Aniket PujariAESL, which TLPL had acquired in April 2021 for about $950 million in cash and stock, is an operational part of the Byju’s empire. It generated revenues of ₹2,433 crore in fiscal 2023 (data for the last two fiscal years has not been filed with the ministry of company affairs). Lenders to TLPL are fighting with Raveendran and other shareholders for AESL’s control.
In an 8 January legal notice, the resolution professional for TLPL, Shailendra Ajmera, wrote to lawyers for Singapore-registered Beeaar Investco Pte Ltd’s directors, claimed that the Raveendran investment firm’s actions caused “substantial harm and prejudice” to TLPL, which is under a bankruptcy resolution process.
Ajmera is a transaction advisory services partner at consultancy firm EY. A resolution professional, also referred to as a bankruptcy administrator, is an insolvency expert appointed under India’s bankruptcy law, Insolvency and Bankruptcy Code (IBC), to run a bankrupt company’s resolution process, including taking control of operations, collecting creditors’ claims, and steering a resolution plan through.
At the centre of Byju’s wider dispute is a $1.2 billion term loan raised in November 2021 from a group of US-based hedge funds and distressed asset investors. The loan was backed by a pledge of 100% equity in Byju’s Alpha Inc., a US subsidiary that sat within the borrowing structure. Lenders have alleged in US court proceedings that the pledged shareholding was transferred in breach of their rights—first to Beeaar and then onward to a third party.
In July 2024, GLAS Trust Co. LLC—the administrative and collateral agent for TLPL’s $1.2‑billion lenders—moved the Bengaluru bench of the National Company Law Tribunal (NCLT) seeking to initiate insolvency proceedings against TLPL. The lenders said they approached the tribunal after months of failed restructuring talks and alleged defaults under the term loan.
Since then, GLAS Trust has dominated TLPL’s committee of creditors, with a National Company Law Appellate Tribunal order noting it holds 99.41% of the voting share.
Transfer of AESL ownership
Ajmera’s notice, which has been reviewed by Mint, alleged that Beeaar, through representatives, backed amendments to AESL’s articles of association (AoA) at shareholder meetings—changes that removed TLPL’s special rights and granted them to the Manipal Group, which today owns 58% in AESL. The group, led by Ranjan Pai, a Bengaluru-based billionaire with businesses in education and healthcare, backed Raveendran as an early funder of TLPL.
Such a removal of lender rights, as Mint had reported on 5 December, had raised legal and governance questions about of Beeaar’s participation in AESL’s ₹250 crore rights issue and who ultimately controls, benefits from, and can deal in the shares.
Those concerns deepened when filings before the Registrar of Companies (RoC), which Mint reported on 11 December, showed that Bisy Philip, a United Arab Emirates-based businesswoman, had subscribed to about 32.2 million shares worth around ₹16.09 crore in the same rights issue—exactly matching the stake that AESL later publicly announced was held by Beeaar.
What made the Philip’s participation in the rights issue curious was that she is the wife of Rajendran Vellapalath, whose name has appeared in US court filings related to some of Byju’s US assets.
That overlap raised the possibility that Beeaar’s stake in AESL had been routed to Philip, a thread that features in the resolution professional’s notice.
In the notice, Ajmera has alleged that Beeaar was not recorded as a recipient of the new shares and that Philip was listed as a subscriber, which indicated that the Singapore investment vehicle of Raveendran had renounced its entitlement in her favour.
Peeling the onion
The resolution professional’s 8 January notice also names two Singapore-based senior executives of global professional services firm Alvarez & Marsal (SE Asia) Pte. Ltd—Joshua James Taylor, a managing director, and Srikanthan (Rajan) Natarajan, a senior director—as Beeaar’s directors.
In the letter, Ajmera alleged the two were, “at all material times”, Beeaar’s sole directors with the “sole and exclusive power and authority” to act for Beeaar in matters connected to AESL and claimed they were responsible for Beeaar’s conduct that allegedly diluted TLPL’s rights in the Aakash company.
Ajmera’s notice listed AESL board meetings where decisions were used to strip TLPL of special rights and confer them on the Manipal Group. In January 2023, the resolution professional alleged that Taylor and Natarajan backed a board resolution to appoint Raveendran as director and then to make him managing director in November that year. AESL’s articles of association was allegedly amended in September 2024. These moves, the notice noted, were used to strip TLPL of special rights and confer them on the Manipal Group.
Taylor and Natarajan rejected the allegations. In a 9 January reply to Ajmera, they said they were appointed as Beeaar’s directors for a limited purpose after an “event of default” under financing involving alternative investment management firm Davidson Kempner, following which the latter approached them to be nominee directors in July 2023.
They also said they were not informed of and did not participate in most of the AESL shareholder meetings and actions cited in the notice, including those relating to the rights issue and the alleged renunciation in favour of Philip. They were not served notices even though AESL had their contact details for at least some meetings, they added.
Further, on the rights issue, the resolution professional’s notice alleged that Beeaar was not listed as receiving new shares, while Philip was shown as subscribing to the final AELS rights issue.
“Given that the shares under rights issue were issued at face value only, the factum of renunciation (of entitlement to rights issue) by Beeaar in favour of Ms. Bisy Philip is evidently undertaken to consolidate the rights of Mr. Rajendran Vellapalath in AESL,” the notice added.
In their response to the resolution professional, Taylor and Natarajan denied authorizing any renunciation or rights-issue action, and said they had no knowledge of Philip or Vellapalath.
Mint reached out to AESL, Raveendran, the Manipal Group, Byju’s, Philip, and Alvarez & Marsal and its two executives named in the notice, but did not receive a response from any of them.
Key legal questions
At the heart of the resolution professional’s notice and the A&M directors’ rebuttal is a simple but decisive question: did Beeaar’s rights and votes get exercised through valid authorizations or through documents the directors say they never signed?
According to experts, these disputes are mostly decided on the paperwork—board resolutions, signatures, and internal controls that show who had authority and how, if at all, that authority was bypassed.
“Since a rights issue is a statutory entitlement, any renunciation must be a ‘voluntary and conscious act’ of the shareholder. If the resolution professional can prove the renunciation was forged or unauthorized, the allotment to the third party becomes void ab initio,” said B. Shravanth Shanker, managing partner at B. Shanker Advocates Llp.
On options before TLPL’s resolution professional, Shanker said a temporary injunction to keep the status quo and prevent any further transfer of the disputed shares could be the first step.
He added that the more durable remedy is to move a petition under Section 59 of the Companies Act, 2013, which allows an aggrieved party to seek correction of the company’s register of members. Such a petition can effectively ask the tribunal to undo an allegedly wrongful entry in the shareholding records and restore the register to what it should have been.
