Byju’s founder asserts he remains CEO, with only 45% of shareholders voting against him
After a contentious Extraordinary General Meeting (EGM), Byju Raveendran, the CEO and founder of Think & Learn Pvt Ltd, the parent company of Byju’s, clarified that he remains the CEO, the management remains unchanged, and the board is unchanged. Shareholders voted on resolutions to remove Byju Raveendran, his wife Divya Gokulnath, and brother Riju Raveendran from their management roles and as Directors. Byju Raveendran countered, stating that only 45% of shareholders voted in favor of the resolutions, highlighting limited support for the proposed changes.
In a letter to employees, Raveendran emphasized that the authority to modify the board's composition and management team rests with the board itself, not a group of shareholders. He pointed out that the governance of the company is based on the Articles of Association and the Shareholder Agreement, reinforced by company law. Raveendran criticized the EGM, asserting that it violated essential rules, including proper quorum requirements, rendering any resolutions unenforceable according to the law.
The resolutions passed at the EGM requested the removal of Byju Raveendran as CEO, along with his wife and brother from their roles and as Directors. Shareholders, led by Prosus, also filed a petition with the National Company Law Tribunal (NCLT) against alleged oppression and mismanagement by Byju’s. The resolutions aimed to address governance, financial mismanagement, and compliance issues at Byju’s and sought to reconstitute the board of directors, reducing control by Think & Learn founders. Additionally, the shareholders called for a change in the company's leadership.
The situation underscores the internal strife within Byju’s and the challenges faced by the founders to maintain control amidst dissenting shareholders. The legal implications of the EGM and subsequent actions, including the NCLT petition, add complexity to the ongoing situation, raising questions about the company's future leadership and governance.
