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Embattled edtech major Byju’s founder Byju Raveendran, and the company’s other board members co-founder Divya Gokulnath and Riju Ravindran will not attend the extraordinary general meeting (EGM) called by a select group of investors on Friday.
They are the only board members at Think & Learn, parent of Byju’s. The company called the EGM ‘invalid’. However, according to sources, the investors will continue with the EGM. The EGM is valid and fully in accordance with applicable law, said investor sources, adding that it would be incorrect to say that the EGM won’t have the quorum if founders don’t attend.
“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. As custodians of BYJU’S, it is the responsibility of the Founders to respect the established procedures of law and protect the company’s integrity,” said BYJU’S spokesperson.
This comes at a time when the Karnataka High Court on Wednesday has passed an order asking Byju’s shareholders not to bring in effect any resolutions expected to be passed during the extraordinary general meeting (EGM) organised by select investors of the edtech giant Byju’s until the final hearing of its plea.
Byju’s filed a petition under section 9 of Arbitration and Conciliation act asking the court to restrain its shareholders from holding the EGM on February 23. The EGM called by a group of investors, who are seeking the removal of Byju Raveendran as its chief executive. The company claimed that by calling for an EGM, the investors violated the shareholders’ agreement.
The Bengaluru-based firm said it filed the petition against investors including Prosus, General Atlantic, Chan Zuckerberg Initiative, Owl Ventures, Peak XV Partners (formerly Sequoia Capital), SCI Investments, SCHF PV Mauritius, Sands Capital, Sofina and T Rowe Price Associates.
The cash-strapped edtech firm said the EGM proposal to rejig the company board, which includes Raveendran, his wife and cofounder Divya Gokulnath and brother Riju Ravindran, was “merely a smokescreen”, aimed to “disrupt the management, control, and functioning of the company”.
Earlier this month, a consortium of key shareholders, holding over 30 per cent stake in Byju’s, issued a notice to the embattled edtech firm, calling for an extraordinary general meeting (EGM) to address “persistent issues”, including a proposed change of management at the firm.
Byju’s rights issue to raise $200 million at a valuation cut of 99 per cent has been fully subscribed, Raveendran said in a shareholder letter earlier this week. The company’s founder is set to put $45-$46 million in rights issue to preserve his shareholding in the company.
In the letter, Raveendran committed to restructuring the Board and appointing two non-executive directors to the Board by the mutual consent of the founder and shareholders after the FY23 Audit, which is expected to close by the end of the quarter.
he Enforcement Directorate (ED) had reportedly approached the Bureau of Immigration (BOI) earlier this month to issue a fresh look out circular (LOC) against Byju Raveendran, Founder and CEO of Byju’s, to ensure that he does not leave the country, according to news reports.
Back in November, the ED issued show cause notices to the company and Raveendran for violating the Foreign Exchange Management Act (FEMA) after its investigation. The adjudicating authority under FEMA issued notices for “contraventions of the provisions of FEMA, 1999 amounting to ₹9,362.35 crore,” the ED had noted in a statement.Byju Raveendran, family to skip EGM called by investors
Embattled edtech major Byju’s founder Byju Raveendran, and the company’s other board members co-founder Divya Gokulnath and Riju Ravindran will not attend the extraordinary general meeting (EGM) called by a select group of investors on Friday.
They are the only board members at Think & Learn, the parent of Byju’s. The company called the EGM ‘invalid’.
“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. As custodians of BYJU’S, it is the responsibility of the Founders to respect the established procedures of law and protect the company’s integrity,” said BYJU’S spokesperson.
This comes at a time when the Karnataka High Court on Wednesday has passed an order asking Byju’s shareholders not to bring in effect any resolutions expected to be passed during the extraordinary general meeting (EGM) organised by select investors of the edtech giant Byju’s until the final hearing of its plea.
Byju’s filed a petition under section 9 of Arbitration and Conciliation act asking the court to restrain its shareholders from holding the EGM on February 23. The EGM called by a group of investors, who are seeking the removal of Byju Raveendran as its chief executive. The company claimed that by calling for an EGM, the investors violated the shareholders’ agreement.
The Bengaluru-based firm said it filed the petition against investors including Prosus, General Atlantic, Chan Zuckerberg Initiative, Owl Ventures, Peak XV Partners (formerly Sequoia Capital), SCI Investments, SCHF PV Mauritius, Sands Capital, Sofina and T Rowe Price Associates.
The cash-strapped edtech firm said the EGM proposal to rejig the company board, which includes Raveendran, his wife and cofounder Divya Gokulnath and brother Riju Ravindran, was “merely a smokescreen” aimed to “disrupt the management, control, and functioning of the company”.
Earlier this month, a consortium of key shareholders, holding over 30 per cent stake in Byju’s, issued a notice to the embattled edtech firm, calling for an extraordinary general meeting (EGM) to address “persistent issues”, including a proposed change of management at the firm.
Byju’s rights issue to raise $200 million at a valuation cut of 99 per cent has been fully subscribed, Raveendran said in a shareholder letter earlier this week. The company’s founder is set to put $45-$46 million in rights issue to preserve his shareholding in the company.
In the letter, Raveendran committed to restructuring the Board and appointing two non-executive directors to the Board by the mutual consent of the founder and shareholders after the FY23 Audit, which is expected to close by the end of the quarter.
he Enforcement Directorate (ED) had reportedly approached the Bureau of Immigration (BOI) earlier this month to issue a fresh look out circular (LOC) against Byju Raveendran, Founder and CEO of BYJU’S, to ensure that he does not leave the country, according to news reports.
Back in November, the ED issued show cause notices to the company and Raveendran for violating the Foreign Exchange Management Act (FEMA) after its investigation. The adjudicating authority under FEMA issued notices for “contraventions of the provisions of FEMA, 1999 amounting to ₹9,362.35 crore,” the ED had noted in a statement.
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