NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) No.189/2026 (Against the Order dated 23 April 2026 passed by the Hon’ble National Company Law Tribunal, Allahabad Bench in, CA No. 05 of 2026 in CP No.

64 of 2023)

IN THE MATTER OF:

JAGRAN PRAKASHAN LIMITED …APPELLANT Versus MAHENDRA MOHAN GUPTA & ORS. ….RESPONDENTS For Appellant: Mr Kapil Sibal, Sr Advocate, Mr. Abhishek Malhotra, Sr Advocate, Ms Anushanaga Rajan, Ms Aakanksha Bhola, Mr Manav Saluja, Ms Anamika Singh, Ms Anukriti Trivedi, Ms Sumedha, Advocates.

For Respondent: Mr. Rajiv Nayar, Sr Advocate, Mr Darius Khambata, Sr Advocate, Mr. Abhijeet Sinha, Sr Advocate, Ms Ruchira Gupta, Ms Yashika Sharma, Ms Manjira, Ms Heena Kochar, Mr Shreya Maheshwari, Advocates for R21.

Dr Abhishek Manu Singhvi, Sr Advocate, Dr U.K. Chowdhury, Sr Advocate, Ms Ruby Singh Ahuja, Mr Arjun Sharma, Ms Megha Dugar, Mr. Piyush Sharma, Ms Varsha Himatsingka, Advocates.

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

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.