GLAS Trust Company LLC Vs Shailendra Ajmera (NCLAT Chennai)
M/s Think and Learn Pvt. Ltd. (TLPL) held about 25.41% shareholding in M/s Akash Education Services Ltd. (Akash). TLPL was admitted to the Corporate Insolvency Resolution Process (CIRP) by an order dated 16.07.2024, and a Resolution Professional (RP) was appointed. The Committee of Creditors (CoC) of TLPL was principally constituted by GLAS Trust Company LLC, holding about 99.41% voting share.
Akash proposed to convene an Extraordinary General Body Meeting (EGM) to increase its authorised share capital. Glas Trust apprehended that such increase would dilute TLPL’s shareholding from about 25% to about 5% and reduce the value of TLPL’s shares. Consequently, Glas Trust approached the National Company Law Appellate Tribunal, Chennai Bench, seeking interim injunction to restrain Akash from holding the EGM scheduled on 29.10.2025 and from diluting TLPL’s shareholding.
The background revealed that under Akash’s Articles of Association (AoA), TLPL had significant control over Akash’s Board and decision-making. In April 2023, Akash resolved to raise funds by issuing debentures, leading to execution of a Debenture Trust Deed which required amendment of the AoA. After TLPL entered CIRP, Akash’s Board passed resolutions to amend its AoA, dropping provisions that granted TLPL control. Glas Trust challenged these actions before the Adjudicating Authority, which passed an order on 19.11.2024 directing that no consequential action be taken based on the Board meeting dated 21.10.2024. Akash challenged this order separately, contending it was not heard.
