Supreme Court agreed to list for an early hearing the appeal of U.S.-based creditor Glas Trust Company LLC against a judgment of the NCLAT. File
| Photo Credit: Reuters

The Supreme Court on Friday (September 6, 2024) agreed to list for an early hearing the appeal of U.S.-based creditor Glas Trust Company LLC against a judgment of the NCLAT, which had stayed insolvency proceedings against ed-tech firm BYJU’s and approving its ₹158.9 crore dues settlement with the BCCI.

A Bench comprising Chief Justice D.Y. Chandrachud and Justices J.B. Pardiwala and Manoj Misra was urged by senior advocate N.K. Kaul, appearing for the ed-tech major, that the case needed to be heard at the earliest.

Mr. Kaul said, “The only funding was done by the promoters and today no one has brought any external borrowing. We have to show today how malafide the petition (of U.S. firm) is.”

“I will get it listed as early as possible,” the CJI, who was indisposed and in quarantine for the last few days, said.

Senior advocate Kapil Sibal, appearing for the U.S.-based creditor, said it also wanted an early hearing.

Earlier on August 22, the Bench had refused to pass an interim order to ensure that the committee of creditors (CoC) does not hold any meeting in pursuance of the insolvency proceedings against the embattled ed-tech firm. It had listed the plea for a final hearing on August 27.

The Bench had said the developments, which may take place in the meantime, can be negated if it finds there was no merit in the appeal of the U.S.-based creditor against the judgment of the appellate insolvency tribunal NCLAT.

The plea was mentioned earlier on August 20 by Byju’s and the BCCI and the top court had then also refused to pass an interim order to restrain the Insolvency Resolution Professional (IRP) from constituting a committee of creditors (CoC) in the insolvency proceedings against the ed-tech firm.

In a major setback to Byju’s, the top court had on August 14 stayed the verdict of NCLAT, setting aside the insolvency proceedings against the ed-tech major and approving its Rs 158.9 crore dues settlement with the Indian cricket board.

The August 2 verdict of the NCLAT had come as a huge relief for Byju’s as it had effectively put its founder Byju Raveendran back in control.

The top court, however, had prima facie termed the NCLAT verdict as “unconscionable” and stayed its operation while issuing notices to Byju’s and others on the appeal of the ed-tech firm’s US-based creditor against the judgment of the insolvency appellate tribunal.

The case stemmed from Byju’s default on a Rs 158.9 crore payment related to a sponsorship deal with the BCCI.

The top court had directed the BCCI to keep a sum of Rs 158 crore it had received from Byju’s after a settlement in a separate escrow account till further orders.

“Issue notice. Pending further orders there shall be a stay of the impugned order of August 2 of NCLAT. In the meantime, BCCI shall maintain the amount of Rs 158 crore, which shall be realised in pursuance of a settlement, in a separate escrow account until further orders,” the bench had said.

The NCLAT had approved the ₹158.9 crore dues settlement with the BCCI and set aside the insolvency proceedings against Byju’s.

Byju’s had entered into a “Team Sponsor Agreement” with the BCCI in 2019. Under the agreement, the ed-tech firm got exclusive rights to display its brand on the Indian cricket team’s kit and some other benefits. Byju’s had to pay a sponsorship fee. The company met its obligations till the middle of 2022 but defaulted on subsequent payments of ₹158.9 crore.

After insolvency proceedings were initiated, Byju’s entered into a settlement with the BCCI.

On July 16, the Bengaluru bench of the National Company Law Tribunal (NCLT) had admitted ‘Think and Learn’, Byju’s parent company, to the insolvency resolution process on a plea filed by the BCCI over default in payment of outstanding dues of almost Rs 158.9 crore.

While suspending the board of the ed-tech firm, the NCLT had appointed an interim resolution professional to run the operations of the company, suspended the company’s board of directors, and brought it under moratorium by freezing its assets.

The U.S.-based lenders suspected that the settlement amount was being diverted from the credit they had extended to Byju’s.

National Company Law Appellate Tribunal (NCLAT) Chennai Judicial Member Justice Sharad Kumar Sharma on July 29 recused himself from hearing an appeal by Byju Raveendran against the insolvency proceedings ordered against Think & Learn Private Limited, which runs Byju’s, citing that he has appeared for Board of Control for Cricket in India (BCCI) as senior counsel in number of cases.

He directed for the matter to be placed before NCLAT chairperson for nomination of appropriate Bench for hearing the case.

Also read: Byju’s woes: A timeline of the Indian edutech giant’s troubles at home and abroad

The National Company Law Tribunal (NCLT), Bengaluru, had ordered insolvency proceedings against Think & Learn Private Limited. The development came after the Board of Control for Cricket in India (BCCI) filed a petition claiming a default of ₹159 crore.

The NCLT had appointed Pankaj Srivastava as an interim resolution professional, who will oversee the management of Byju’s and power of board of directors was suspended for now.

