Writ Petition No. 10842 of 2025 · The High Court
Case Details
- 1 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 8TH DAY OF APRIL, 2025 BEFORE THE HON'BLE MR JUSTICE M.NAGAPRASANNA WRIT PETITION NO. 10842 OF 2025 (GM-RES) WRIT PETITION NO. 10859 OF 2025 (GM-RES) C/W IN WP No. 10842/2025 BETWEEN: AKASH EDUCATIONAL SERVICES LIMITED A PUBLIC LIMITED COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 AND BEARING CIN UN0300KA2007PLC150057 AND HAVING ITS REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 REPRESENTED BY ITS AUTHORISED SIGNATORY, MR. KRISHNA PRATAP SINGH DEPUTY MANAGER - LEGAL …PETITIONER (BY SRI. C.K. NANDAKUMAR, SR. ADV. A/W SRI. R CHANDRACHUD AND S SRI. SHYAM SUNDAR H V., ADVOCATE) AND: 1. THINK AND LEARN PRIVATE LIMITED A PRIVATE LIMITED COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 AND BEARING CIN U80903KA2011PTC061427, IN CORPORATE INSOLVENCY RESOLUTION PROCESS THROUGH ITS RESOLUTION PROFESSIONAL - Digitally signed by NAGAVENI Location: High Court of Karnataka - 2 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 MR. SHAILENDRA AJMERA IBC KNOWLEDGE PARK, 4/1, 2ND FLOOR, TOWER D BANNERGHATTA MAIN ROAD, BANGALORE, KARNATAKA, INDIA - 560029 ALSO AT: C/O ERNST AND YOUNG LLP, 3RD FLOOR, WORLDMARK 1, HOSPITALITY DISTRICT, AEROCITY, DELHI 110037 2. MR. BYJU RAVEENDRAN S/O. MR. KUNNARUVATH RAVEENDRAN, AGED ABOUT 46 YEARS DIRECTOR OF THE PETITIONER, THROUGH HIS POWER OF ATTORNEY HOLDER, MR. SRIHARI MARRI SREEPATHY S/O N.S. SREEPATHY, HAVING ADDRESS AT 164 B, 6TH STREET, ALAPAKKAM, CHENNAI, TAMIL NADU - 600095
Legal Reasoning
3. MR. DEEPAK MEHROTRA S/O. MR. S.S. MEHROTRA, AGED ABOUT 60 YEARS, MANAGING DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU -560037 4. MR. SHAILESH VISHNUBHAI HARIBHAKTI S/O. MR. VISHNUBHAI BHAGWANDAS HARIBHAKTI, AGED ABOUT 69 YEARS DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO. 5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU -560037 - 3 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 5. MR. AJAY KHANNA S/O. MR. ASHWINI KUMAR KHANNA, AGED ABOUT 64 YEARS, DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 6. MR. NIKHIL MANOHAR NAIK S/O. MR. MANOHAR SHAMBHOO NAIK, AGED ABOUT 63 YEARS, DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 7. MS. BHUMIKA BATRA D/O. MR. LALIT BATRA, AGED ABOUT 43 YEARS, DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR KUNDANAHALLI GATE, VARTHUR ROAD OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD BENGALURU - 560037 8. MR. DANDA VENKATESHWAR PRASAD S/O. MR. DANDA SATYANARAYANA, AGED ABOUT 64 YEARS, DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 - 4 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 9. MR. CHANDRA SEKHAR REDDY GARISA S/O. MR. VENKATA RAMANA REDDY GARISA, AGED ABOUT 44 YEARS DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 10. MR. VAITHEESWARAN SEETHARAMAN S/O. MR. JAGDEESA SEETHARAMAN, AGED ABOUT 66 YEARS, DIRECTOR OF THE PETITIONER, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 11. MANIPAL HEALTH SYSTEMS PRIVATE LIMITED A PRIVATE LIMITED COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 AND BEARING CIN U85110KA1999PTC024701 AND HAVING ITS REGISTERED OFFICE AT NO.24/1, 15TH FLOOR, JW MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BENGALURU, KARNATAKA - 560001 REPRESENTED BY ITS MANAGING DIRECTOR 12. MR. J. C. CHAUDHRY S/O. MR. NANAK CHAND CHAUDHRY, AGED ABOUT 75 YEARS A SHAREHOLDER OF THE PETITIONER, HAVING ADDRESS AT B-8, FIRST FLOOR, VASANT MARG, VASANT VIHAR, NEW DELHI-110057 13. MR. HEMANT SULTANIA S/O. MR. PURUSHOTTAM SULTANIA, AGED ABOUT 52 YEARS, A SHAREHOLDER OF THE PETITIONER, HAVING ADDRESS AT E-402, UNIWORLD CITY, SECTOR - 30 AND 41, SOUTH