Glas Trust has raised concerns about Think & Learn resolution professional’s (RP) actions, specifically questioning the decision to allow Byju’s founder to represent Think & Learn on Aakash’s board.
“The RP is not bothered even though the assets from the company are being frittered away,” said Glas Trust.
The Insolvency and Bankruptcy Code (IBC) emphasises protecting an entity’s assets so that the maximum value of the entity is preserved. However, by allowing Byju’s founder Byju Raveendran to continue representing Think & Learn on Aakash’s board, the RP may violate the above IBC principles.
The upcoming EGM is set to amend the test prep platform’s articles of association, effectively resulting in Think & Learn losing control over Aakash’s majority of directors and also infringing the rights of minority shareholders of Aakash.
“That board earlier had Byju Raveendran as the representative of the corporate debtor (Think & Learn) on the board of Aakash. Now that the RP has taken over, naturally, Raveendran cannot be representing the corporate debtor of a subsidiary,” said the counsel representing Glas Trust.
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“The RP needs to clarify how he allowed him to either continue on the board even after taking over or if he sent his representative, as an EGM cannot be called without a qualified board. The board has now apparently passed a resolution calling for a meeting on November 20,” Glas Trust added. The minority shareholders of Aakash have also filed a mismanagement and oppression petition against the current management of the entity.
According to the counsel representing the minority shareholders in Aakash which includes global private investment firm Blackstone, the EGM seeks to remove all the rights of the minority shareholders through the amendment while conferring special rights on the major shareholder Ranjan Pai’s Manipal Education and Medical Group.
The group holds about 40% stake in Aakash. “It is a clear act of oppression,” the counsel said.
Separately, the counsel for the RP requested the bench to prioritise The Board of Control for Cricket in India’s (BCCI) withdrawal of the insolvency petition against the edtech firm.
Even though the RP was appointed, the settlement happened before the constitution of the committee of creditors (CoC) and hence the tribunal should prioritise the withdrawal application before it delves into other issues, the RP’s counsel said.
“The Supreme court has said that there is now a framework for withdrawal. The decision-making body is NCLT and not CoC,” he added.
The BCCI filed the application following an October 23 Supreme Court ruling, which quashed a National Company Law Appellate Tribunal (NCLAT) order that allowed the settlement of Rs 158 crore payment between the BCCI and Byju’s.
Also Read: BCCI withdraws petition against Byju’s at NCLT for insolvency, says counsel for resolution professional
