Byju’s founder says he continues to be CEO, only 45 pc shareholders voted against him
In a letter to the employees, Raveendran said the claims made by a small group of select minority shareholders that they have unanimously passed the resolution in the EGM is completely wrong.
In a note to employees on Saturday, Raveendran alleged that a lot of essential rules were "violated" at Friday's Extraordinary General Meeting (EGM). (File) A day after shareholders voted to oust Think & Learn Pvt Ltd (the parent company of Byju’s) founders from the board and key positions, founder and CEO Byju Raveendran said he “continues to remain the CEO, the management remains unchanged and the board remains the same”.
In a letter to the employees, Raveendran said the claims made by a small group of select minority shareholders that they have unanimously passed the resolution in the EGM is completely wrong. “Only 35 out of 170 shareholders (representing around 45% of shareholding) voted in favour of the resolution. That in itself shows the very limited support that this irrelevant meeting received,” he said.
“I am writing this letter to you as the CEO of our company,” he wrote in the letter.
“Our Shareholder Agreement grants the authority to modify the board’s composition, the management team, and the CEO’s role exclusively to the board, not to a group of shareholders,” Raveendran said. Recognising this, these few select investors have framed their resolution in a manner that requests the board to merely ‘consider’ changes to the current board structure, rather than directly mandating it, he said.
He said the governance of the company is anchored in the Articles of Association and the Shareholder Agreement, further reinforced by the prevailing company law. “These documents collectively form the constitutional backbone of our operations, setting out the rules and procedures by which we must abide,” he wrote in the letter.
At Friday’s Extraordinary General Meeting (EGM), a lot of these essential rules were violated, Raveendran said. “This means that whatever was decided in that meeting does not count, because it didn’t stick to the established rules,” he said.
“To pass any resolution the meeting needs to have a proper quorum, a set of people who are mandatory. Our Articles are clear on the quorum requiring the presence of at least one Founder Director. Consequently, any resolutions taken at the meeting are not enforceable as per law,” he said.
The resolutions passed at the EGM included the removal of founder Byju Raveendran as CEO, his wife Divya Gokulnath and brother Riju Raveendran from their respective management roles and as Directors.
Moreover, shareholders led by Prosus also moved the National Company Law Tribunal (NCLT) against oppression and mismanagement by the company.
The EGM resolutions included a request for the resolution of the outstanding governance, financial mismanagement and compliance issues at Byju’s, the reconstitution of the board of directors so that it is no longer controlled by the founders of Think & Learn and a change in the leadership of the company, said statement from Prosus, a leading global technology investor.
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