Raveendran’s assurance comes a day after a group of investors voted to oust him. He termed as “farce” an extraordinary general meeting (EGM) called by the investors on Friday.
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“I am writing this letter to you as the CEO of our Company. Contrary to what you may have read in the media, I continue to remain CEO, the management remains unchanged, and the board remains the same. Put differently, it is “business as usual” at Byju’s,” Raveendran said in a note to employees on Saturday.
The group of investors including Dutch technology investment firm Prosus also voted to change the board of Byju’s parent–Think & Learn–which includes Raveendran, his wife and cofounder Divya Gokulnath and brother Riju Ravindran.
Raavendran, in his note, reiterated that the company’s governance is anchored in the Articles of Association (AoA) and the Shareholder Agreement (SHA), which are further reinforced by the prevailing company law.
He asserted that the claims made by a small group of select minority shareholders that they have unanimously passed the resolution in the EGM is ‘completely wrong’. “Only 35 out of 170 shareholders (representing around 45% of shareholding) voted in favour of the resolution. That in itself shows the very limited support that this irrelevant meeting received,” he said.
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Raveendran told the employees that the Shareholder Agreement grants the authority to modify the board’s composition, the management team, and the CEO’s role “exclusively to the board, not to a group of shareholders.”“Recognising this, these few select investors have framed their resolution in a manner that requests the board to merely ‘consider’ changes to the current board structure, rather than directly mandating it,” he said in the letter.
According to him, the shareholder agreement and Articles of Association at Byju’s collectively form the constitutional backbone of its operations, setting out the rules and procedures by which the shareholders must abide by. “Our company’s governance structures are meticulously crafted and legally binding, ensuring decisions and changes occur within a rigorous legal and procedural framework,” he said, reiterating his stance on the EGM resolutions being invalid.
Also read | Byju’s EGM: Sharp noises, ‘phishing’ attack delay cloud investor-led meeting to oust CEO Raveendran
He said a lot of “essential rules were violated” at Friday’s EGM.
“Rest assured that I am not taking any of these allegations lying down and will challenge these illegal and prejudicial actions,” he said.
On February 21, Byju’s obtained an interim stay from the Karnataka High Court, which said that any resolutions passed at the EGM wouldn’t be implemented and would be contingent upon the final decision on a petition filed by the edtech firm. The matter will be heard next by the high court on March 13.
“Our rights issue has seen an overwhelming response. In fact, such has been the scale of its success that even those who were sitting on the fence are now rushing to get a piece of the action. This momentum is irreversible, and our comeback is now inevitable,” Raveendran said in his letter. “To reemphasise, the rumours of my firing have been greatly exaggerated and highly inaccurate.”
Byju’s is raising $200 million in the rights issue at 99% discount to its previous peak valuation of $22 billion. Any investor not participating in the issue will see their shareholding wiped out.
