 "Byju's, the edtech giant's founder and chief executive officer (CEO), Byju Raveendran")
Byju Raveendran, the Chief Executive Officer (CEO) and founder of Byju’s told employees that he continues to be the CEO of the edtech firm, the management remains unchanged, and the board remains the same.
Raveendran’s reaching out to the employees, comes a day after investors of Byju’s, during the extraordinary general meeting (EGM) on Friday, voted and passed resolutions including removing Raveendran as CEO. They passed resolutions to change the board, which included Raveendran’s wife and co-founder, Divya Gokulnath, and his brother Riju Ravindran.
“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,” said Raveendran in a letter addressed to the employees and a copy of which 'Business Standard' has seen.
“The rumours of my firing have been greatly exaggerated and highly inaccurate,” he further added.
The investors conducted an EGM on Friday as they are deeply concerned about the future stability of the company under its current leadership and with the current constitution of the board. They are concerned about outstanding governance, financial mismanagement, and compliance issues and want a change in leadership of the company. Raveendran and his family didn’t attend the meeting.
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Regardless of this uncalled-for drama, Raveendran said the management is devoting its full attention to the company’s operations. “The sun will rise again tomorrow, and we will continue our business, undeterred by the rumours and false narratives being circulated,” said Raveendran. “Rest assured that I am not taking any of these allegations lying down and will challenge these illegal and prejudicial actions.”
However, Raveendran said that the governance of the company is anchored in the Articles of Association and the Shareholder Agreement, further reinforced by the prevailing company law. These documents collectively form the constitutional backbone of the company’s operations, setting out the rules and procedures by which we must abide.
He further added that the company's governance structures are meticulously crafted and legally binding. These ensure decisions and changes occur within a rigorous legal and procedural framework. They aren't just suggestions; they are firm rules that everyone in the company, including all shareholders, must follow.
“Think of it like the game rules that all players must stick to in a board game,” said Raveendran. “Just as you can't change the rules of a game midway without agreement from all players, we can't alter how our company is run without following these strict guidelines.”
Raveendran said at the EGM on Friday, that a lot of these essential rules were violated. This means that whatever was decided in that meeting does not count, because it didn't stick to the established rules. “Regardless of the relentless trial by the media, I firmly believe that the truth will inevitably prevail."
Quoting American writer Mark Twain, Raveendran said "A lie can travel halfway around the world while the truth is still putting on its shoes."
He said everyone must understand the specific issues that make this EGM a farce. He stated that the meeting was convened without following the proper procedure set out by the law and the Company’s Articles of Association. To pass any resolution the meeting needs to have a proper quorum, a set of mandatory people.
“Our articles are clear on the quorum requiring the presence of at least one Founder Director,” he said. “Consequently, any resolutions taken at the meeting are not enforceable as per law.”
He said the claims made by a small group of select minority shareholders that they have unanimously passed the resolution in the EGM is completely wrong. Raveendran said that only 35 out of 170 shareholders (representing around 45 per cent of shareholding) voted in favour of the resolution. That in itself shows the very limited support that this irrelevant meeting received.
He said 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 that this is evident from the excerpt of the resolution passed in yesterday's meeting; “Resolved that the approval of shareholders is hereby accorded for the Company and Board to Consider changes to the current Board structure to …….”
“I assure you that, as always, I am dedicated to making decisions that serve the best interests of our company,” said Raveendran.
Additionally, he said that the Karnataka High Court had granted interim relief, clearly stating that any decisions made during the meeting would not be given effect until resolution. This order, coupled with numerous procedural irregularities and deficiencies, invalidates the resolutions passed by a select, narrow group of shareholders.
“These minority shareholders are intent on spreading misinformation in the media,” said Raveendran. “The company will not stoop to their level and engage in a media war. We are confident that their actions will ultimately fail, and the company’s position will prevail.”
