The Bengaluru Bench of the National Company Law Tribunal (NCLT) has ordered a freeze on assets sold during the insolvency proceedings of Think and Learn Private Limited (TLPL), the parent company of Byju’s, following allegations that assets estimated at around Rs 150 crore were auctioned for just Rs 16 crore.
The tribunal has directed Resolution Professional (RP) Shailendra Ajmera of EY and the successful bidder, Comprint Tech Solutions, to maintain all the auctioned assets in their existing condition until the next hearing on September 21.
Comprint has also been asked to provide, within seven days, a detailed inventory of the assets it purchased, including their present locations and photographs showing their physical condition.
The interim direction followed challenges from several parties to the auction process, particularly over the manner in which the assets were sold and whether all the items included in the auction were actually owned by TLPL.
The tribunal observed that the ownership of several auctioned items “remains in haze”, raising concerns that assets belonging to third parties could have been included in the sale.
WHAT THE RP SAYS
The Resolution Professional has defended the auction, stating that the assets sold were legally owned by TLPL and that the process had been reviewed and approved by the Committee of Creditors (CoC).
The RP has argued that those challenging the auction have failed to establish legal ownership of the disputed inventory. It has maintained that the assets were part of the corporate debtor’s estate and could therefore be dealt with during the insolvency proceedings.
The defence comes amid claims by other stakeholders that the auction was conducted hastily and may have included assets crucial to other companies within the Byju’s group.
ALLEGATIONS OVER FOUR-DAY AUCTION
During the hearing, counsel for Byju’s K3 Education Private Limited alleged that the RP had taken away assets that were important to the subsidiary’s own resolution process. The company also claimed that inventory records from December 2024, which could have helped determine ownership, were not presented before the tribunal.
Counsel for TLPL’s suspended directors also questioned why the auction was completed in just four days. They argued that such an accelerated sale required a clear and well-reasoned justification under Regulation 29 of the insolvency regulations.
Those challenging the sale have also cited Section 18(1)(f) of the Insolvency and Bankruptcy Code, which restricts the RP’s control to assets owned by the corporate debtor.
The central issue, therefore, is not simply the price at which the assets were sold, but whether the RP had the legal authority to auction every asset included in the sale.
The allegations have gained significance because the assets were reportedly valued at around Rs 150 crore but were sold for approximately Rs 16 crore. The substantial difference has raised questions about the valuation of the assets and whether the shortened auction period provided enough opportunity for competitive bidding.
The NCLT has, for now, not ruled on the ownership claims or determined the validity of the auction. Instead, it has ordered that the assets be preserved while the matter is examined further.
Under the tribunal’s directions, Comprint cannot sell, modify, dispose of or otherwise deal with the purchased assets until the next hearing.
The dispute adds another complication to the long-running insolvency proceedings involving Byju’s and its parent company. The case, which initially centred on the edtech firm’s financial obligations, has increasingly expanded into disputes concerning the ownership, valuation and treatment of its assets during the resolution process.
The NCLT is scheduled to hear the matter again on September 21, when it is expected to consider the competing ownership claims and the circumstances surrounding the disputed auction.
