Case: GLAS Trust Company LLC vs Shailendra Ajmera (RP of Think and Learn Pvt Ltd) & Aakash Educational Services Ltd
Bench: Justice N. Seshasayee (Judicial Member) & Mr. Jatindranath Swain (Technical Member)
Tribunal: NCLAT Chennai
Date: 28 October 2025
Summary of the Case
GLAS Trust Company LLC, holding a 99.41% voting share in the CoC of Think and Learn Pvt. Ltd (TLPL)—the parent company of Aakash Educational Services Ltd (AESL)—sought to restrain Aakash from convening its Extraordinary General Meeting (EGM) on 29 October 2025. The EGM was called to approve a rights issue and increase Aakash’s authorised share capital, which GLAS claimed would dilute TLPL’s 25.41% stake to about 5%, thereby reducing asset value under insolvency.
GLAS argued that the proposed move violated earlier NCLT Bengaluru orders and that the RP of TLPL should have been included in Aakash’s decision-making process as per its original Articles of Association (AoA).
Aakash countered that the capital increase was a commercial necessity stemming from its Debenture Trust Deed (DTD) signed in April 2023, predating TLPL’s CIRP admission, and that TLPL would still retain rights to subscribe under the rights issue.
Tribunal’s Analysis
- No Prima Facie Case:
The NCLAT held that Aakash was not bound by the NCLT’s earlier order since it was not a party to that proceeding. The company acted within its independent corporate rights. - IBC Does Not Extend to Subsidiaries’ Management:
The tribunal clarified that IBC proceedings for a corporate debtor (CD) cannot be stretched to interfere in the internal management or capital decisions of its subsidiary companies. - Right Issue Doesn’t Violate “Status Quo” Orders:
TLPL, as a shareholder, could choose to participate in the rights issue and maintain its shareholding. Any dilution would be due to TLPL’s own decision, not Aakash’s actions. - Corporate Autonomy Prevails:
Aakash’s decision to amend its AoA and raise capital was seen as a commercial move linked to its prior debt obligations, not as an attempt to harm TLPL or its creditors. - Balance of Convenience:
Granting an injunction would harm Aakash’s commercial interests and contradict the IBC’s objective of preserving enterprise value.
Final Order
The NCLAT dismissed the interim injunction plea (I.A. No.1514 of 2025), allowing Aakash to proceed with its EGM and rights issue.
Key Takeaways
- IBC protection does not extend to subsidiaries’ internal affairs.
- Subsidiaries retain full commercial autonomy even if their holding company is under CIRP.
- Right issues are legitimate capital-raising tools, not automatically violative of insolvency proceedings.
- RP and CoC cannot interfere with operational decisions of independent companies in which the corporate debtor holds shares.
- Corporate and insolvency laws must operate harmoniously, preserving both commercial freedom and creditor rights.
