NCLAT rejects Byju's resolution professional's petition in Aakash shareholding row
ETtech
Synopsis
The order was challenged by Aakash before the High Court of Karnataka, which, after hearing both sides, on April 8, 2025 set aside the interim order granted by NCLT and remitted the matter to the insolvency tribunal. This was brought to the notice of NCLT in its next hearing on April 30, 2025, where Abhinav Vasisht, Senior Counsel for Resolution Professional, alleged that not only dilution of shareholding of TLPL in Aakash was continuing but also vital assets of the company have been hypothecated.
By ETtech
Last Updated:
The Chennai bench of the National Company Law Appellate Tribunal (NCLAT) on Friday dismissed an appeal filed by the resolution professional of Byju’s parent, Think & Learn, against an interim order that directed the maintenance of status quo on the shareholding of Aakash Institute.
The matter is related to a consent order which was passed by the The National Company Law Tribunal (NCLT) on April 30 directing that the shareholding of Think & Learn in the company will not be diluted till an order is passed.
Senior counsel Abhinav Vasisht, representing Think & Learn, said that not only is the dilution of its shareholding in Aakash continuing, but also that important company assets have been pledged, and the articles of association (AoA) have been significantly modified.
The coaching centre operator has amended its AoA to remove the reserved rights of minority investors by enforcing the resolutions passed at an extraordinary general meeting (EGM) in November last year.
Glas Trust, which represents Byju's US lenders, have also raised similar concerns regarding the dilution of Think & Learn's stake in Aakash, which remains a profitable subsidiary.
Prior to this, the NCLT had passed an order on March 27 directing that the status quo in respect of the coaching centre operator be maintained as of date.
However this was challenged by Aakash in the Karnataka High Court, which set aside the order on April 8 and sent the matter back to the NCLT for reconsideration. The court also secured an undertaking from Aakash that the shareholding of Think & Learn would remain unchanged until the tribunal completes its hearing and passes an order.
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“Since the impugned order takes the shape of an interlocutory order, which is not deciding any of the rights of the parties, coupled with the fact that the order takes the shape of a consenting order, no interference is called for by this tribunal in the exercise of its appellate jurisdiction at this stage,” it said in its order.The matter is related to a consent order which was passed by the The National Company Law Tribunal (NCLT) on April 30 directing that the shareholding of Think & Learn in the company will not be diluted till an order is passed.
Senior counsel Abhinav Vasisht, representing Think & Learn, said that not only is the dilution of its shareholding in Aakash continuing, but also that important company assets have been pledged, and the articles of association (AoA) have been significantly modified.
The coaching centre operator has amended its AoA to remove the reserved rights of minority investors by enforcing the resolutions passed at an extraordinary general meeting (EGM) in November last year.
Glas Trust, which represents Byju's US lenders, have also raised similar concerns regarding the dilution of Think & Learn's stake in Aakash, which remains a profitable subsidiary.
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Prior to this, the NCLT had passed an order on March 27 directing that the status quo in respect of the coaching centre operator be maintained as of date.
However this was challenged by Aakash in the Karnataka High Court, which set aside the order on April 8 and sent the matter back to the NCLT for reconsideration. The court also secured an undertaking from Aakash that the shareholding of Think & Learn would remain unchanged until the tribunal completes its hearing and passes an order.
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