NCLT Bengaluru refuses to stay Byju's EGM of March 29

The National Company Law Tribunal (NCLT) at Bengaluru has refused to stay the extraordinary general meeting (EGM) called by the board of Byju's for March 29. [MIH Edtech Investments BV v. Think and Learn Pvt Ltd & Ors].The board had called for the EGM to increase the authorised capital of its parent company Think and Learn Pvt Ltd to give effect to the rights issue..A coram of judicial member K Biswal and technical member Manoj Kumar Dubey ruled that in light of the several decisions of the Supreme Court and the High Courts, it was not inclined to stay the EGM.Byju's was represented by Senior Advocates KG Raghavan and Dhyan Chinappa along with Advocates Rishab Gupta, Manmeet Singh and Sairam Subramanian, briefed by Saraf and Partners.The investors were represented by Senior Advocates Sudipto Sarkar, Satish Parasaran and Advocate Tine Abraham, briefed by Trilegal..The tribunal was approached by four investors - EdTech Investments, a subsidiary of Prosus NV; General Atlantic Singapore; Peak XV Partners Operations LLC; and Sofina alleging oppression and mismanagement by Byju's. The petitioners added that in view of these pending applications, the scheduled EGM should be deferred till NCLT decides the issue.It was argued that with the present EGM, Byju's was trying to bypass the proceedings and thereby render their application alleging oppression and mismanagement as infructuous. .The tribunal, however, clarified that if any decision or resolution is taken at the meeting that the investors are aggrieved by, the same could be challenged."EGM cannot be stayed, there are decisions. But the decision of the EGM that can be challenged," the tribunal held. .NCLT Bengaluru had on February 27 recorded a statement by Byju's that there will be no allotment of shares without increasing the authorised share capital of Byju's.Further, Byju's was directed to consider the extension of the closure date of the rights issue so that the rights of the investors do not get prejudiced.The matter was adjourned to April 4 for hearing on prayers by the investors seeking ouster of the present management. .The investors approached the tribunal on March 20 challenging a notice by the company for holding the EGM on March 29. However, Byju's contended that it was only complying with the orders of the tribunal to raise authorised capital. On the contrary, it was the investors who were obstructing Byju's, it was argued. .[Read order]