New Delhi: The National Company Law Tribunal (NCLT) has issued notices to key stakeholders, including Byjuโs founders and Blackstone-backed Singapore Topco, in response to a plea by Jagdish Chand Chaudhary, founder of Aakash Education Services Limited (AESL) and a minority shareholder, challenging proposed amendments to the companyโs Articles of Association (AoA). Chaudhary alleges the changes would dilute minority shareholdersโ stakes in Aakash, a subsidiary of ed-tech giant Byjuโs.
A Bench comprising Judicial Member Sunil Kumar Agarwal and Technical Member Radhakrishna Sreepada directed respondentsโincluding Byju Raveendran, Riju Raveendran, Divya Gokulnath, Singapore Topco, and Manipal Systemsโto respond ahead of the next hearing on April 30. Chaudhary, who retained a minority stake after Aakashโs $1 billion acquisition by Byjuโs in 2021, has named 23 parties in his plea.
Background of the Dispute
This marks the second legal clash over the AoA amendments. Earlier, Singapore Topco withdrew its NCLT petition opposing the changes, which it argued would erode its 6.8% stake acquired through a merger with Byjuโs. Separately, lender Glas Trust raised concerns, alleging the amendments aimed to dilute Byjuโs stake in Aakash, a critical asset for the financially strained parent company.
Aakash defended the amendments as essential to secure funding, with Manipal Systems now holding the largest stake following a $300 million debt-to-equity conversion by Ranjan Pai of Manipal Group in January 2024.
Legal Wrangling Across Courts
The NCLT initially barred Aakash from implementing the amendments, but the Karnataka High Court stayed this order, permitting the changes. Singapore Topco contested the High Courtโs jurisdiction, prompting the Supreme Court to intervene and direct Aakash to seek resolution via the National Company Law Appellate Tribunal (NCLAT). The NCLAT declined to lift the stay, advising Aakash and Manipal to approach the NCLT instead. Though Aakash filed a plea to vacate the stay, it withdrew the petition before adjudication.
Glas Trust continues to pursue a separate appeal at the NCLAT, seeking a stay on the AoA amendments.
Stakeholder Representation
Chaudharyโs legal team includes advocates P Chinnappa, Harsh Gupta, Arvind Krishna G, and Priyanka M from IndusLaw. Aakash is represented by Senior Advocate CK Nandakumar with advocates Raj Chandrachud and Shyam Sundar, while Manipalโs counsel comprises Senior Advocate Dhyan Chinnappa and advocates Anmol Tayal and Varun S.
The dispute underscores rising tensions over governance and valuation in Aakash, which operates a vast network of physical coaching centers and remains pivotal to Byjuโs restructuring efforts amid ongoing financial challenges.
