NCLAT Chennai Dismisses Byju’s Appeal Against NCLT Interim Order in Aakash Shareholding Case
Pranav B Prem
The Chennai Bench of the National Company Law Appellate Tribunal (NCLAT), consisting of Justice Sharad Kumar Sharma (Judicial Member) and Jatindranath Swain (Technical Member), dismissed an appeal filed by Think & Learn Private Limited (Byju's) against Aakash Educational Services Limited and others. The Appellate Tribunal found that the impugned order passed by the National Company Law Tribunal (NCLT), Bengaluru Bench, was merely interlocutory in nature and had been issued with the consent of the parties. Therefore, no interference at the appellate stage was warranted.
Background of the Case
Think & Learn Private Limited (TLPL), currently under Corporate Insolvency Resolution Process (CIRP) and represented through its Resolution Professional, filed an appeal under Section 421 of the Companies Act, 2013, challenging the NCLT's order dated 30.04.2025 in CA No. 68/2025 in CP/46/BB/2025.
The NCLT Bengaluru, in its impugned order, directed that TLPL’s shareholding in Aakash Educational Services Limited (Respondent No. 1) should not be diluted until the interim reliefs sought by TLPL were considered and decided. This direction was passed as a consent order based on submissions made by the learned Senior Counsel representing TLPL and other respondents. The next date for hearing on the interim reliefs was fixed for 06.06.2025.
Earlier, on 27.03.2025, the NCLT had passed an interim order directing the respondents to maintain the status quo concerning the shareholding pattern of Aakash Educational Services Limited. Aggrieved by this, certain parties had approached the Hon’ble High Court of Karnataka by filing Writ Petition No. 10842/2025 and Writ Petition No. 10859/2025. The High Court, by order dated 08.04.2025, set aside the NCLT’s interim order and remitted the matter back to the NCLT for fresh consideration after hearing all parties. However, the High Court directed that, until such reconsideration, the shareholding of TLPL should not be diluted.
Following the High Court’s directions, the matter came up again before the NCLT on 30.04.2025. At this stage, after considering submissions of all counsel and upon consent of the parties, the NCLT recorded in its order that TLPL’s shareholding would remain unaffected until the Tribunal considered and decided the interim reliefs on the next date.
Observations by NCLAT
The NCLAT, while considering the appeal filed by TLPL, carefully examined the nature and scope of the impugned order. The Appellate Tribunal noted that the order dated 30.04.2025 was explicitly passed with the consent of the parties involved and did not determine any substantive rights or claims of the parties. Rather, it merely maintained the status quo on shareholding as an interim arrangement until a final decision was made on TLPL's request for interim relief.
The Tribunal held: "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 was further observed that the matter was still pending before the NCLT for final adjudication regarding the interim reliefs sought by TLPL, and the appeal was premature as the underlying issues had not been finally determined.
Verdict
In view of these findings, the NCLAT concluded that the appeal filed by Think & Learn Private Limited was devoid of merit and dismissed the same. The Tribunal also disposed of the connected Interim Application No. 701/2025. Accordingly, the Appellate Tribunal declined to exercise its appellate jurisdiction, emphasizing that the impugned order was interlocutory and consensual, and thus not amenable to interference at this stage.
Appearance
For Appellant: Mr. SR. Rajagopal, Senior Advocate For TK Bhaskar, Pooja Mahajan, Arveena Sharma, Ichchha Kalash, Samridhi Shrimali, Lakshana Viravalli & S. Madhusmitha, Advocates
For Respondents: Mr. E. Om Prakash, Senior Advocate For Chandrachud, Vishnu Mohan, D. Venkata Krishna & Rithika, Advocates for R1 Mr. Arun Kathpalia, Senior Advocate for AR. Ramanathan, Anmol Tayal & S. Sriraman, Advocates for R11 Mr. Dhyan Chinnappa, Senior Advocate for AR. Ramanathan, Anmol Tayal & S. Sriraman, Advocates for R16 - R20
Cause Title: Think & Learn Private Limited V. Aakash Educational Services Limited & Ors.
Case No: Company Appeal (AT) (CH) No. 68 / 2025 (IA No. 701 / 2025)
Coram: Justice Sharad Kumar Sharma [Member (Judicial)], Jatindranath Swain [Member (Technical)]
[Read/Download order]
