# In the matter of Think & Learn Private Limited

> NCLT judgment dated 2026-04-07. Citation: TCN-2026-NCLT-00466. Aakash Educational Services Limited (Applicant), facing financial distress, initiated a rights…

- **Court:** NCLT
- **Order date:** 7 Apr 2026
- **Citation:** TCN-2026-NCLT-00466
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-bengaluru/think-learn-private-limited-b1fd33c7

## Summary

### Background

Aakash Educational Services Limited (Applicant), facing financial distress, initiated a rights issue of equity shares. Think & Learn Private Limited (Corporate Debtor), an existing shareholder, participated in this rights issue by raising funds through a Debenture Subscription Agreement with Byju's Alpha Inc. and remitting approximately ₹25 crores to the Applicant. The Applicant, however, developed concerns regarding the legality and regulatory compliance of these funds, specifically whether the instruments qualified as Compulsorily Convertible Debentures (CCD) or debt, potentially attracting External Commercial Borrowings (ECB) guidelines and Foreign Exchange Management Act (FEMA) provisions. Consequently, the Applicant kept the allotment of shares to the

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## Facts

Aakash Educational Services Limited (Applicant) is engaged in providing educational services and is undergoing financial distress.

The Applicant undertook a rights issue of equity shares aggregating to ₹240 crores, approved by its Board on 04.10.2025 and shareholders on 29.10.2025.

A Letter of Offer dated 29.10.2025 was issued to shareholders, including the Corporate Debtor, for subscription to equity shares aggregating to ₹100 crores in the first tranche (offer period 03.11.2025 to 21.11.2025).

Think & Learn Private Limited (Corporate Debtor), through its Resolution Professional (Respondent No.1), executed a Debenture Subscription Agreement dated 07.11.2025 with Byju's Alpha Inc. to raise ₹100 crores for participating in the rights issue.

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## Issues and analysis

### Issue 1: Whether the National Company Law Tribunal (NCLT) has jurisdiction under Section 60(5) of the …

**Ratio:** The NCLT's residuary jurisdiction under Section 60(5) of the IBC is confined to matters

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**Reasoning:** The NCLT acknowledged that the decision to raise funds and participate in the rights

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**Interpretation:** Section 60(5)(c) of the IBC, while broad, does not empower the NCLT to delve

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**Application:** The Applicant sought a determination of FEMA compliance, classification of

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## Parties

- **Judges:** Sunil Kumar…; Radhakrishna…
- **Appellants:** Aakash Educational…
- **Respondents:** Think and Learn…; SHAILENDRA…; +1 more

## Timeline

- **2025-10-04 — Board Approval of…**: Board of Directors of Aakash Educational…
- **2025-10-29 — Shareholder Approval…**: Shareholders in an Extraordinary General Meeting (EGM) approved the rights issue. A…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 60(5) — Adjudicating Authority for corporate persons](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-60)

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