Think & Learn Private Limited vs Aakash Educational Services Limited

NATIONAL COMPANY LAW APPELLATE TRIBUNAL CHENNAI BENCH (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No. 68 / 2025 (IA No. 701 / 2025) In the matter of: Think & Learn Private Limited (In Corporate Insolvency Resolution Process) Through its Resolution Professional - Mr. Shailendra Ajmera IBC Knowledge Park, 4/1, 2nd Floor, Tower D Bannerghatta Main Road, Bangalore, Karnataka, India - 560029 ... Appellant

V

Aakash Educational Services Limited a public limited company, bearing corporate identification number U80300KA2007PLC 150057 and having its registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Mandapa, Whitefield, Bengaluru - 560037 ... Respondent No.1

Byju Raveendran Director of Respondent No. 1, Through his Power of Attorney Holder, Mr. Srihari Marri Sreepathy S/o N.S. Sreepathy, Having address at 164 B, 6th Street, Alapakkam, Chennai, Tamilnadu - 600095 ... Respondent No.2

Deepak Mehrotra Managing Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.3

Shailesh Vishnubhai Haribhakti Director of Respondent No. 1, having

Comp. App (AT) (CH) No. 68 / 2025 Page 1 of 7 registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.4

Ajay Khanna Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.5

Nikhil Manohar Naik Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.6

Bhumika Batra Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.7

Danda Venkateshwar Prasad Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.8

Chandra Sekhar Reddy Garisa Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor, Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.9

Vaitheeswaran Seetharaman Director of Respondent No. 1, having registered office at No. 5/2, 2nd Floor,

Comp. App (AT) (CH) No. 68 / 2025 Page 2 of 7 Kundanahalli Gate, Vathur Road, Opposite SKR Kalyana Manadapa, Whitefield, Bengaluru - 560037 ... Respondent No.10

Manipal Health Systems Private Limited A private limited company, bearing Corporate identification U85110KA1999PTC024701 and having its registered office at #24/1, 15th Floor, J W Marriott, Vittal Mallya Road Ashok Nagar, Bangalore, Karnataka, India - 560001 ... Respondent No.11

Mr. J.C. Chaudhry A shareholder of Respondent No. I, having address B-8, First Floor, Vasant Marg, Vasant Vihar, New Delhi - 110057 ... Respondent No.12

Mr. Hemant Sultania A shareholder of Respondent No. I, having address E-402, Uniworld City, Sector - 30 & 41, South City-I, Gurgaon - 122001 ... Respondent No.13

Mr. Pavan Chauhan A shareholder of Respondent No. I, having address F-145, Richmond Park, DLF Phase-IV, Gurgaon, Haryana ... Respondent No.14

Beeaar Investco Pte Ltd. A shareholder of Respondent No. I, having address at 30 Cecil Street #19-08 Prudential Tower, Singapore 049712 ... Respondent No.15

MNI Ventures 22 ST Georges Street, Port Louis Mauritius ... Respondent No.16

MEMG Family Office LLP A shareholder of Respondent No. I Company having its address at 24/1, 15th Floor, J W Marroitt, Vittal Mallya Road, Ashok Nagar, Bangalore, Karnataka, India - 560001 ... Respondent No.17

Comp. App (AT) (CH) No. 68 / 2025 Page 3 of 7 Manipal Education and Medical Group India Pvt Ltd. A shareholder of Respondent No. I Company having its address at 24/1, 15th Floor, J W Marroitt, Vittal Mallya Road, Bangalore, Karnataka, India - 560001 ... Respondent No.18 Claypond Capital Partners Private Limited A shareholder of Respondent No. I Company having its address at #24/1, 15th Floor, J W Marroitt, Bangalore G.P.O., Bangalore, Karnataka, India - 560001 ... Respondent No.19

MEMG International India Private Limited A shareholder of Respondent No. I Company having its address at 24/1, 15th Floor, J W Marroitt, Vittal Mallya Road, Ashok Nagar, Bangalore, Karnataka, India - 560001 ... Respondent No.20

Great Learning Education Services Private Limited A shareholder of Respondent No. I Company having its address at S-50, Second Floor, Vasant Square Mall, Plot A Sector-B, Pocket V, Vasant Kunj South Delhi, Delhi 110070 ... Respondent No.21 Singapore VII Topco I Pte. Ltd. Through its constituted attorney, Mr. Rambhawan B, Kewal A shareholder in Respondent No. 1 Company and a company existing under the laws of Singapore, having company registration number 201613343Z and having its registered address at 77, Robinson Road, #13-00, Robinson 77, Singapore 068896 ... Respondent No.22 BCP Asia Athena ESC (Cayman) Ltd. Through its constituted attorney, Mr. Rambhawan B, Kewal A shareholder in Respondent No. 1 Company and a company existing under the laws of the Cayman Islands, having registration number 353834 and having its registered address at One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands ... Respondent No.23

