NCLT stays Aakash's EGM resolution to amend Articles of Association

The National Company Law Tribunal (NCLT) on Wednesday stayed a resolution related to amendment in the Articles of Association (AoA) of Aakash Educational Services which allegedly seeks to dilute the rights of petitioners including Singapore VII Topco I.

An Extra Ordinary General Meeting (EGM) of Aakash Educational Services was scheduled to be held on Wednesday to consider and approve alteration in the AoA, which was objected to by the petitioners.

" ... in the interests of justice, this Tribunal directs the Respondents No.1 to 11 (Aakash Educational Services and others) not to give effect to the resolutions, if passed, in relation to the Agenda Item No 8 in the Extra Ordinary General Meeting to be held on today i.e. 20.11.2024, till the disposal of the main Petition," said NCLT in its interim order.

The Bengaluru bench of NCLT directed that the matter will be listed for the next hearing on December 19, 2024.

NCLT order came over a petition filed by Singapore VII Topco I Pte Ltd and others under Sections 241, 242 and 244 of the Companies Act, which protect the rights of minority shareholders.

They had requested to direct Aakash Educational Services not to take up agenda item no 8 in the EGM, which was for "alternation" of the AoA.

The petitioners, including Singapore VII Topco I, which hold 6.97 per cent of stake in Aakash Institute, alleged that their rights and interests were being oppressed.

Senior advocates Kapil Sibal and Darius Khambata appearing for the petitioners submitted that the proposal to delete Part-B of the AoA in its entirety would deprive them of all their rights.

The petitioners also submitted that according to Article 121 of the AoA, without their prior written approval, the shareholders of Aakash are restricted from "taking any action or commitment on Reserved Matters".

"However, neither approval of the Applicants was taken, nor any Reserved Matter Notice was issued in relation to proposed agenda for the 65th EGM pertaining to adoption of the altered AoA of Respondent No. 1. Therefore, any decisions or actions taken in relation to the deletion of Part B of the AoA or any other alteration to the AoA at the 65th EGM shall be void ab initio and not be valid or binding on Respondent No. 1," they submitted.

The contention was opposed by Aakash (represented by senior advocates Mukul Rohatgi, K.G Raghavan, Abhishek Singhvi and others) saying petitioners have failed to even bring out the basic and fundamental information well within their knowledge, viz., the present shareholding pattern of the company.

They alleged applicant was suppressing the material documents and did not come with clean hands.