IN THE NATIONAL COMPANY LAW TRIBUNAL

BENGALURU BENCH, BENGALURU

(Through Physical Hearing / VC Mode (Hybrid))

ITEM No.01

C.A No. 154, 172, 173, 183, 184, 185/2024 and 25/2025

in C.P. No.106/BB/2024

IN THE MATTER OF:

Singapore VII Topco I Pte. Ltd. & Ors. .…Petitioners

Vs

M/s. Aakash Educational Services Ltd. & Ors. …. Respondents

Order under Section 241-242 & 244 of CA, 2013

Order delivered on: 24.02.2025

CORAM:

SHRI K. BISWAL

HON’BLE MEMBER (JUDICIAL)

SHRI RAVICHANDRAN RAMASAMY

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner in C.P/

Applicant in C.A. No. 154/2024: Shri Niranjan Reddy, Sr. Counsel

with Shri Nandish Patel

For the Respondent No.1 in C.P/

Applicant in C.A. No. 172/2024: Shri C.K. Nandakumar, Sr. Counsel,

Shri Srinath Sridevan, Sr. Counsel

with Shri R. Chandrachud and

Shri Shyam Sundar

For the Respondent No.6 in C.P/

Applicant in C.A. No. 173/2024: Shri Dhyan Chinnappa, Sr. Counsel,

with Shri Varun S., Shri Anmol and

Shri Sriram

For Applicant in C.A No. 25/2025: Shri Uday Holla, Sr. Counsel

Shri Srinivas Raghavan, Sr. Counsel

with Shri Nithilesh M. Rao, Shri.

Avinash Balakrishna, Mr. Tejas

C. Shetty

ORDER against M/s. Akash Educational Services Limited & 11 Ors. (Respondents)

C.P. No. 106/2024

1. This Company Petition is filed by the Petitioner under Section 241, 242 and 244

of the Companies Act, 2013 read with Chapter XVI of the Companies Act, 2013

seeking the following reliefs: -

(a) Direct the Respondent Nos.1 to 5 to remove/delete and not take up agenda items no.8 as set out in the EGM notice with respect to the alternation of Respondent No.1’s AoA during the 65th EGM of the Respondent No.1 on

20.11.2024 (b) Strictly in the alternative to prayer clause (a), direct Respondent Nos.1 to 11 to not give effect to the resolution, if passed, in relation to agenda Item No.8 alteration of Respondent Nos.1’s AoA;

(c) Direct Respondent No.12 to not take on record the resolutions passed at the

65th EGM on 20.11.2024 in relation to agenda Item 8 – alteration of Respondent No.1’s AoA, should the same be filed by Respondent No.1 with Respondent No.

(d) Declare that the affairs of Respondent No.1 are being mismanaged, and Respondent No.1 to 6conduct is oppressive and prejudicial to the interests of the Petitioners.

(e) Set aside and declare that agenda item no. 8 inserted in the 65th EGM notice dated 21st October 2024 for being considered and voted upon at the 65th EGM scheduled for 20 November 2024 is in contravention and breach of the AoA and that the EGM notice to the extent of agenda item no. 8 is invalid, void and non-binding on the members of Respondent No.1.

(f) Declare that the resolutions passed at the 16th AGM of Respondent No.1 for the alteration of the AoA and the adoption of the 'Aakash Educational Services Limited Stock Option Scheme' for grant of employee stock options to the employees of Respondent No.1 are null, void and invalid for want of the Petitioners consent and compliance with the Article 121 of the AoA, and consequently direct Respondent No.1 to take such necessary steps to give effect to the setting aside of the resolutions.

(g) Declare that Respondent No.1 to 5% failure to provide the information sought by emails 22 June 2023, 23 June 2023, 24 January 2024 by the Petitioners is in contravention of Articles 126 and 127 of the AoA and constitutes an act of oppression.

(h) Declare that Respondent No.1 to 5 failure to take appropriate steps for appointment of the Petitioners’ nominee director pursuant to the notice dated 23 November 2023 is in contravention of Article 118(a) (i) of the AoA and consequently, direct the Respondent Nos. 1 to 5 to take appropriate steps to appoint the Petitioners’ nominee director in accordance with the notice dated

23 November 2023.

(i) Direct Respondent Nos. 1 to 11 to ensure and act strictly in accordance with the AoA of Respondent No.1 dated 21 June, 2021.

(j) Direct Respondent No. 12 to ensure compliance of the AoA dated 21 June

2021 by Respondent No. 1 to 11.

2. However, today when the matter was called up for h