CITY-I, GURGAON- 122001 - 5 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 14. MR. PAVAN CHAUHAN S/O. MR. TEJ SINGH CHAUHAN, AGED ABOUT 51 YEARS, A SHAREHOLDER OF THE PETITIONER, HAVING ADDRESS AT F-145, RICHMOND PARK, DLF PHASE-IV, GURGAON, HARYANA 15. BEEAAR INVESTCO PTE LTD. A COMPANY EXISTING UNDER THE LAWS OF SINGAPORE, AND A SHAREHOLDER OF THE PETITIONER, HAVING ADDRESS AT 30 CECIL STREET NO.19-08 PRUDENTIAL TOWER, SINGAPORE 049712 REPRESENTED BY ITS MANAGING DIRECTOR 16. MNI VENTURES A COMPANY INCORPORATED UNDER THE LAWS OF MAURITIUS, 22 ST GEORGES STREET, PORT LOUIS MAURITIUS REPRESENTED BY ITS MANAGING DIRECTOR 17. MEMG FAMILY OFFICE LLP A LIMITED LIABILITY PARTNERSHIP FIRM, INCORPORATED UNDER THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 AND BEARING LLPIN AAF-7620 A SHAREHOLDER OF THE PETITIONER, HAVING ITS ADDRESS NO.24/1, 15TH FLOOR, JW MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA - 560001 REPRESENTED BY ITS MANAGING PARTNER 18. MANIPAL EDUCATION AND MEDICAL GROUP INDIA PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, A SHAREHOLDER OF THE PETITIONER, HAVING ITS ADDRESS NO.24/1, 15TH FLOOR, JW MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, - 6 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 BANGALORE, KARNATAKA, INDIA 560001 REPRESENTED BY ITS MANAGING DIRECTOR 19. CLAYPOND CAPITAL PARTNERS PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, AND HAVING CIN U66190KA2024PTC188422 A SHAREHOLDER OF THE PETITIONER, HAVING ITS ADDRESS NO.24/1, 15TH FLOOR, JW MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA - 560001 REPRESENTED BY ITS MANAGING DIRECTOR 20. MEMG INTERNATIONAL INDIA PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, AND HAVING CIN U74140KA2003PTC031984 A SHAREHOLDER OF THE PETITIONER, HAVING ITS ADDRESS NO.24/1, 15TH FLOOR, 3 W MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA - 560001 REPRESENTED BY ITS MANAGING DIRECTOR 21. GREAT LEARNING EDUCATION SERVICES PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, AND HAVING CIN U80302DL2010PTC211483 A SHAREHOLDER OF THE PETITIONER, HAVING ITS ADDRESS AT S-50, SECOND FLOOR, VASANT SQUARE MALL, PLOT A SECTOR-B, POCKET V, VASANT KUNJ, SOUTH DELHI, DELHI 110070 REPRESENTED BY ITS MANAGING DIRECTOR 22. SINGAPORE VII TOPCO I PTE. LTD. A COMPANY EXISTING UNDER THE LAWS OF SINGAPORE, HAVING COMPANY REGISTRATION NUMBER 201613343Z AND HAVINGS ITS REGISTERED ADDRESS AT 77 ROBINSON ROAD, NO.13-00, ROBINSON 77, SINGAPORE 068896 THROUGH ITS CONSTITUTED ATTORNEY, MR. RAMBHAWAN B. KEWAT - 7 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 23. BCP ASIA ATHENA ESC (CAYMAN) LTD. A COMPANY EXISTING UNDER THE LAWS OF THE CAYMAN ISLANDS HAVING REGISTRATION NUMBER 353834 AND HAVING ITS REGISTERED ADDRESS AT ONE NEXUS WAY, CAMANA BAY, GRAND CAYMAN, KVI-9005, CAYMAN ISLANDS THROUGH ITS CONSTITUTED ATTORNEY, MR. RAMBHAWAN B. KEWAT 24. REGISTRAR OF COMPANIES 'E' WING, 2ND FLOOR, KENDRIYA SADANA, KORAMANGALA, BANGALORE - 560034 25. COMMITTEE OF CREDITORS OF THINK AND LEARN PRIVATE LIMITED, IBC KNOWLEDGE PARK, 4/1, 2ND FLOOR, TOWER D, BANNERGHATTA MAIN ROAD, BANGALORE, KARNATAKA 560029 …RESPONDENTS (BY SRI. ZUBIN J.F. POOVATHINKAL, ADV. A/W SRI. HARIKRISHNA PRAMOD AND SMT. AISHWARYA V. RAVINDRANATH, ADVS. FOR C/RESPONDENT NO.1; SRI. UDAYA HOLLA, SR. ADV. REPRESENTING MEMBER OF COMMITTEE OF CREDITORS OF THINK AND LEARN PRIVATE LIMITED) THIS WP IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO a) SET ASIDE THE IMPUGNED ORDER DATED 27/03/2025 PASSED IN COMPANY PETITION NO. 46/BB/2025 (ANNX-A) BY THE HONBLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU AND ETC. - 8 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 