NCLAT dismisses GLAS Trust’s plea against Aakash AGM, rights issue

The National Company Law Appellate Tribunal (NCLAT), Chennai Bench, has dismissed an interim application filed by GLAS Trust Company LLC—the principal member of the Committee of Creditors (CoC) of Think & Learn Private Limited (Byju’s)—against Aakash Educational Services Ltd (AESL). The tribunal declined to restrain AESL from convening its Extraordinary General Meeting (EGM) on October 29, 2025, to approve a rights issue, affirming that AESL’s Board has the legal authority to raise capital to meet its business requirements.

The two-member Bench, comprising Justice N Seshasayee (Judicial) and Jatindranath Swain (Technical), held that GLAS Trust—supported by Shailendra Ajmera, the Resolution Professional (RP) of Think & Learn and a partner at Ernst & Young LLP (EY)—failed to establish any prima facie case for injunction.

The tribunal observed that AESL, as a separate juristic entity, retains its independent right to raise funds and cannot be compelled to sacrifice its commercial interests merely because one of its shareholders—Think & Learn—is undergoing insolvency proceedings.

“Jurisprudentially, a company and its controlling entities are not the same… the fact that some among those who held controlling power are exposed to CIRP cannot be stretched to the extent of enabling interference in the company’s right to protect its commercial existence,” the Bench noted.

While holding that GLAS Trust and the RP failed to satisfy the triple criteria for grant of interim relief to stall the EGM, the Bench observed: “Indeed, the value of TLPL’s shares in Aakash can never be preserved if Aakash is commercially killed. Therefore, the spirit of the IBC is best served when companies in which the corporate debtor holds shares are allowed to prosper, irrespective of who exercises controlling power.”

NCLAT further clarified that AESL’s proposed rights issue, being proportionate to the existing shareholding, does not by itself dilute Think & Learn’s equity; the decision to subscribe or renounce the offer rests solely with the CoC and the RP.

The order reinforces that issues concerning corporate control and shareholding dilution, if any, fall within the ambit of oppression and mismanagement proceedings under the Companies Act, and not under the Insolvency and Bankruptcy Code (IBC).

AESL was represented by Senior Advocates Gopal Subramanium, Dr U.K. Chaudhary, Arun Kathpalia, and R. Chandrachud, Advocate.

With this ruling, AESL is free to proceed with its EGM and capital-raising plans, while the underlying appeals (C.A. 50 of 2025 and C.A. 139 of 2025) remain pending before the NCLAT for final hearing.

Also See: List of Byju’s assets up for sale under insolvency resolution process