BYJU'S EGM Descends into Chaos! Unfolding The Boardroom Drama

BYJU’S EGM, led by select shareholders, faces chaos with protests, glitches, and procedural lapses. Sources reveal ID problems, emotional pleas, and a contentious roll call. Explore the boardroom drama on TICE News.

Swati Dayal
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Protests, technical glitches, and disarray mark Byju’s Extraordinary General Meeting (EGM) called by a group of shareholders. According to internal sources speaking anonymously to TICE, the EGM of BYJU'S concluded in chaos, featuring members being added and removed from the e-meet, employee protests, and technical glitches. 

The meeting, called by a group of investor representatives, faced setbacks including technical issues, protests, and a failure to follow established procedures. Byju Raveendran yesterday disclosed that he would not attend the meeting and called this "Illegal and Invalid".

The chaotic scene unfolded inside the EGM as organizers grappled with managing a long list of attendees, resulting in confusion and disarray. Three registered BYJU’S shareholders confirmed to TICE that they were either not allowed or forcibly removed from the meeting.

Also Read: EXCLUSIVE: From Dubai, Raveendran dubs Byju’s EGM as Invalid & Illegal

Who Called For Today’s EGM?

A group of shareholders had called for the EGM to address financial concerns and issues surrounding the current CEO, Raveendran Byju. Out of the seven listed agendas, key items included the removal of Byju Raveendran, Divya Gokulnath, and Riju Raveendran from their respective roles.

The coalition of shareholders, comprising major investors such as Prosus, General Atlantic, Peak XV, Sofina, Chan Zuckerberg Initiative, Owl Ventures, and Sand Capital Management, scheduled the EGM to address mounting concerns about the management of the edtech giant.

Also Read: Byju's Has A New Board Now: Is It End of the Road for Raveendran?

Identification Woes and Emotional Appeals

One significant issue during the EGM was the organizers' inability to identify authorized participants. The waiting area overflowed, making it impossible to distinguish between those with access rights and those without. Surprisingly, BYJU'S employees were initially allowed in, posting emotional pleas before being abruptly removed, the source revealed.

The roll call process, lasting an unusual two hours, was plagued by technical glitches, including persistent background noise hindering communication. G V Ravishankar from Peak XV, visibly shaken, insisted on proceeding despite the lack of propriety. The organizers struggled to identify the real G V Ravishankar during a confusing moment.

“Some of the messages expressed sentiments such as "Byju sir is the soul of this company," "You are violating the Karnataka High Court order by organizing this illegal EGM. What about us? We are the real stakeholders of BYJU'S," and "BYJU's was, is, and will always be led by Byju sir”, the Source revealed this to TICE.

Violations and Contraventions Emerge

A significant violation occurred when the organizers, after handpicking investors, proceeded to vote on agenda items, directly contravening established procedures and legal requirements. The EGM was legally required to be adjourned since the founders did not participate.

According to the provisions outlined in the EGM Notice, resolutions mentioned in the meeting agenda could only be discussed or voted upon if the quorum was validly constituted, which necessitated the presence of one eligible investor and the founders. Since the founders did not participate in the meeting, it was legally required to be adjourned.

“Moreover, if the resolutions were still put up for discussion or voting, it would have contradicted the principles outlined in the Articles of Association (AoA). Any amendment to the AoA necessitates the approval of 75% of the shareholders, which was not an agenda item and thus should not have been addressed in the meeting. Additionally, the poll paper provided for voting was flawed, as it only contained one business item despite there being seven resolutions to be voted upon. Shareholders have the right to vote differently on different matters, which was not accommodated,” the Source revealed.

Legal Quandaries and High Court Order

The violations, including the lack of quorum and the High Court order, raise concerns about the validity of votes and decisions made. The Karnataka High Court order stated that resolutions could not be acted upon until the next hearing date, indicating a lack of unqualified legal opinions.

“It is worth recalling that, as per the order of the Karnataka High Court, the resolutions could not be acted upon until the next date of hearing set by the court. It appears that the investor representatives who called for this EGM had not obtained an unqualified legal opinion regarding the resolutions being voted upon, considering the lack of quorum and the High Court order.

The numerous violations and irregularities witnessed during the EGM raise serious concerns about the validity and legal standing of the votes and decisions made. The minutes of the meeting are expected to explicitly record all the aforementioned issues. Overall, this tumultuous EGM is likely to be remembered as an event marred by procedural lapses and decisions that may not withstand legal scrutiny. Yet another eventful chapter in the never-ending BYJU’S saga,” the Source said.

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