Comp. App (AT) (CH) No. 68 / 2025 Page 4 of 7 Registrar of Companies Registrar of Companies, `E' Wing, 2nd Floor, Kendriya Sadana, Koramangala, Bangalore - 560034 ... Respondent No.24 Committee of Creditors Think & Learn Private Limited IBC Knowledge Park, 4/1, 2nd Floor, Tower D Bannerghatta Main Road, Bangalore, Karnataka, India - 560029 ... Respondent No.25 Present : For Appellant : Mr. SR. Rajagopal, Senior Advocate For TK Bhaskar, Pooja Mahajan, Arveena Sharma, Ichchha Kalash, Samridhi Shrimali, Lakshana Viravalli & S. Madhusmitha, Advocates For Respondents : Mr. E. Om Prakash, Senior Advocate For Chandrachud, Vishnu Mohan, D. Venkata Krishna & Rithika, Advocates for R1 Mr. Arun Kathpalia, Senior Advocate for AR. Ramanathan, Anmol Tayal & S. Sriraman, Advocates for R11 Mr. Dhyan Chinnappa, Senior Advocate for AR. Ramanathan, Anmol Tayal & S. Sriraman, Advocates for R16 - R20 JUDGMENT

(Hybrid Mode) Per : Justice Sharad Kumar Sharma, Member (Judicial):

1. This Company Appeal is preferred under Section 421 of the Companies

Act, 2013, challenging the Impugned Order of 30.04.2025, which was passed by

the Ld. NCLT, Bengaluru Bench, in C.A.No. 68 / 2025 in CP/46/BB/2025.

2. If the finding which has been recorded, in the Impugned Order and

particularly that as contained in Para 7 of the said Order is taken into

consideration, Ld. NCLT in the Impugned Order, while observing that though the

Comp. App (AT) (CH) No. 68 / 2025 Page 5 of 7 Ld. Senior Counsel for the Petitioner, has been pressing for grant of the further

Interim Reliefs, the matter pertaining to the issue of the shareholding of the

Petitioner (TLPL) in Respondent No. 1 Company is yet to be fully heard, has

directed by way of a consent order that the shareholding of TLPL in the

Respondent No. 1 Company will not be diluted, till the prayer of the Petitioner

(TLPL) for the grant of interim reliefs are heard and decided by the Tribunal on

the next date fixed, which was settled to be as 06.06.2025.

3. The said Company Petition i.e. CP No. 46 / BB / 2025, Ld. NCLT had

passed an Interim Order dated 27.03.2025 directing the Respondents to maintain

status quo in respect of their shareholding of Respondent No. 1 Company as on

date, till next date of hearing. The order was challenged before Hon'ble High

Court of Karnataka in Writ Petition No. 10842 / 2025 c/w Writ Petition No. 10859

/ 2025, Hon'ble High Court after hearing both sides, set aside the said Interim

Order granted therein by Ld. NCLT on 27.03.2025 by an Order dated 08.04.2025

and remitted back the matter to Ld. NCLT for fresh consideration on the date

already fixed i.e. 30.04.2025 and passing of appropriate orders, in accordance

with law, after hearing all Counsels representing the respective parties, after

getting an undertaking from the Respondents that shares of M/s. TLPL would not

be diluted till the Tribunal hears the matter and passes the necessary orders on the

date fixed i.e. 30.04.2025.

Comp. App (AT) (CH) No. 68 / 2025 Page 6 of 7

4. Without expressing any opinion on the merits of the matter and particularly

the observations / inferences made in the Interim Order dated 27.03.2025, looking

to the implications flowing from the Order dated 08.04.2025, which was passed

by the Hon'ble High Court of Karnataka and the consent extended by the Ld.

Counsel for the Applicant, to the nature of the interim relief granted by the

Impugned Order of 30.04.2025, we are of the view that the Impugned Order

dated 30.04.2025 would be a consensual order and since it was directed to be

made a subject matter of consideration on a further date within that the Impugned

Order, the said Order is exclusively interlocutory in nature which is yet to be

considered on merits and yet to be given a final shape till the conduct of the final

hearing when the interim reliefs prayed for, are heard and decided by the

Tribunal. Since the Impugned Order takes the shape of an interlocutory order,

which is not deciding any of the rights of the parties, coupled with the fact that

the order takes the shape of a consenting order, no interference is called for by

this Tribunal in the exercise of its Appellate Jurisdiction at this stage. Thus, the

instant Company Appeal (AT) (CH) No. 68 / 2025 lack merits and the same is

accordingly dismissed. The connected pending IA No. 701 / 2025 is closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical) 06/06/2025 SR / MS

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