IN WP NO. 10859/2025 BETWEEN: MANIPAL HEALTH SYSTEMS PRIVATE LIMITED A PRIVATE LIMITED COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 AND BEARING CORPORATE IDENTIFICATION NUMBER U85110KA1999PTC024701 AND HAVING ITS REGISTERED OFFICE AT 24/1, 15TH FLOOR, J W MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BENGALURU, KARNATAKA - 560001 REPRESENTED BY ITS AUTHORIZED SIGNATORY, MR. SREEKANTH KALLABANDI AGED ABOUT 50 YEARS ...PETITIONER (BY SRI. DHYAN CHINNAPPA, ADV. A/W SRI. VARUN S., AND ANMOL TAYAL, ADVS.) AND: 1. THINK AND LEARN PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT 1956 AND BEARING CIN U80903KA2011PTC061427 HAVING ITS REGISTERED OFFICE AT IBC KNOWLEDGE PARK 4/1, 2ND FLOOR, TOWER D BANNERGHATTA MAIN ROAD BANGLAORE, KARNATAKA INDIA - 560029 (PRESENTLY UNDERGOING CORPORATE INSOLVENCY RESOLUTION PROCESS) REPRESENTED BY ITS RESOLUTION PROFESSIONAL MR. SHAILENDRA AJMERA ALSO AT: C/O ERNST AND YOUNG LLP, 3RD FLOOR WORLDMARK 1, HOSPITALITY DISTRICT AEROCITY, DELHI 110037 - 9 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 2. AKASH EDUCATIONAL SERVICES LIMITED A PUBLIC LIMITED COMPANY REGISTERED UNDER THE COMPANIES ACT 1956 AND BEARIG CORPORATE IDENTIFICATION NUMBER UN0300KA2007 PLC150057 AND HAVING ITS REGISTERED OFFICE AT NO. 5/2 2ND FLOOR, KUNDANAHALLI GATE VARTHUR ROAD OPPOSITE SKR KALYANA MADAPPA WHITEFIELD BENGALURU - 560 037 REPRESENTED BY ITS MANAGING DIRECTOR 3. BYJU RAVEENDRAN S/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO.2, THROUGH HIS POWER OF ATTORNEY HOLDER, MR. SRIHARI MARRI SREEPATHY S/O N.S. SREEPATHY, HAVING ADDRESS AT 164 B, 6TH STREET, ALAPAKKAM, CHENNAI, TAMIL NADU - 600095 EMAIL: NA 4. DEEPAK MEHROTRA S/O NOT KNOWN AGE MAJOR MANAGING DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO. 5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 5. SHAILESH VISHNUBHAI HARIBHAKTI S/ONOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO.2, HAVING REGISTERED OFFICE AT NO. 5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU 560037 EMAIL: [email protected] - 10 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 6. AJAY KHANNA S/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU 560037 7. NIKHIL MANOHAR NAIK S/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU 560037 8. BHUMIKA BATRA D/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO.2, HAVING REGISTERED OFFICE AT NO.5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD BENGALURU - 560037 9. DANDA VENKATESHWAR PRASAD S/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO. 5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU - 560037 - 11 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 10. CHANDRA SEKHAR REDDY GARISA S/O NOT KNOWN AGE MAJOR DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO. 5/2, 2ND FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD, OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU 560037 11. VAITHEESWARAN SEETHARAMAN S/O NOT KNOWN AGEMAJOR DIRECTOR OF RESPONDENT NO. 2, HAVING REGISTERED OFFICE AT NO.5/2, 2 FLOOR, KUNDANAHALLI GATE, VARTHUR ROAD OPPOSITE SKR KALYANA MANDAPA, WHITEFIELD, BENGALURU 560037 12. MR. J C CHAUDHRY S/O NOT KNOWN AGE MAJOR A SHAREHOLDER OF RESPONDENT NO. 2 HAVING ADDRESS AT B-8, FIRST FLOOR VASANT MARG VASANT VIHAR NEW DELHI 110057 13. MR. HEMANT SULTANIA S/O NOT KNOWN AGE MAJOR A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ADDRESS AT E-402, UNIWORLD CITY, SECTOR 30 AND 41, SOUTH CITY-1, GURGAON-122001 - 12 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 14. PAVAN CHAUHAN S/O NOT KNOWN AGE MAJOR A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ADDRESS AT F-145, RICHMOND PARK, DLF PHASE-IV, GURGAON, HARYANA 15. BEEAAR