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, after allegations that assets worth 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 preserve all the auctioned assets in their present condition until the next hearing on September 21.
Comprint has also been directed to submit, within a week, a comprehensive inventory of the assets purchased, along with their current locations and physical photographs.
The interim order came after several parties challenged the auction process, particularly the manner in which the assets were sold and questions over whether all the goods auctioned actually belonged to TLPL.
The tribunal noted that the ownership of several of the auctioned items “remains in haze”, raising concerns that assets belonging to third parties may have been included in the sale.
The Resolution Professional has defended the auction, maintaining that the assets sold were legally owned by TLPL and that the sale had been vetted and approved by the Committee of Creditors (CoC).
According to the RP’s position, the parties challenging the auction have not been able to establish a legal title over the disputed inventory. The RP has also maintained that the assets formed part of the corporate debtor’s estate and could therefore be dealt with as part of the insolvency process.
The RP’s response comes amid allegations from other stakeholders that the auction was conducted in haste and that assets critical to other entities within the Byju’s group may have been included in the sale.
During the hearing, counsel for Byju’s K3 Education Private Limited alleged that the RP had deprived the subsidiary of assets that were important for its own resolution process. The company also alleged that inventory records dating back to December 2024, which could have helped establish ownership of the assets, were not placed before the tribunal.
Lawyers representing the suspended directors of TLPL also questioned the decision to complete the auction within four days. They argued that such a fast-tracked disposal required a clear and reasoned justification under Regulation 29 of the insolvency regulations.
The challengers have also relied on Section 18(1)(f) of the Insolvency and Bankruptcy Code, which limits the RP’s control to assets owned by the corporate debtor.
At the heart of the dispute, therefore, is not merely the price at which the assets were sold, but whether the RP had the authority to sell all the assets included in the auction.
The allegations are particularly significant because the assets were reportedly valued at around Rs 150 crore but fetched only about Rs 16 crore in the auction. The wide gap has prompted questions over whether the assets were appropriately valued and whether the compressed auction timeline allowed sufficient opportunity for competitive bidding.
For now, the NCLT has stopped short of deciding the competing claims of ownership or the validity of the auction. Instead, it has ordered the assets to be preserved pending further examination.
The tribunal’s directions mean that Comprint cannot dispose of, alter or otherwise deal with the purchased assets until the matter is considered again.
The dispute adds another layer to the prolonged insolvency proceedings involving Byju’s and its parent company. What began as a battle over the edtech company’s financial liabilities has increasingly expanded into disputes over the ownership, valuation and handling of its assets during the resolution process.
The NCLT is expected to take up the matter again on September 21, when it will examine the competing claims and the circumstances surrounding the disputed auction.