the notices, etc and even had called for the representation from 7 independent directors and one whole time director and though we are not inclined to grant any stay to the holding of EOGM dated 29.05.2026 per LIC (supra), we dispose of this appeal...”

The dispute stems from a family feud within the Gupta family over control of Jagran Media Network Investment Pvt. Ltd. (JMNIPL), the holding company of JPL, and the exercise of voting rights under Article 4.1 of its Articles of Association.

JPL, a listed company with over 70,000 public shareholders, remains 67.97% owned by JMNIPL, a family investment vehicle comprising six branches of the Gupta family. The company's board comprises 18 directors, including nine independent directors, eight promoter directors, and one whole-time employee director.

Article 4.1 of JMNIPL's Articles originally vested irrevocable authority in Mahendra Mohan Gupta (Respondent No. 1) to exercise promoter rights as a “single unit.” However, a resolution dated 14 July 2023 revoked this authority and appointed Dhirender Mohan Gupta and Sanjay Gupta as authorised representatives.

The validity of this resolution and proposed amendments to Article 4.1 remain pending before the NCLT. Meanwhile, rival factions requisitioned an EOGM under Section 100 of the Companies Act, 2013, seeking removal of seven independent directors and one whole-time director of JPL.

The appellant directors approached the NCLT and sought protective directions, arguing that their removal would destabilise corporate governance and harm minority shareholder interests.

On 27 February 2026, the NCLT initially stayed the requisition, noting that independent directors functioned as the “only mouthpiece left” for public shareholders amid the promoter dispute. However, on 23 April 2026, it lifted the stay and permitted the process to proceed in accordance with law.

Before the NCLAT, the appellants argued that the requisition lacked validity in the absence of NRC recommendation under Section 178(2) and that voting rights under Article 4.1 remained disputed. They also contended that allowing the EOGM would dismantle the board structure.

The respondents submitted that JMNIPL, as the majority shareholder, could act through authorised representatives under Section 113, and that the 14 July 2023 resolution remained in force as no stay had been granted. They further argued that Article 4.1 governed internal arrangements within JMNIPL and could not restrict statutory corporate processes of JPL.

The NCLAT noted that the issues relating to Article 4.1 and the 14 July 2023 resolution remained pending before the NCLT and had not been adjudicated. It held that it could not travel beyond the impugned order to decide issues not yet determined by the Tribunal below.

The Bench also recorded that JPL itself initiated the process of convening the EOGM scheduled for 29 May 2026 and issued notices, while also calling for representations from the concerned directors.

Relying on LIC v. Escorts Ltd., the NCLAT declined to stay the holding of the EOGM. However, it directed that implementation of any resolution passed at the EOGM shall remain in abeyance until the NCLT decides the pending issues relating to Article 4.1 and allied disputes.

Accordingly, the NCLAT disposed of the appeal and all pending applications, directing the NCLT to hear the pending company petition on 1 June 2026 and decide it expeditiously.

For Appellants: Senior Advocates Kapil Sibal & Abhishek Malhotra, with Advocates Anushanaga Rajan, Aakanksha Bhola, Manav Saluja, Anamika Singh, Anukriti Trivedi, Sumedha

For Respondents: Senior Advocates Rajiv Nayar, Darius Khambata & Abhijeet Sinha with Advocates Ruchira Gupta, Yashika Sharma, Manjira, Heena Kochar, Shreya Maheshwari, for R21.

Senior Advocates Dr Abhishek Manu Singhvi and Dr U.K. Chowdhury briefed by a team from Karanjawala & Co Advocates led by Advocates Ruby Singh Ahuja, Arjun Sharma, Megha Dugar, Piyush Sharma, and Varsha Himatsingka.

Senior Advocate CA Sundaram, Arun Kathpalia & Krishnendu Dutta with Advocates Rohini Musa, Rajat Jariwal, Abhishek Iyer, Aayushi Khurana, Angolika Awasthi, Manish Barua, A.M. Mathew, Advocates for R1 to 3