INVESTCO PTE LTD COMPANY EXISTING UNDER LAWS OF SINGAPORE A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ADDRESS AT 30 CECIL STREET NO.19-08, PRUDENTIAL TOWER, SINGAPORE 049712 REPRESENTED BY ITS MANAGING DIRECTOR 16. MNI VENTURES A COMPANY INCORPORATED UNDER THE LAWS OF MAURITIUS 22 ST GEORGES STREET, PORT LOUIS MAURITIUS REPRESENTED BY ITS MANAGING DIRECTOR 17. MEMG FAMILY OFFICE LLP A LIMITED LIABILITY PARTNERSHIP FIRM, INCORPORATED UNDER THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 AND BEARING LLPIN AAF-7620 A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ITS ADDRESS NO.24/1, 15TH FLOOR, J W MARRIOTT, VITTAL MALLYA ROAD, ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA 560001 REPRESENTED BY ITS MANAGING PARTNER 18. MANIPAL EDUCATION AND MEDICAL GROUP INDIA PRIVATE LIMITED A COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956 A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ITS ADDRESS 24/1, 15TH FLOOR, J W MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA 560001 REPRESENTED BY ITS MANAGING DIRECTOR - 13 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 19. CLAYPOND CAPITAL PARTNERS PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER COMPANIES ACT, 2013 AND HAVING CIN U66190KA2024PTC188422 A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ITS ADDRESS 24/1, 15TH FLOOR, JW MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA - 560001 REPRESENTED BY ITS MANAGING DIRECTOR 20. MEMG INTERNATIONAL INDIA PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 AND BEARING CIN U74140KA2003PTC031984 A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ITS ADDRESS 24/1, 15TH FLOOR, J W MARRIOTT, VITTAL MALLYA ROAD ASHOK NAGAR, BANGALORE, KARNATAKA, INDIA 560001 REPRESENTED BY ITS MANAGING DIRECTOR 21. GREAT LEARNING EDUCATION SERVICES PRIVATE LIMITED A PRIVATE LIMITED COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 AND BEARING CIN U80302DL2010PTC211483 A SHAREHOLDER OF RESPONDENT NO. 2, HAVING ITS ADDRESS AT S-50, SECOND FLOOR, VASANT SQUARE MALL, PLOT A SECTOR-B, POCKET V, VASANT KUNJ, SOUTH DELHI, DELHI 110070 REPRESENTED BY ITS MANAGING DIRECTOR 22. SINGAPORE VII TOPCO I PTE. LTD. A COMPANY EXISTING UNDER THE LAWS OF SINGAPORE, HAVING COMPANY REGISTRATION NUMBER 201613343Z AND HAVING ITS REGISTERED ADDRESS AT 77 ROBINSON ROAD, 13-00, ROBINSON 77, SINGAPORE 068896 REPRESENTED BY ITS MANAGING DIRECTOR - 14 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 23. BCP ASIA ATHENA ESC (CAYMAN) LTD. A COMPANY EXISTING UNDER THE LAWS OF THE CAYMAN ISLANDS, HAVING REGISTRATION NUMBER 353834 AND HAVING ITS REGISTERED ADDRESS AT ONE I WAY, CAMANA BAY, GRAND CAYMAN, KVI-9005, CAYMAN ISLANDS 24. REGISTRAR OF COMPANIES 'E' WING, 2ND FLOOR, KENDRIYA SADANA, KORAMANGALA, BANGALORE 560034 25. COMMITTEE OF CREDITORS OF THINK AND LEARN PRIVATE LIMITED, IBC KNOWLEDGE PARK, 4/1, 2ND FLOOR, TOWER D, BANNERGHATTA MAIN ROAD, BANGALORE, KARNATAKA 560029 ...RESPONDENTS (BY SRI. ZUBIN J.F. POOVATHINKAL, ADV. A/W SRI. HARIKRISHNA PRAMOD AND SMT. AISHWARYA V. RAVINDRANATH, ADVS. FOR C/RESPONDENT NO.1; SRI. UDAYA HOLLA, SR. ADV. REPRESENTING MEMBER OF COMMITTEE OF CREDITORS OF THINK AND LEARN PRIVATE LIMITED) THIS WP IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO a) ORDER OR DIRECTION AND SET ASIDE THE ORDER DATED 27TH MARCH 2025 PASSED BY THE LD. NATIONAL COMPANY LAW TRIBUNAL, AT BENGALURU IN CP NO. 46/BB/2024 (ANNX-A) AND ETC. THESE PETITIONS, COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: - 15 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 CORAM: HON'BLE MR JUSTICE M.NAGAPRASANNA ORAL ORDER The petitioner in both these petitions are before this Court calling in question the order dated 27.03.2025 passed in Company Petition No.46/BB/2025 by the National Company Law Tribunal (hereinafter referred to as 'the tribunal' for short). 