The Tribunal upheld the principle of Corporate Democracy, deferring decisions on the requisition for an Extraordinary General Meeting pending resolution of underlying disputes among shareholders.

ORDER

CA No.4/2026

1. This application has been filed by the Applicant who is stated to be Respondent No.18 in the main Company Petition No.64/2023. The following prayer has been made in the present application:

(A) Direct that voting in the Shareholders meeting of JPL be carried out strictly in terms of the Board Resolution dated 14.07.2023 and only by a person so authorized and by no other person;

(B) Direct that JPL's Company Secretary and Scrutinizers verify the Board authorization dated 14.07.2023 passed by the Board of JMNIPL before accepting votes cast on behalf of JMNIPL;

(C) Restrain in the interim the Independent Directors on the Board of JPL from participating or voting in the Board meetings, NRC meetings of JPL;

(D) Pass any other order or grant any other relief(s) as this Hon'ble Tribunal may deem fit.

2. In the present application, the notice was already issued on 24.02.2026 and the time was granted for non-Applicant/Respondents to file their respective replies.

3. The matter therefore, has been taken up for hearing today. Ld. Sr.Counsel, Sh. Darius Khambata appearing for the Applicant submitted that as per a meeting of the Applicant Company which is the Respondent No.18 in the main company petition, a requisition has been sent on 12.02.2026 to the Board of Directors of the Jagaran Prakashan Limited (JPL) which is the Respondent No.19 Company in the main company petition. He submits that the present Applicant Company holds 67.97% of the paid up equity share capital of the Respondent No.19 Company, namely JPL, and therefore a requisition under the provisions of Section 100 of the Companies Act, 2013 has been sent to the Respondent No.19 Company to convene an Extraordinary General Meeting (EGM) of the Members of JPL to consider and pass the resolutions, the details of which have been given in the requisition dated 12.02.2026 itself. Along with this requisition a true certified copy of the Resolution passed by the Board of Directors of the Applicant Company in the meeting held on 12.02.2026, has also been attached. By way of this resolution passed in the aforesaid meeting, the names of 8 independent Directors have been sought to be removed as the independent Directors of the Respondent No.19 Company. It is averred in the application as also submitted by the Ld. Sr. Counsel that the background of seeking to pass the resolution to issue requisition for holding of the EGM of the Respondent No.19 Company for taking up the Agenda Items for removal of the independent Directors as per the resolution passed on 12.02.2026 by its holding company, namely the Applicant Company (Respondent No.18) is that as per the resolution dated 14.07.2023 which has been passed by the majority of the shareholders of the Applicant Company, 2 of its directors, namely Sh. Dhirendra Mohan Gupta and Sh. Sanjay Gupta, have been severely authorized to cast vote as authorized representative of the company in all the general meetings of the JPL which is a subsidiary company of the Applicant Company herein.

4. Submission therefore has been raised by the Ld. Sr. Counsel that the said resolution dated 14.07.2023 has come up under challenge on behalf of the Petitioner by way of CA No.30/2023 and no stay has been granted by this Tribunal when matter came up for hearing on 25.07.2023, the relevant part of the order reads as under:

“ CA NO.30/2023

1. This is an application filed for seeking stay of the decision taken in the Board meeting held on 14.07.2023.

2. Let notices be issued to the Respondents in the present application, returnable for the date, when the main case is listed i.e. on 09.08.2023.

3. Ld. Counsels appearing for their respective respondents accept notice a