NCLAT Dismisses Byju Raveendran's Appeal Against Glas Trust's Voting Share In BYJU'S' Committee of Creditors

The National Company Law Appellate Tribunal (NCLAT), Chennai, on Monday dismissed an appeal filed by Byju Raveendran, suspended director and promoter of Think & Learn Pvt. Ltd., challenging Glas Trust's majority voting share in the company's Committee of Creditors (CoC).

The NCLT order had merely listed for hearing Byju's application challenging Glas Trust's majority voting share in the Committee of Creditors (CoC) of Think & Learn Pvt. Ltd.

A bench of Judicial Member Justice N. Seshasayee and Technical Member Jatindranath Swain ruled that the NCLT had not decided any substantive issue. Its July 22 order only fixed August 31 for hearing the application.

“The present order, which is impugned in this appeal, is only a procedural order and no right of any of the parties, more particularly that of the appellant, is decided as to pose a threat to his substantive right,” the bench observed.

The application before the NCLT concerns Glas Trust's claim in the insolvency resolution process (CIRP) of Think & Learn. The CIRP is the process through which creditors seek to resolve the debts of a company facing insolvency.

During the CIRP, the financial creditors form the Committee of Creditors, which takes key decisions in the resolution process.

According to the order, Glas Trust had submitted its claim as Administrative Agent and Collateral Agent for around 124 back-end creditors. Byju's counsel argued that Glas Trust controlled more than 99% of the voting share in the CoC.

The appellant also challenged the authorisations relied upon by Glas Trust. His counsel submitted that authorisations had been produced for only 78 of the alleged back-end creditors.

He further argued that there was no privity of contract between Think & Learn and the alleged back-end creditors. In simple terms, the argument was that there was no direct contractual relationship between the company and those creditors.

Byju had filed IA 490 of 2026 before the NCLT seeking disclosure from the resolution professional. Among other things, he sought details about the alleged disqualified lenders under the November 24, 2021 Credit and Guarantee Agreement.

The application also sought details of when those lenders authorised Glas Trust to represent their interests in submitting its claim in Form C. Form C is the prescribed form used by a financial creditor to submit its claim in a corporate insolvency resolution process.

The order also records an earlier application filed by suspended director and promoter Riju Ravindran. He had sought Glas Trust's removal from the CoC.

The NCLT was prevented from passing a final order on that application after the NCLAT, on September 26, 2025, directed it not to pass the final order. The Supreme Court subsequently directed continuation of that interim arrangement on February 27, 2026.

It was against this backdrop that Byju filed the fresh application before the NCLT. When the matter came up on July 22, the NCLT did not decide the challenge.

Instead, it listed the application for hearing on August 31.

Byju's counsel also argued that the matter required urgent consideration. He submitted that the resolution professional was attempting to sell assets of Think & Learn under Regulation 29 of the CIRP Regulations.

The resolution professional disputed this contention. His counsel pointed out that there was no pleading about the proposed sale before the NCLT and that the issue did not form part of Byju's appeal.

Glas Trust argued that the NCLT's order was only procedural. Since it merely fixed a date for hearing the application, Glas Trust argued that Byju could not be considered aggrieved by the order so as to maintain an appeal.

Glas Trust also submitted that the issues raised by Byju remained open for consideration by the NCLT. The appellate bench agreed with this submission.

The bench observed that it did not propose to pre-empt a decision on those issues. It also noted that the impugned order had not decided any substantive right of the parties.

“We agree with the contention of the counsel for the Glas Trust,” the bench observed.

The NCLAT held that the July 22 order was only a procedural order.

Since it did not decide any party's rights, the appeal itself was not maintainable.

The appeal was accordingly dismissed.