Byju Raveendran, suspended director, promoter, & shareholder of Think & Learn Private Limited had moved NCLAT against the insolvency proceedings order. At the hearing on July 29, Justice Sharad Kumar Sharma said he is not proposing to take up the matter, as he has been appearing as senior counsel for BCCI. “So, I can’t hear the matter,” he said.

“I will not venture into this. I have been regular counsel for the BCCI in a number of cases”, Justice Sharad Kumar Sharma said and directed the case to be placed before NCLAT Chairperson for nomination of an appropriate Bench.

One of India’s hottest tech companies, Byju’s, allegedly hid $533 million in an obscure three-year-old hedge fund that once said its principal place of business was an IHOP pancake restaurant in Miami, according to lenders trying to recover the cash.

Byju’s last year transferred more than half a billion dollars to Camshaft Capital Fund, the investment firm founded by William C. Morton when he was just 23 years old, some Byju’s lenders claim in a lawsuit. Morton’s fund received the money despite an apparent lack of formal training in investing, according to the lenders. What’s more, luxury cars – a 2023 Ferrari Roma, a 2020 Lamborghini Huracan EVO, and a 2014 Rolls-Royce Wraith – have been registered in Morton’s name since the transfer occurred, according to court papers.

The allegations are the latest twist in an increasingly public battle between Byju’s, an India-based education tech firm, and lenders who claim the $533 million is collateral for a $1.2 billion loan. The two sides have been trading accusations about the loan, with lenders claiming it is in default and Byju’s accusing lenders of predatory tactics.

“Byju’s has gone to great lengths to conceal the whereabouts of borrower’s $533 million for the admitted purpose of hindering and delaying” creditors, they argued in Miami-Dade County court filings.

Byju’s, once India’s most valuable startup, is trying to strike a deal with creditors and this week made a surprise proposal to buy back the loan within six months. To bankroll that repayment, it’s in talks to sell some of its overseas assets to private equity and strategic investors. In an emailed statement late Tuesday US time, Byju’s said it’s not a party to the Florida court proceedings and hasn’t been served with copies of the lawsuit.

Glas Trust, the agent for the creditors, hasn’t informed Camshaft about the lawsuit, the fund’s lawyers said. “Camshaft vigorously denies the statements made in Glas Trust Company’s” court filing, Camshaft lawyer David Massey said in an emailed statement.

IHOP Fund

Byju’s sent the money to Camshaft even though the hedge fund appears to cater to smaller clients. Camshaft accepts as little as $50,000 – “an extremely low threshold for a hedge fund,” lenders said in their court filing.

In a 2020 Securities and Exchange Commission filing, Camshaft listed its principal business address as 285 NW 42nd Ave. Far from a typical office, that building is currently home to an IHOP. The diner in Miami’s Little Havana district is surrounded by a drive-through car wash and a strip mall that hosts a massage parlor and a sandwich shop.

An employee on shift on a slow Tuesday afternoon served two families who sipped juice and munched on burgers while Blake Shelton’s “God’s Country” played in the restaurant. “A hedge fund? No,” the server, Ana, said with wide eyes.

“If I had somebody coming in every day, or regularly, I’d recognize them,” she said.

She said she’d never heard of Morton, Camshaft Capital Fund, or Byju’s and that the address had been home to the IHOP for decades. She’s worked there for 10 years and hasn’t noticed people doing anything that looked like a business deal.

Miles away from that IHOP, an entity linked to Camshaft listed a swanky oceanfront condo at the Porsche Design Tower in Sunny Isles Beach – where the likes of Lionel Messi own homes – as its business address, court papers show.

In an unrelated lawsuit filed by Camshaft in Miami in June, the hedge fund said its principal place of business is in the Virgin Islands.

Cash Fight

The missing cash has been at the heart of the lenders’ actions. The lenders’ agent, Glas Trust, won an early round in the fight by gaining control of the Byju’s unit that issued the debt. But by then, the cash had vanished. Byju’s was trying to protect the money from predatory lenders, a lawyer for Byju’s Alpha said during a court hearing in May. The company had a right to transfer the money under the loan agreement, the lawyer said.

Byju’s has claimed in court that the lenders are seeking to take over the entire ed-tech empire, which is led by its founder, Byju Raveendran. Byju’s has asked a Delaware judge to reject the default declared by Glas.

The company had been trying to strike a deal with creditors to restructure the facility, which itself is one of the biggest unrated term loan B offerings ever from a startup company.

Since the company was founded in 2015, Raveendran has attracted capital from some of the biggest investors in the tech world, including Mark Zuckerberg’s Chan Zuckerberg Initiative, Silver Lake Management and Naspers Ltd. Byju’s was valued at more than $20 billion last year when it considered merging with a special-purpose acquisition company.

The lenders filed the lawsuit in order to trace the money and recover any excess management fees pay to Camshaft.

Camshaft had not yet filed a response to the lawsuit as of Tuesday afternoon in Miami.

The Miami lawsuit is Glas Trust Co. LLC V. Camshaft Capital Fund, LP, 2023-022640-CA-01, Miami-Dade County.