Event Background

This disclosure is in furtherance to a prior disclosure made on 26th May, 2026 under Regulations 30(3) and 30(4) read with Para B, Part A of Schedule III of the SEBI LODR Regulations. The company appeal titled "Jagran Prakashan Limited v. Mahendra Mohan Gupta and Ors., C.A. No. 189 of 2026" was listed on 26th May, 2026 before the Hon'ble Principal Bench of NCLAT, New Delhi.

NCLAT Order Dated 26th May, 2026

The Hon'ble NCLAT heard arguments on 26th May, 2026 and subsequently issued its order. The key directive from the NCLAT is:

  • The Extra-Ordinary General Meeting (EGM) requisitioned for the removal of 7 Independent Directors and 1 Whole-time Director may be held as scheduled on 29th May, 2026.
  • However, the implementation of any resolution passed at this meeting for the removal of directors shall be kept in abeyance.
  • This abeyance is to continue until the final outcome of C.P. No. 64 of 2023, which is pending before the National Company Law Tribunal (NCLT), Allahabad Bench.

The NCLAT disposed of the company's appeal (Company Appeal (AT) No.189/2026) with these directions.

Core of the Legal Dispute

The dispute originates from a requisitioned EGM and centers on the interpretation of Article 4.1 of the Articles of Association of Jagran Media Network Investment Pvt Ltd. (JMNIPL), the holding company that owns 67.97% of JPL's paid-up equity share capital.

Article 4.1 states that Mr. Mahendra Mohan Gupta (Respondent No. 1) has been "irrevocably appointed as agent and attorney-in-fact" for each promoter to exercise all of their rights. It clarifies that promoters shall act as a 'single unit' and all such rights "shall be exercised by Mr. Mahendra Mohan Gupta only."

A Board Resolution dated 14.07.2023 by JMNIPL attempted to revoke this authority from Mr. Gupta and instead appoint Mr. Dhirender Mohan Gupta and Mr. Sanjay Gupta as authorized representatives. The validity of this resolution is contested and is sub-judice in CA No.30/2023 before the NCLT. Furthermore, a proposed amendment to delete/dilute Article 4.1 itself was stayed by an NCLT interim order dated 08.12.2023 in CA No.58/2023.

The current EGM was requisitioned based on the authority claimed under the 14.07.2023 resolution, while the validity of both the underlying Article 4.1 and the resolution challenging it remain undecided by the NCLT.

Parties Involved

Appellant: Jagran Prakashan Limited

Respondents: Mahendra Mohan Gupta & Others

Legal Counsel for Appellant: Mr. Kapil Sibal, Sr. Advocate; Mr. Abhishek Malhotra, Sr. Advocate; and others.

Legal Counsel for Respondents: Mr. Rajiv Nayar, Sr. Advocate; Mr. Darius Khambata, Sr. Advocate; Dr. Abhishek Manu Singhvi, Sr. Advocate; Mr. CA Sundaram, Sr. Advocate; and others.

NCLAT's Reasoning

The Tribunal noted that several critical issues were not decided by the NCLT in its impugned order dated 23.04.2026, including the validity of the Resolution dated 14.07.2023 vis-à-vis Article 4.1. The NCLAT stated it could not travel beyond the impugned order to decide these undecided issues. While it declined to stay the holding of the EGM itself, citing principles of corporate democracy, it imposed a stay on the implementation of its outcomes to preserve the status quo until the main petition is decided.

Next Steps and Future Disclosures

The NCLAT has requested the NCLT Allahabad to hear remaining arguments on 01st June, 2026 and dispose of the main Company Petition (CP No. 64/2023) expeditiously. JPL will provide further disclosures upon any material development in the proceedings. This information is also being uploaded on the corporate website of the Company (www.jplcorp.in) and the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com).

Financial and Operational Impact

The immediate financial impact is not quantified in the disclosure. The operational impact pertains to potential board composition changes, which are now stayed. The directive ensures continuity of the current board structure, including 7 independent directors and 1 whole-time director whose removal is sought, until the underlying legal dispute is resolved.