2. Heard the learned Senior counsel Sri. C.K. Nandakumar, along with the learned counsels Sri. R Chandrachud and Sri. Shyam Sundar H V., appearing for the petitioner in W.P.No.10842/2025, the learned Senior counsel Sri.Dhyan Chinnappa along with the learned counsels Sri.Varun S., and Anmol Tayal, appearing for the petitioner in W.P.No.10859/2025, the learned counsel Sri. Zubin J.F. Poovathinkal along with the learned counsels Sri. Harikrishna Pramod and Smt. Aishwarya V. Ravindranath, appearing for caveator/respondent No.1 and the learned Senior counsel Sri.Udaya Holla, representing member of Committee of Creditors of Think and Learn Private Limited in both these cases. - 16 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 3. The petitioner is said to be a public Limited Company incorporated under the provisions of the Companies Act, 1956 in the year 2007 with the Registrar of Companies. The respondent is a Resolution Professional. The proceedings are brought before the Tribunal through the Resolution Professional "Think and Learn Private Limited". The matter
Decision
listed was on 27.03.2025 on which date, the impugned order is passed. The order reads as follows: "1. Heard the Learned Senior Counsel for both the parties. 2. The Petitioner herein is undergoing CIRP and has preferred the petition through its Resolution Professional. The Learned Senior Counsel for the Petitioner pressed for interim reliefs in terms and prayers (B), (E) and (F) in the petition, during the course of his about 40 minutes submission, by pointing out that he was protected in this behalf under umbrella of order dated 20.11.2024 passed by this Bench in C.P.No.106/BB/2024 filed by an entity of Blackstone group (R-22). Only because that petition was withdrawn by Respondent No.22 herein on 24.02.2025, the Petitioner became exposed. According to him, the Respondents have been trampling over its special rights created in lieu of investing a sum of Rs.2000 crores in Respondent No.1 under Merger Framework Agreement and Fallback Agreement. It is submitted that the Respondents having remained under the shadow of such an order, no prejudice would occur to them by its continuation from today onwards. It is also submitted that Blackstone group, Respondent No.22 & 23 have disposed off their shareholding in favour of one of interest of the - 17 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 the entities of Manipal Group by going against the Merger Framework Agreement. 3. 4. 5. 6. for Senior Learned Counsels The the Respondents, on the other hand stated that there are serious issues of maintainability of the petition, therefore, they seek time to raise them in their replies. Moreover the ground position has changed since the referred orders were passed in the proceeding in which Petitioner was not a party and therefore the desired reliefs, tantamouting to status-quo ante, cannot be granted to the Petitioner without affording them opportunity to place the relevant documents and material on record as they are here on advance notice of the petition. The Respondents would require time to file their replies / objections to the petition. We have been given to understand that order dated 20.11.2024 is under challenge before the Hon'ble NCLAT, Chennai. At this preliminary stage, as a measure of fair assessment, to balance the interest of the parties and to avoid the issues between the parties to further complicate, the Respondents are directed to maintain status-quo in respect of their shareholding of the Respondent No.1 