Congress party president Sonia Gandhi, vice president Rahul Gandhi and others implicated in the alleged appropriation of properties of Associated Journals Pvt. Ltd. have complicated their problems with the decision to re-launch the National Herald (English), Navjivan (Hindi) and Qaumi Awaz (Urdu) newspapers.
Thursday’s decision of the extraordinary general body meeting (EGM) at Lucknow is intended to help the Gandhis counter BJP leader Subramanian Swamy’s accusation that they had usurped AJL’s real estate worth thousands of crores by takeover of its equity by Young Indian, registered under section 25 of the Companies Act, 1956, where the Gandhis are majority shareholders. Other shareholders include Sam Pitroda and Oscar Fernandes.
As is well-known, in April 2012 AJL took a loan of Rs 90 crore from the Congress party to settle its debts and Young India bought this debt for Rs 50 lakhs; the AICC later excused the loan. The matter reached the court in 2014.
The plan to revive the defunct publications could embroil the Gandhis and their partners, mainly Motilal Vora and Oscar Fernandes, but also Suman Dubey and Sam Pitroda, in disputes with the law.
The crux of the problem pertains to the Gandhi-Nehrus running National Herald group as a party organ though it was a private limited company registered under the Indian Companies Act, 1913.
The first problem pertains to preferential shareholders. Senior advocate Shanti Bhushan claims that his late father, Vishwamitra, held these shares, which do not carry voting rights. But if dividend is not paid for three years, the shareholders become voting members. As AJL never paid dividend since 1937, all preferential shareholders (or heirs) may be deemed as shareholders.
A related issue pertains to heirs of the original shareholders, including 100-odd companies. The September 2008 List of Debenture Holders and Shareholders includes Jawaharlal Nehru and Indira Nehru Gandhi, though they died in 1964 and 1984 respectively.
When Sonia Gandhi and Rahul Gandhi approach the Registrar of Companies to accept them as legal heirs to Jawaharlal Nehru and Indira Gandhi, they will have to establish how Indira Gandhi became a shareholder along with her dead father, and not in lieu of Jawaharlal Nehru. They will have to prove if Indira Gandhi willed her shares to Rajiv Gandhi (which gives legal claim to Sonia Gandhi and her heirs); if she forgot to do so there will be other claimants.
As Nehru and his daughter are shown as shareholders in 2008, the Gandhis need to explain how Rahul Gandhi became a shareholder the same year, vide Shri Rameshwar Thakur Trustees & Authorised Attorney of Janhit Nidhi (Regd. Public Trust) and vide RD Pradhan, Authorised Attorney.
Thursday’s EGM invitees included Motilal Vora, Ghulam Nabi Azad, Syed Sibtey Razi, Sam Pitroda, Oscar Fernandes, Sheila Dikshit, Sandeep Dikshit, Salim Sherwani, Ratna Singh, and Jitin Prasada. While the first three are listed shareholders in 2008, it is unclear when the others became shareholders; Jitin Prasad could have replaced his father, late Jitendra Prasad.
The Registrar of Societies cannot accept deceased persons as members under a fresh scrutiny. If the heirs of other deceased are incorporated as shareholders, it could change the character and complexion of the body.
Many shareholders may challenge the EGM decisions, especially alterations to the memorandum of association, alteration to the articles of association, change of the name of the company and dealing with preference shares.
The main challenge will be to ownership of 90 per cent shares of AJL by Young Indian Ltd. and the authorisation to the handpicked Board of Directors to represent the remaining shareholders. On Thursday, some shareholders who turned up at the venue were turned away with the message that they would be informed about the decisions. The EGM was clearly a very select affair. Its efforts seem doomed to failure.
ABPLive.in, 22 January 2016
http://www.abplive.in/blog/reviving-national-herald-a-herculean-task
