Founder and family of Byju’s to not attend EGM, call it invalid

Mumbai: Describing an extraordinary general meeting called by the investors as “procedurally invalid”, the founder family of Think & Learn, the parent company of Byju’s, said founder and CEO Byju Raveendran and other board members will not attend it.

People with knowledge of the consortium of investors’ plans said the EGM will be held. It has been called by key shareholders on 23 February to take stock of the liquidity situation and to oust Raveendran as CEO.

"This EGM is procedurally invalid, contractually in contravention of our AOA and SHA, legally on the wrong side of the Companies Act, 2013. Byju Raveendran or any other Board member will not attend this invalid EGM. This means the EGM, if it is still summoned, will not have the required quorum and cannot proceed to discuss or vote on the agenda,” the company said in a statement.

People with knowledge of the consortium of investors’ plans said the EGM has been called by key shareholders on 23 February to take stock of the liquidity situation and to oust Raveendran as CEO.

Think & Learn Pvt. Ltd moved the Karnataka High Court and secured an order on Wednesday that said any resolution proposed to be passed in the EGM would be invalid until the final hearing and disposition of the petition.

Byju’s filed the petition under Section 9 of the Arbitration and Conciliation Act, 1996, arguing that certain investors had violated the Articles of Association (AoA), the Shareholders’ Agreement (SHA), and the Companies Act, 2013 by calling for an EGM. The investors included General Atlantic, Chan Zuckerberg Initiative, MIH EdTech Investments, Own Ventures, Peak XV Partners (formerly Sequoia Capital India & SEA), SCI Investments, SCHF PV Mauritius, Sands Capital Global Innovation Fund, Sofina, and T. Rowe Price Associates.

The investors however said the court order does not restrict them from holding the meeting and passing resolutions, which meant the plans will stay on course.

On 1 February, key investors holding a combined 30% stake in Think & Learn, called for an EGM to change the company’s leadership, reconstitute its board and address financial management and governance issues.

This followed two unsuccessful attempts by the group of investors to drive changes in the management. According to their joint statement on 1 February, they had requested for an EGM in July and December 2023. 

On both occasions, the company had not taken the investors’ call for an EGM into account.