Company as on date, till the next date of hearing. Three weeks' time is granted to the Respondents to file their replies duly serving the copies on the the otherside and Petitioner to file rejoinder, if any with forwarding copy to respective Respondents. thereafter one week to 7. List the case on 30.04.2025" 4. On the passing of the order, the petitioner is before this Court calling in question the said order. The primary - 18 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 averment in the petition is that on 27.03.2025, the Tribunal heard every party to the lis and fixed the next date as 30.04.2025. No order of maintenance of status quo was passed at that point in time. All the counsels who are representing the respective parties leave the Tribunal and the matter being adjourned to 30.04.2025. The further averment in the petition is, that the Tribunal when it resumed post lunch, has granted an interim order of status quo. The averment again in both the petitions is that the petitioner logged in and objected to grant of any kind of interim order, as it was not granted in their presence, is the averment and the contention that is advanced by these petitioners. 5. The Resolution Professional - the first respondent who was present before the Court would also submit that the Tribunal while raising observed that the Tribunal would apply its mind and pass the order. This cannot in the considered view of the Court but be passing an order on the next date of listing, which was on 30.04.2025. The order of status quo is said to have come to these petitioners as a bolt from the blue, as they were caught unawares when the interim order was granted, which was not granted in their presence. Not granted in the - 19 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 presence, is now an admitted fact. In that light, I deem it appropriate to direct the Tribunal to hear all the counsels appearing for the parties to the lis and then pass necessary orders, in accordance with law. v 6. The learned Senior counsel Sri. Udaya Holla appearing for one of the members of the Committee of Creditors as also the Resolution Professional would put across that their respective shares should not be diluted by the petitioner in the cases at hand till the Tribunal would hear all the parties on the next date. 7. The learned Senior counsel Sri.C.K.Nanda Kumar, submits that that the shares of respondent No.1 would not be diluted till the Tribunal hears and passes necessary orders, in accordance with law. The submission is placed on record. 8. The learning Senior counsel would further submit that the undertaking would be in operation, till the next i.e., 30.04.2025, the date on which the Tribunal has directed the matter to be re-listed. - 20 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 9. In the light of the aforesaid circumstance, the inevitable conclusion is, the obliteration of the order impugned. For the aforesaid reasons, the following: ORDER i) The petitions are allowed-in-part. ii) The order dated 27.03.2025 passed in Company Petition No.46/BB/2025 by the National Company Law Tribunal, Bengaluru, is set aside. iii) The matters are remitted back to the hands of the Tribunal to be listed on the date it was earlier directed to be listed on 30.04.2025 for consideration and passage of appropriate orders, in accordance with law, after hearing all the counsels representing the respective parties. - 21 - NC: 2025:KHC:15094 WP No. 10842 of 2025 C/W WP No. 10859 of 2025 iv) The undertaking that is afford by the learned Senior counsel Sri.C.K.Nanda Kumar will be in operation till 30.04.2025. Ordered accordingly. Sd/- (M.NAGAPRASANNA) JUDGE KG List No.: 1 Sl No.: 38