The National Company Law Appellate Tribunal (NCLAT) has dismissed a plea filed by Resolution Professional of Think & Learn, which owns edtech brand Byju's, challenging an NCLT order directing to maintain status quo regarding the company's stake in Aakash Educational Services.
A two-member NCLAT bench said that since the NCLT order is "consensual" an an interlocutory order, which is not deciding any of the rights of the parties, no interference is called for by the appellate tribunal at this stage.
"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,” said NCLAT.
TLPL, through its RP, had moved the Chennai bench of NCLAT against the NCLT direction not to alter the shareholding, against the backdrop of plans of equity fund raising by Aakash Educational Services.
On March 27, the National Company Law Tribunal (NCLT) had passed an interim order directing to maintain status quo in respect of Aakash Educational Services as on date, till next date of hearing.
The order was challenged by Aakash before the High Court of Karnataka, which, after hearing both sides, on April 8, 2025 set aside the interim order granted by NCLT and remitted the matter to the insolvency tribunal.
This was brought to the notice of NCLT in its next hearing on April 30, 2025, where Abhinav Vasisht, Senior Counsel for Resolution Professional, alleged that not only dilution of shareholding of TLPL in Aakash was continuing but also vital assets of the company have been hypothecated.
The Articles of Association of Aakash, which protect the interest of TLPL have been materially altered, he said, while submitting that the interest of TLPL needs to be protected in all the areas of concern.
However, observing that any interim relief would not be possible as it required detailed submissions and the forthcoming summer vacation, NCLT passed a consent order, directing that stake of TLPL will not be diluted in Aakash.
"…. but in the given facts and circumstances particularly when the matter is yet to be fully heard we would confine to passing a consent order that the shareholding of the Petitioner (TLPL) in the Respondent No.1 Company (percentage wise) be not diluted till the prayer of the Petitioner (TLPL) for interim reliefs are heard and decided by this Tribunal on the next date to be fixed," said NCLT while passing a three-page interim order on April 30.
TLPL has 25 per cent shareholding in Aakash Educational Services.
This order was challenged by TLPL through its RP before the appellate tribunal NCLAT, which declined to interfere in this, saying that the order passed by NCLT seems to be a "consensual order" and interlocutory in nature.
"Thus, the instant Company Appeal (AT) (CH) No. 68 / 2025 lack merits and the same is accordingly dismissed," said NCLAT bench comprising Members Justice Sharad Kumar Sharma and Jatindranath Swain.
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