Byju's parent company RP moves NCLAT against Aakash's rights issue

Think & Learn challenges Aakash Educational Services' decision to withhold shares worth ₹25 crore; NCLAT to hear the matter on December 16 amid related AWS appeals

The resolution professional (RP) of Byju’s parent company, Think & Learn, has moved the National Company Law Appellate Tribunal (NCLAT), Chennai, against Aakash Educational Services’ refusal to allot shares to the edtech firm in its recent rights issue.

 

The appeal follows Aakash’s decision to withhold shares worth ₹25 crore subscribed by Think & Learn, citing regulatory concerns and those related to foreign-exchange rules. 

 

The matter was taken up on Monday at the NCLAT before Judicial Member Justice N Seshasayee and Technical Member Jatindranath Swain, who scheduled the hearing for December 16 at 2 pm, alongside two other appeals filed by the RP against Amazon Web Services (AWS).

 

According to the submissions made by the RP’s counsel, the plea arises from the October 17 order of the National Company Law Tribunal (NCLT), Bengaluru, in an oppression and mismanagement case, where interim relief against Aakash’s rights issue was denied.

 

The tribunal had observed a rights issue “can never be considered inequitable” and Think & Learn was only entitled to seek financial disclosures.

 

That order was subsequently upheld when the Supreme Court on November 3 refused to interfere in the NCLAT’s ruling allowing Aakash to proceed with the issue, clarifying that the observations would not prejudice the outcome of the pending appeal.

 

Following the apex court’s decision, the Committee of Creditors (CoC) of Think & Learn resolved to safeguard the value of its 25.7 per cent stake in Aakash by subscribing to the rights issue.

 

Glas Trust, which holds a 99 per cent voting share in the CoC, invested ₹25 crore in Think & Learn through compulsorily convertible debentures (CCDs) to facilitate participation.

 

While Aakash allotted shares to all other subscribers, it withheld Think & Learn’s allotment. 

 

In a related development, the NCLT, Bengaluru, on November 25 rejected a separate plea filed by former Byju’s promoter Riju Ravindran, who sought to block the CCD structure approved by the CoC.

 

Ravindran argued that the instrument resembled external commercial borrowing and contravened regulations of the Foreign Exchange Management Act, and that the CoC had voted without complete financial details.

 

The tribunal, however, declined to intervene, noting that the rights issue had concluded and Aakash had already received the funds. Meanwhile, the RP’s two other appeals against NCLT orders involving Amazon Web Services were also listed before the NCLAT on Monday. 

 

The Bench directed the RP to provide a consolidated table of dates and said the issue of delay would be decided first, as required under Section 61(2) of the Insolvency and Bankruptcy Code. All three matters — the Aakash rights issue dispute, the AWS appeals, and related interim applications — are scheduled for hearing before the NCLAT on December 16.

 

Supreme Court stays high court order

 

On Friday, the Supreme Court stayed the Kerala High Court’s order that had directed the issue of showcause notices and directed Byju’s RP Shailendra Ajmera, GLAS Trust representative Sunil Thomas, and Ernst and Young Chairman Rajiv Memani to personally appear before the high court in contempt proceedings over the sale of Byju’s foreign subsidiaries Epic! Creations Inc and Tangible Play Inc.