The Supreme Court on Friday dismissed an appeal filed by Byju Raveendran, the suspended director and promoter of Think and Learn Private Ltd, the company behind Byju’s. He had challenged an NCLAT order which held that the Board of Control for Cricket in India (BCCI) could withdraw its insolvency case against Byju’s only with the approval of the Committee of Creditors (CoC).

A bench of Justice JB Pardiwala and Justice KV Vishwanathan dismissed the appeal. Previously, in July, the Supreme Court had also dismissed appeals by the BCCI and Byju Raveendran against the same NCLAT order.

Background:

The insolvency dispute began when BCCI filed an application leading to the admission of Think and Learn Private Limited into Corporate Insolvency Resolution Process( CIRP) on July 16, 2024. A settlement was reached by July 31, 2024, with suspended director Riju Raveendran paying BCCI’s entire claim from personal funds. On August 2, 2024, the NCLAT accepted the settlement and allowed withdrawal of CIRP, but this decision was stayed by the Supreme Court on August 14, 2024.

Two days later, BCCI submitted Form FA to the Resolution Professional(RP) requesting withdrawal of CIRP. The controversy hinges on whether the withdrawal should be seen as “pre-CoC (Committee of Creditors) formation” or “post-CoC formation.” The settlement was subsequently quashed by the Supreme Court.

In his appeal, Byju Raveendran asserted that the settlement and Form FA submission preceded CoC constitution and thus the withdrawal should be processed as per Regulation 30A(1)(a), requiring NCLT approval. He alleged that instead of filing the withdrawal before NCLT, the Resolution Professional went ahead to constitute a provisional CoC on August 21 and then a formal CoC on August 31, 2024. This gave GLAS Trust Company LLC, representing Byju’s US-based lenders, a 99.41% voting share.

The Supreme Court, in its October 23, 2024 order quashing the settlement, noted the law was silent on withdrawal after CIRP admission but before CoC constitution.

The  Court held that NCLAT should have stayed the constitution of the CoC and directed parties to follow Section 12A of the Insolvency and Bankruptcy Code and Regulation 30-A of the Insolvency and Bankruptcy Board of India Regulations, 2016, for withdrawal.

Despite this, the NCLT in January 2025 treated the settlement as post-CoC and ordered the withdrawal application be placed before the CoC, a decision upheld by the NCLAT. Byju Raveendran challenged these orders, arguing misinterpretation of the Supreme Court judgment and that delays by the IRP (Insolvency Resolution Process) in filing Form FA should not classify the case as post-CoC.

He also raised allegations of large-scale fraud in the CIRP process, including collusion between GLAS, the IRP, and Ernst & Young, misuse of claim filings, and misconduct in forming the CoC.

Legal Proceedings:

Byju Raveendran relied on the Supreme Court’s earlier judgment, particularly paragraphs 63(ii), 78, and 79, to argue that the case should be considered under the pre-CoC category. Justice Pardiwala questioned the objection to NCLAT’s interpretation of paragraph 87 of the earlier Supreme Court judgment, which noted that the CoC was constituted during ongoing proceedings and permitted parties to seek remedies on withdrawal and settlement of claims "in compliance with the legal framework governing the withdrawal of CIRP."

Byju’s counsel contended that the earlier Supreme Court petition was filed before the CoC was formed and that paragraphs 78 and 79 of that judgment were applicable. However, the bench expressed reluctance to accept this view, with Justice Pardiwala stating, "The moment we accept your argument, we frustrate the entire process."

However, Counsel for Byju pleaded, "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," but the Court rejected further submissions and dismissed the case.

The NCLT has already ordered disciplinary proceedings against the IRP for misleading conduct. The validity of the CoC as the decision-making body on the withdrawal remains contested, with further orders awaited.

Case Title: Byju Raveendran v. Pankaj Srivastava and Ors. [Diary No. 27895-2025]