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On March 28, 2024, India’s National Company Law Tribunal (NCLT) declined to stop a shareholder meeting scheduled for the next day to consider a capital increase at Think & Learn, Byju’s parent company. The decision allowed the meeting to go ahead; it was not a final court approval of Byju’s proposed $200 million rights issue.
What the tribunal decided in March 2024
Investors asked the Bengaluru bench of the NCLT to stay the March 29 extraordinary general meeting (EGM) and block the rights issue. On March 28, the tribunal refused the request to halt the meeting and listed the dispute for a further hearing on April 4. TechCrunch reported the interim decision; Business Standard also covered the order and the scheduled EGM.
The meeting’s stated purpose was to increase Think & Learn’s authorised share capital, a step needed to give effect to the fundraising. The meeting and the fundraising were related, but legally distinct: declining to stay the EGM did not decide whether the rights issue was valid or resolve the investors’ broader challenge.
What shareholders were being asked to consider
A rights issue offers existing shareholders the opportunity to buy additional shares, usually in proportion to their existing holdings. Byju’s proposed issue was reported as a $200 million fundraising. Reports said the company needed at least 50% of votes at the EGM to approve the authorised-capital increase. That was the reported voting threshold for the meeting, not a finding by the tribunal on the merits of the issue. The Economic Times described the meeting and the company’s reported position.
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The NCLT’s reported directions included making shareholder records or cap-table information available and providing information investors had requested ahead of the meeting. The company said the information would be made available. Business Standard reported these directions.
Why the March order was not the end of the dispute
The March decision addressed an interim request to stop a particular meeting. The tribunal did not, by allowing the EGM to proceed, issue a final ruling on the investors’ petition or establish that the full fundraising had been received, allotted or could be used.
There was also a separate dispute in the Karnataka High Court over resolutions passed at an investor EGM in February. Those resolutions sought changes to founder Byju Raveendran’s leadership and the board. The High Court continued interim protection against implementing the disputed outcomes at that point. That governance case was separate from the NCLT’s consideration of the March rights-issue meeting. Business Standard reported on the distinction between the proceedings.
What was reported about the $200 million issue
The Economic Times and India Today reported that the issue was offered at a 99% discount to Byju’s former $22 billion peak valuation. These are reported transaction and valuation comparisons, not a valuation set by the NCLT. India Today covered the reported issue size and valuation comparison.
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Byju’s said the issue was fully subscribed. In a shareholder letter quoted by TechCrunch on June 13, 2024, Raveendran wrote: “Our rights issue is fully subscribed and my gratitude to my shareholders remains strong.” A subscription claim is not the same as confirmation that the company received, allotted or could use the full amount. TechCrunch reported the statement and the later proceedings.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How the June 2024 order changed the picture
In a later order reported in June 2024, the NCLT directed Byju’s to maintain the status quo in existing shareholdings and restrained it from proceeding with a second tranche of the rights issue until the main investor petition was disposed of. Funds collected in that second tranche were to be held separately and not used while the petition remained pending. The Economic Times reported the June directions.
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The June restraint means the March ruling should not be read as a blanket green light for the full $200 million raise. The latest outcome established by the cited reports is the June 2024 restraint; they do not establish the final disposition of the pending petition or the rights issue’s ultimate status.
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