Rahul Khanna vs Khanna Paper Mills Ltd. & Ors.

“Prayer in COMP.APPL/262 (CH)2025:-

(a)

To appoint Chairperson/Observer for overseeing the AGM and ensuring that the voting of the trust takes place in accordance with paragraphs No. 19 -21 of the instant application;

(b)

Restrain Respondent No. 1 Company from interfering with the exercise the voting rights of Brij Mohan Khanna in relation to the shares of "Brij Mohan and Rahul Khanna Family Trust" to the tune of 51.84% shares.

(c)

To appoint Chairperson / Observer to oversee the future proceedings qua ensuing Meetings for fair and transparent conduct;

(d)

Pass such other/ further order(s) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case;”

2.

“Prayer in COMP.APPL/263 (CH)2025:-

(a)

Allow the present application;

(b)

Adopt the additional agendas put forth by the Applicants at Annexure 4 in the AGM scheduled on 27.12.2025,

(c)

Appoint an observer to oversee the functioning of the meeting more so, the AGM scheduled on 27.12.2025 and ensure that the voting is done as per shareholding as on 19.12.2024;

(d)

Direct Respondents not to interfere with voting rights of Applicant No. I to the tune of 2,00,00,000 shares and Applicant No. 2 to the tune of 89,72,299 shares in the meeting more so, the AGM scheduled on 27.12.2025;

(e)

Pass ad-Interim ex-parte orders in terms of prayer (A) to (D);

(f)

Pass such other/ further orders) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case,”

“5.

Having considered the various facts as stated by the Ld. Counsels for the respective parties and also keeping note of the arguments, which have been advanced on earlier occasions by the Ld. Senior Counsels during the course of hearings in the main company petition, we find it appropriate to issue following directions: -

(a)

The AGM, which is proposed to be conducted on 27.12.2025, may be conducted on that date; however, the same shall be held under the supervision of Hon’ble Justice Ranjit Singh. We accordingly appoint Hon'ble Ranjit Singh [ Mobile No.9899791094, email ID: [email protected]] to be the observer and request him to oversee the proceedings in the AGM. The Respondent Company Khanna Paper Mills Ltd through its Directors, shall intimate Hon’ble Justice Ranjit Singh about his appointment as an observer and request him for his presence during the meeting and would provide him the due Protocol and facilities for conveyance and stay apart from the fee of Rs 2,00,000/-. The required expenses shall be borne by the company.

(b)

The AGM should be conducted mainly on the adoption of the financial statements. The other issues as proposed in the agenda to be deferred with. The company through its Directors shall ensure that required supporting documents are shared with other participating shareholders particularly the applicants in these applications.

(c)

Mr. Brij Mohan Khanna being a Principal Trustee of "Brij Mohan and Rahul Khanna Family Trust" will exercise the voting rights of 51.84% on behalf of the Trust in the said AGM of the company-Khanna Paper Mills Limited. The due arrangements as regards his movement in his own car and proper support keeping in view his old age and health condition be allowed. He will not be stopped at the main entrance of the company premises, as has been done in the recent past. However, he will take the decision in the meeting in the interest of the company. He will also preside in the AGM as a Chairperson and assisted by the Board of Directors and the auditors.

(d)

It is clarified that the status quo, as ordered vide the order dated 08.01.2025 regarding directorship and shareholding as of 19.12.2024 shall be duly observed. In view thereof, Mrs. Renu Khanna shall be eligible to vote with respect to the remaining 200000 equity shares, notwithstanding the Board of Directors’ decision dated 28.12.2024 to freeze her rights thereon. Further Mr. Saurabh Khanna shall be entitled to participate in the AGM and vote in accordance with his entire shareholding of 89,72,299 shares. With these directions, both these Applications bearing COMP.APPL/262 (CH)2025 & COMP.APPL/263 (CH)2025 stands disposed of.”