The National Company Law Appellate Tribunal (NCLAT) has dismissed an appeal by Think & Learn, the parent company of Byju’s, against a National Company Law Tribunal (NCLT) order that directed the parties to maintain the current shareholding in Aakash Educational Services. The appellate tribunal observed that the order is interlocutory and consensual, not warranting intervention at this stage.
NCLAT Upholds NCLT’s Interim Directive
In its order, the two-member NCLAT bench—comprising Justice Sharad Kumar Sharma and Jatindranath Swain—noted that the NCLT’s direction does not adjudicate any substantive rights of the parties. As such, it deemed no interference necessary in the exercise of its appellate jurisdiction.
The NCLT’s interim order, passed on April 30, 2025, instructed the parties to maintain the status quo in the shareholding of Aakash Educational Services until the tribunal hears and decides on the interim relief sought by Think & Learn’s Resolution Professional (RP). This measure was described as a consent order, arising from the circumstances of the ongoing proceedings.
Background of the Dispute
The legal dispute stems from concerns raised by Think & Learn’s RP about potential dilution of its 25 percent stake in Aakash Educational Services. On March 27, 2025, the NCLT had initially ordered a status quo on the shareholding of Aakash Educational Services.
Aakash challenged this interim order before the High Court of Karnataka, which set it aside on April 8, 2025, remitting the matter back to the NCLT for further deliberation. The matter was then reconsidered by the NCLT, which, on April 30, 2025, reiterated its interim directive in the form of a consensual order.
During the NCLT hearing, Abhinav Vasisht, Senior Counsel representing the RP, alleged that the dilution of TLPL’s shareholding was continuing and critical assets of Aakash Educational Services had been hypothecated. Vasisht also argued that the Articles of Association of Aakash had been materially altered, potentially undermining TLPL’s protections.
NCLAT’s Reasoning for Dismissal
The NCLAT bench noted that the NCLT’s directive was interim and did not determine any final rights or entitlements of the parties involved. It further characterized the order as “consensual” in nature, concluding that the appellate tribunal’s intervention at this juncture would be unwarranted.
“The instant Company Appeal (AT) (CH) No. 68 / 2025 lacks merits and the same is accordingly dismissed,” the NCLAT said in its decision.
Implications for Stakeholders
With the NCLAT’s dismissal of the appeal, the interim status quo on the shareholding of Aakash Educational Services remains in force. This decision provides temporary stability while the broader dispute between Think & Learn and Aakash Educational Services continues to play out before the NCLT.
As the legal proceedings progress, the case highlights the complexities of corporate governance in the fast-evolving edtech sector, as well as the crucial role played by tribunals in maintaining equitable outcomes for stakeholders. The matter is expected to return to the NCLT for further substantive hearings on the interim reliefs sought by TLPL’s Resolution Professional.
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