2026 Supreme(Online)(NCLAT) 633

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Yogesh Khanna (Member(Judicial)) , Mr. Ajai Das Mehrotra (Member (Technical)) ,
Jagran Prakashan Limited – Appellant
Versus
Mahendra Mohan Gupta & Ors. – Respondent
COMPANY APPEAL (AT) No.189/2026

An appellate tribunal will not stay a shareholders' meeting requisitioned by a holding company but may direct that the implementation of resolutions be kept in abeyance pending determination of related pending issues by the lower tribunal.

Headnote:(A) Companies Act, 2013 - Sections 10(1), 100, 113, 169, 178(2) - SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Regulations 17(1), 25(2A) - Appeal against NCLT order dismissing application seeking protective directions against requisition for EOGM to remove independent directors - Validity of voting rights of holding company's representative - Article 4.1 of Articles of Association of holding company - Power of Attorney - Irrevocable appointment of agent - Resolution dated 14.07.2023 revoking authority - Pending challenge to resolution and proposed amendment to Articles - Inter se promoter disputes - Independent directors appointed/reappointed with approval of members - Requisition for removal based on alleged irregularity in voting - NCLT vacated stay on EOGM - Appeal disposed of with direction to keep implementation of EOGM resolutions in abeyance until decision in main company petition.

(B) Company Law - Corporate Democracy - Shareholders' right to remove directors under Section 169 - Principle that members can exercise control over directorate in democratic manner by dismissing directorate and appointing others - Reliance on LIC of India vs Escorts Ltd.

(C) Company Law - Nomination and Remuneration Committee - Recommendation under Section 178(2) not a pre-requisite for calling meeting under Section 169 - Section 169 is a standalone provision.

Facts of the case:
The appellant, Jagran Prakashan Limited (JPL), a public listed company, challenged NCLT order dated 23.04.2026 dismissing its application CA No.5/2026 seeking protective directions against a requisition for an EOGM to remove 7 independent directors and one whole-time director. The disputes arose among promoter factions of the holding company JMNIPL, primarily over voting authority under Article 4.1 of JMNIPL's Articles of Association, which irrevocably appointed Respondent No.1 as agent and attorney to exercise all rights of promoters. A resolution dated 14.07.2023 revoked this authority and appointed others, which was challenged and pending before NCLT. Interim order dated 08.12.2023 stayed proposed amendments to Article 4.1. NCLT had earlier directed governance framework where independent directors assumed central role. The requisition for EOGM was based on alleged irregularity in exercise of voting rights by Respondent No.1.

Findings of Court:
The Tribunal noted that various issues, including validity of Article 4.1 and resolution dated 14.07.2023, were pending before NCLT and not decided. The appellant itself initiated the EOGM process by issuing notices and calling for representations from directors. The Tribunal declined to stay the EOGM but directed that implementation of resolutions passed at the meeting be kept in abeyance until outcome of main company petition.

Issues: The main issues were whether the EOGM for removal of directors should be stayed pending determination of voting rights under Article 4.1 of JMNIPL and validity of resolution dated 14.07.2023.

Ratio Decidendi: The court held that since the appellant itself initiated the EOGM process and various issues regarding voting rights were pending before NCLT, the appropriate course was to allow the meeting to proceed but keep implementation of resolutions in abeyance until the NCLT decides the pending issues.

Result: Appeal disposed of with directions.

Table of Content
1. background of the appeal and parties involved. (Para 1 , 2 , 3 , 4)
2. disputes over voting authority and interim governance framework. (Para 5 , 6 , 7 , 8 , 9 , 10 , 11)
3. arguments of appellant and respondents on validity of eogm and voting rights. (Para 12 , 13 , 14 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 24 , 25 , 26 , 27 , 28 , 29)
4. court's observations and final order disposing of appeal with directions. (Para 30 , 31 , 32 , 33)

ORDER

HYBRID MODE

26.05.2026:

This appeal challenges the order dated 23.04.2026 passed by the Ld.

NCLT, Allahabad in CA No.5/2026 in CP No.64/2023 to the extent the impugned order dismissed the application C A No.5/2026 filed by the appellant.

2. The appellant company is a prominent public listed company engaged in the business of printing and publishing newspapers, magazines, journals and is listed on National Stock Exchange and Bombay Stock Exchange and has more than 70000 public shareholders, who hold roughly 31% of its paid-up share capital. M/s Jagran Media Network Investment Pvt LTd. (JMNIPL) is a holding company of the appellant and holds 67.97% of appellants paid up equity share capital. It is submitted the JMNIPL is a family owned investment vehicle comprising six branches of Gupta family. Presently the appellant has 18 directors including 9 independent directors, 8 promoter directors and one employee posted as whole-time director.

3. The Respondent No.1 was the Chairman and Managing Director of the appellant company from 01.01.2005 till 30.09.2023 and the disputes arose amongst the promoter factions including objections concerning nomination rights under the Articles of Association of competing proposals for appointment of the Managing Director. It is submitted that CP No.64/2023 is pending before the Ld. NCLT Allahabad and it emanates from the disputes arising between the factions of Gupta family with primary bone of contention being JMNIPL voting authority.

4. As per Article 4.1 of the Articles of Association of JMNIPL, each of the promotor has appointed Respondent No.1 as “agent and attorney” for each of them to exercise “all rights of promotors” pursuant to these Articles and the promoters shall be acting as a ‘single unit’ in the exercise of their rights under these Articles, and therefore all such rights of promoters shall be exercised by Mr. MM Gupta, who has been duly authorised to exercise such rights on behalf of each of the promoter. Article 4.1 of the Articles of Association is as under:-

POWER OF ATTORNEY

4.1 Each of the Promotors undertakes that Mr. Mahendra Mohan Gupta has been irrevocably appointed as agent and attorney-in- fact for each such Promoter, for and on behalf of such Promoter, to agree and execute any amendments to the provisions of these Articles, to give and receive notices and communications to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to these Articles, and to take or exercise all rights of the Promotors under these Articles. It is clarified that the Promoters shall be acting as a 'single unit in the exercise of their rights under these Articles. and therefore all such rights of the promoters shall be exercised by Mr. Mahendra Mohan Gupta only and Mr. Mahendra Mohan Gupta has been duly authorized to exercise such rights on behalf of each such Promoter. All the Promoters shall be jointly and severally liable for all obligations of the Promoters pursuant to these Articles.

5. Thus it is argued an irrevocable power is given to Respondent No.1 that he will act on behalf of the each promoter of JMNIPL and all actions of the holding company has to be through Respondent No.1. It is submitted on several occasions attempts have been made to amend Article 4.1 of the Articles of Association and even on 14.07.2023 a Resolution was passed whereby the Respondent No.1’s authority to represent JMNIPL at the appellant’s meeting was revoked and instead Mr

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