Pranav B Prem

The National Company Law Tribunal (NCLT), Bengaluru Bench, has refused to grant interim relief to insolvent edtech company Think & Learn Pvt. Ltd. (Byju’s) in its plea seeking to restrain Aakash Educational Services Ltd. (AESL) from proceeding with a proposed rights issue aimed at raising additional equity capital.

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The Bench comprising Sunil Kumar Aggarwal (Judicial Member) and Radhakrishna Sreepada (Technical Member) passed the order on October 17, 2025, in a petition filed under Sections 241–242 of the Companies Act, 2013 by the Resolution Professional (RP) of Byju’s, alleging oppression and mismanagement in AESL. The order allows AESL to proceed with its Extraordinary General Meeting (EGM) scheduled for October 29, 2025 as planned.

Background

The petition was filed by Byju’s through its Resolution Professional, claiming that AESL’s Board of Directors had been convening meetings in violation of the Articles of Association and contrary to an earlier order dated November 19, 2024, passed in C.P. (IB) No.149/BB/2023 by the Adjudicating Authority. It was alleged that AESL’s decision to undertake a rights issue was intended to dilute Byju’s shareholding from 25.54% to less than 5%, knowing that Byju’s—currently under Corporate Insolvency Resolution Process (CIRP)—would not be in a financial position to subscribe to the issue. The petitioner contended that its shareholding in AESL represented a major asset, and the dilution would cause serious financial prejudice to the company and its creditors.

Respondents’ Submissions

AESL and other respondents opposed the petition, arguing that this was the second oppression and mismanagement petition between the same parties, with another matter (C.P. No.46/BB/2025) already pending before the Tribunal. They contended that filing multiple petitions on overlapping issues was procedurally improper. The respondents further argued that the rights issue was a legitimate corporate decision intended to raise funds since banks were unwilling to extend further credit due to ongoing shareholder disputes and AESL’s financial constraints. The respondents emphasized that the offer was open to all shareholders, and the petitioner’s inability to participate due to its insolvency could not be treated as unfair or oppressive conduct. It was also submitted that the Articles of Association were no longer workable following the expiry of the original framework and that the previous NCLT order relied on by Byju’s was not binding on AESL, as the company was not a party to those proceedings.

Observations Of The Tribunal

The Tribunal, while considering Byju’s plea for an interim injunction, observed that granting such relief would require an evaluation of issues that are already pending in the earlier petition between the same parties. The Bench, therefore, declined to make detailed observations at this stage to avoid any prejudice to the ongoing proceedings. Rejecting the petitioner’s contention that the proposed rights issue was inequitable, the Bench stated: “As shareholder, the petitioner may validly seek financial documents to be aware of the health of the respondent company, but the proposed rights issue infusing funds cannot be termed to be unequitable. The fact that the petitioner may or may not be able to exercise rights cannot form the basis to assess the efficacy of the board resolution.”  The Tribunal emphasized that acceptance of Byju’s plea would result in an incoherent proposition that undermines the independent decision-making powers of a company’s board.

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Order and Directions

The NCLT noted that the proposed EGM of AESL was scheduled for October 29, 2025, and that the petitioner’s request to stay the meeting was not justified in the circumstances. It held that the case did not warrant an interim order restraining the company from conducting its meeting or proceeding with the rights issue. Accordingly, the Bench declined interim relief, allowing AESL to proceed with the EGM as scheduled. However, the Tribunal issued notice to all respondents (Nos. 1 to 22) and directed them to file replies within two weeks of receiving notice. The petitioner was granted two weeks thereafter to file rejoinders, if any. The matter has been listed for further hearing on November 12, 2025, alongside the previously pending petition involving similar issues.

Appearance

For the Petitioner: Senior Advocate Abhinav Vasisht with advocates Pooja Mahajan, Arveena Sharma, Ichchha Kalash, Hari Krishna Pramod, Aishwarya V Ravindranath, Samridhi Shrimali, Akshita Sachdeva Jaitly, Sparsh Jain

For Respondents: Senior Advocates UK Chaudhary and C K Nandakumar with advocates R Chandrachud, Shyam Sundar (for AESL); Senior Advocate Arun Katpalia with advocate Laksha Kalappa Shri Anmol Jayal for Respondent No 10; Senior Advocate Dhyan Chinnappa, with advocate Laksha Kalappa, Anmol Jayal (for other respondents); Senior Advocate SS Nagananda for the Committe of Creditors.

Cause Title: Think & Learn Pvt. Ltd. through its RP v Aakash Educational Services Ltd. & Ors.

Case No: C.P. No.135/BB/2025

Coram: Sunil Kumar Aggarwal (Judicial Member), Radhakrishna Sreepada (Technical Member)