Byju Raveendran Rejects Firing Rumors, Remains CEO of Byju's

New Delhi, Feb 24 (PTI) A day after the investors of troubled edtech firm Byju's voted for a leadership change, Byju Raveendran penned a note to employees asserting he continues to remain CEO and management remains unchanged, as he dubbed Friday's EGM as a "farce".

Raveendran emphasised that rumours of him being fired from Byju's "have been greatly exaggerated and highly inaccurate".

The note to employees assumes significance coming as it does after Byju's shareholders (prominent investors) on Friday voted unanimously for removing founder CEO Raveendran and his family from the board over alleged "mismanagement and failures" at what was once India's hottest tech startup, while the company dug in its heels, calling the voting done in absence of founders as invalid and ineffective.

In an email to employees on Saturday, Raveendran alleged that a lot of essential rules were "violated" at Friday's Extraordinary General Meeting (EGM).

"This means that whatever was decided in that meeting does not count, because it didn't stick to the established rules...It is crucial for everyone to understand the specific issues that make this EGM a farce," he wrote.

PTI has seen a copy of the email.

Raveendran said he firmly believes that the truth will inevitably prevail, despite the "relentless trial by the media".

"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," he said adding it is "business as usual" at BYJU'S.

Outlining what he claimed were "key discrepancies" at EGM, he reiterated 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 people who are mandatory. Our Articles are clear on the quorum requiring the presence of at least one Founder Director. Consequently any resolutions taken at the meeting are not enforceable as per law," he said.

He also stated, "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 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.

Founder CEO Byju Raveendran, his wife and brother - the only three members on the company board as of now - stayed away from the EGM called by a group of six investors, who collectively hold more than 32 per cent in Think & Learn (T&L), the firm that operates online tuition platform Byju's.

At the end, more than 60 per cent of the shareholders voted in favour of all the seven resolutions, which included removing the current management, reconfiguration of the board and a third-party forensic investigation into acquisitions done by the company, sources close to the investors said.

However, sources close to Byju's put the number at 47 per cent on Friday.

Prosus - one of the six investors who had called the EGM - in a statement on Friday said shareholders unanimously passed all resolutions put forward for vote. These included a request for the resolution of the outstanding governance, financial mismanagement and compliance issues at Byju's; the reconstitution of the board of directors, so that it is no longer controlled by the founder of T&L; and a change of leadership of the company.

Byju told staff that the company's 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. 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," he said.

He went on to say that regardless of the "uncalled-for drama", the management is devoting its full attention to the company's operations, and that its vision for the company is unmarred.

"The sun will rise again tomorrow, and we will continue our business, undeterred by the rumors and false narratives being circulated. Rest assured that I am not taking any of these allegations lying down and will challenge these illegal and prejudicial actions," Raveendran said.

Stating that the recent rights issue garnered an "overwhelming response", he said, "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," he claimed.

Earlier this week, Karnataka High Court had refused to stay an emergency shareholder meeting called by select investors of Think and Learn Pvt Ltd -- the owner of BYJU'S -- to oust the company's Founder and CEO and his family from the leadership in the edtech firm but did hand-out an interim relief that any resolution passed at Friday's EGM would not apply until a further hearing on March 13.