Jagran Prakashan board dispute escalates; independent directors question proposed removal

The internal dispute at Jagran Prakashan Limited, the country's leading media company, appears to be deepening. Amid a proposal to remove seven independent directors and full-time director Satish Chandra Mishra, these directors have sent a lengthy representation to shareholders.

The company informed the stock exchanges on May 21, 2026, that prior to the Extraordinary General Meeting (EGM) to be held on May 29, 2026, the concerned independent directors have submitted their written views to the company under Section 169(4) of the Companies Act, 2013, which have now been circulated among the shareholders.

The company also clarified that this entire matter is linked to an ongoing dispute with the promoter group, which is currently pending before the National Company Law Tribunal (NCLT), Allahabad.

“The reason for our removal is not performance, but promoter dispute.”

In their representation, the directors stated that the motion to remove them was not based on any poor performance, corruption, misconduct, or lack of governance. They stated that the entire matter relates to an ongoing voting and control dispute between the company's promoter and promoter group.

He said that questions are being raised about the vote cast in his favour by Jagran Media Network Investment Private Limited (JMNIPL), whereas the same matter is already pending in NCLT.

The letter said that the independent directors have always worked in the interest of the company, public shareholders and all stakeholders and have fully complied with the Companies Act, SEBI regulations and corporate governance standards.

In their letter, the directors also specifically mentioned Satish Chandra Mishra, the company's full-time director. They stated that Mishra has been with the company since 1986 and has been managing the company's production operations for a long time.

The letter states that Satish Chandra Mishra has been responsible for the company's production and printing operations for a long time. He has overseen over 20 printing centers and has played a key role in the company's operations for many years. The directors state that his removal at this time could impact the company's operations and stability.

“Massive removals from boards could erode investor confidence.”

Independent directors have said that if a large number of people are removed from the board, it could impact the company's image, stability and investor confidence.

He said that when the company is already facing promoter dispute, the responsibility of independent directors increases further as they protect the interests of common shareholders and small investors.

The letter also said that for some time now, the board meetings have been dominated by internal disputes within the promoter group rather than issues related to the company's business.

The directors have said that the promoter group members who are now seeking his removal did not oppose his appointment in the first place. He accepted the directorship only after receiving the board's approval.

It is said in the letter that now his sudden change of stance is incomprehensible.

Independent directors also say that some promoter members are trying to impose their views on the board, which may affect the functioning of the company and the decision-making process.

The letter also said that the independent directors had given several suggestions to improve the monitoring and governance system in the company.

These included proposals such as reviewing the performance of full-time directors and senior officials, taking help of an external HR agency if required, and reviewing the company's performance before every quarterly board meeting.

The directors said that initially the promoter group directors had supported these suggestions, but later they changed their stance.

In their letter, the independent directors also cited NCLT orders from September and October 2023. They stated that the tribunal had directed that major company decisions be made through the board. Under this arrangement, Satish Chandra Mishra was given responsibility for the company's day-to-day operations. Therefore, the proposal to remove him could undermine the NCLT's established procedures.

In their letter, the independent directors concluded by urging shareholders to carefully consider the entire matter and its implications before voting. They stated that they have always worked to maintain good governance within the company and in the best interests of all shareholders and stakeholders.

All eyes are now on the next EGM, to be held on May 29.