AESL recently completed its ₹100-crore rights issue, allotting shares to the Manipal Group and Beeaar Investco Pte. Ltd., which contributed ₹58 crore and ₹16 crore, corresponding to their respective holdings of 58.8% and 16%. However, the board has withheld the ₹25 crore deposited by TLPL via its Resolution Professional (RP), citing multiple compliance concerns.
According to AESL, creditors Glass Trust and Byju’s Alpha had consistently opposed the fundraising. After failing to prevent the rights issue before the NCLT, NCLAT, and Supreme Court, the lenders reportedly attempted to participate in the funding round—an action now drawing scrutiny for possible regulatory violations.
“TLPL, currently under a Corporate Insolvency Resolution Process (CIRP), had its RP challenge the rights issue in multiple forums. Despite this, TLPL attempted to subscribe by depositing ₹25 crore,” AESL stated.
AESL commissioned independent legal opinions from a former Supreme Court justice and a retired RBI general manager. Both concluded that the debenture issuance TLPL used to raise funds did not comply with FEMA, ECB guidelines, or the Companies Act. Additionally, a senior advocate confirmed that the investment structure contravened the Master Direction on Foreign Investment in India. Consequently, the transaction is now under the lens of regulatory and investigative authorities.
Earlier, the Supreme Court had dismissed appeals by US-based Glass Trust Co. LLC and TLPL’s RP, Shailendra Ajmera, against AESL’s rights issue, which would reduce TLPL’s stake from 25.75% to 6.125%.
Complications intensified when former TLPL promoter Riju Ravindran filed an application before the NCLT, alleging that TLPL raised ₹25 crore for the rights issue by issuing ₹100 crore worth of debentures in a manner potentially violating FEMA and ECB norms. The tribunal is currently examining these claims.
Sanjay Garg, Head-Legal at AESL, commented, “The funds received by TLPL are in the form of a loan under the ECB framework and cannot be used to acquire equity in AESL. Permitting such a subscription could expose the company to regulatory action.”
Pending NCLT adjudication, AESL has deferred the allotment of shares to TLPL and may keep the ₹25 crore in a separate interest-bearing account. The company also indicated plans for an additional ₹140-crore rights issue in the near future.
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