Supreme Court Dismisses Byju Raveendran's Appeal Against NCLAT Order Mandating CoC Nod For BCCI's Plea To Withdraw CIRP

The Supreme Court on Friday dismissed an appeal filed by Byju Raveendran, suspended director and promoter of Think and Learn Private Ltd (which ran the Ed-Tech firm Byju's), challenging an order of the National Company Law Appellate Tribunal which held that the approval of the Committee of Creditors is necessary for the application filed by the BCCI to withdraw the insolvency proceedings against Byju's.A bench of Justice JB Pardiwala and Justice KV Vishwanathan dismissed the appeal. Earlier, in July, the Supreme Court had dismissed the appeals filed by the BCCI and Riju Raveendran against the same NCLAT order.The primary question raised in the appeal was whether the withdrawal of CIRP, through Form FA submitted by BCCI on 16 August 2024, was made before or after the constitution of CoC. The appellant relied on the Supreme Court's earlier judgment, particularly Paras 63(ii), 78 and 79, to assert that the case falls under the pre-CoC category. Justice Pardiwala today asked what was wrong with the view taken by the NCLAT that paragraph 87 of the Supreme Court's judgment would apply. In Para 87, the Supreme Court had noted that the CoC was constituted during the pendency of the proceedings and had allowed the parties to seek remedies relating to withdrawal and settlement of claims "in compliance with the legal framework governing the withdrawal of CIRP."The senior counsel for Byju submitted that the earlier petition in the Supreme Court was filed at the pre-CoC stage and the CoC was formed during the pendency of that matter. He argued that paragraphs 78 and 79 of the judgment should apply.The bench however expressed disinclination. "The moment we accept your argument, we frustrate the entire process," Justice Pardiwala said."Kindly consider my predicament. BCCI was the only Section 9 applicant, whose entire dues I paid out of my personal pocket. Now the whole complexion has changed,"Byju's counsel urged. The Court however did not entertain further submissions and dismissed the matter.BackgroundThe insolvency dispute concerning Think and Learn Private Limited, which operates Byju's, stems from an application filed by the Board of Control for Cricket in India that led to admission of the company into CIRP on July 16, 2024. A settlement was reached on July 31, 2024, and the entire claim of BCCI was paid by suspended director Riju Ravindran from his personal funds. On August 2, 2024, the NCLAT accepted the settlement and permitted withdrawal of CIRP, but this order was later stayed by the Supreme Court on August 14, 2024.Two days after the stay, BCCI sent Form FA to the Resolution Professional for withdrawal of CIRP. The dispute in the present case centres on whether the withdrawal should be treated as “pre-CoC formation” or “post-CoC formation”. The settlement was later quashed by the Supreme Court.Byju Raveendran in his appeal argues that the settlement and submission of Form FA preceded constitution of the Committee of Creditors and therefore the withdrawal must be processed under Regulation 30A(1)(a), requiring approval of the NCLT. He alleges that instead of filing the withdrawal before the NCLT, the Resolution Professional went ahead and constituted a provisional CoC on August 21, 2024 and a CoC on August 31, 2024, enabling GLAS Trust Company LLC – representing Byju's US based lenders – to secure 99.41% voting share.The Supreme Court on October 23, 2024, while quashing the settlement, noted that the law was silent about withdrawal after admission of CIRP but before the CoC is constituted.The Court held that the correct course of action for the NCLAT would have been to stay the constitution of the Committee of Creditors and ask the parties to follow the procedure under Section 12A of the IBC and Regulation 30-A of the Insolvency and Bankruptcy Board of India (IBBI) (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 for the withdrawal.In the present appeal, Raveendran has contended that the NCLT on January 29, 2025 nonetheless treated the settlement as post-CoC and directed that the withdrawal application be placed before the CoC, which was upheld by the NCLAT.Raveendran has challenged both orders, arguing that the tribunals misread the Supreme Court judgment and that delay by the IRP in filing Form FA cannot convert a pre-CoC settlement into a post-CoC case.He has also alleged large-scale fraud in the CIRP, including collusion between GLAS, the IRP and Ernst & Young, misuse of claim filings and misconduct in formation of the CoC. The NCLT has already ordered disciplinary proceedings against the IRP for misleading conduct. The validity of the very CoC that is being treated as the decision-making body on withdrawal is separately under challenge and orders in that appeal are awaited.Case no. – Diary No. 27895-2025Case Title – Byju Raveendran v. Pankaj Srivastava and Ors.Click Here To Read/Download Order

Supreme Court Dismisses Byju Raveendran's Appeal Against NCLAT Order Mandating CoC Nod For BCCI's Plea To Withdraw CIRP

Amisha Shrivastava

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