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Time of India
3 days ago
- Business
- Time of India
Riju Ravindran NCLT: Riju Ravindran Challenges GLAS Trust's Authority in Byju's Insolvency Case, ET LegalWorld
Riju Ravindran, co-founder and former promoter of Think and Learn, which owns debt-ridden edtech firm Byju's, has moved insolvency tribunal NCLT for removal of GLAS Trust as the financial creditor and from its Committee of Creditors. In his petition, Ravindran has alleged that GLAS Trust has "fraudulently represented itself to be a financial creditor" and has requested the National Company Law Tribunal to direct it to "prove its authority to represent the creditors before it". Advt Advt Join the community of 2M+ industry professionals Subscribe to our newsletter to get latest insights & analysis. Download ETLegalWorld App Get Realtime updates Save your favourite articles GLAS Trust, which is representing Byju's US-based creditor, has the authority to represent merely 17.38 per cent of the voting rights of the consortium of term loan providers, he to Ravindran, GLAS can take actions on behalf of lenders only if the action is authorised by lenders holding more than 50 per cent of the term Trust Company LLC, a US-based firm, is the trustee for lenders to which Byju's owes USD 1.2 has requested NCLT to "direct removal of GLAS Trust Company LLC from CoC of Think and Learn forthwith and to, consequently, set aside and declare all decisions taken by the GLAS Trust Company LLC, as a member, as nullity."The matter is scheduled for hearing before the Bengaluru bench of NCLT on an interim measure, Ravindran has also directed NCLT to "stay CIRP of Think and Learn, till the time GLAS proves it has the requisite authority of the qualified lenders under the Credit and Guaranty Agreement dated 24.11.2021 for taking any action under the said agreement."Ravindran has filed this application in the main petition filed by the cricket body BCCI, on whose plea Corporate Insolvency Resolution Process (CIRP) was initiated against the edtech further alleged that GLAS has "fraudulently represented" itself to be a financial creditor before NCLT and obtained several orders based on it."This fundamental fraud has been perpetrated upon this tribunal by GLAS by illegally claiming that it has the authority to represent lenders under the Credit and Guaranty Agreement dated 24.11.2021 without possessing the requisite mandate from 51 per cent of qualified lenders," it entire edifice of representation crumbles upon examination of the contractual disqualification mechanism that has been validly exercised by the company, resulting in the disqualification of 61.43 per cent of the term loan holders."This disqualification has reduced GLAS' actual authority to represent merely 17.38 per cent of the term loan, rendering every action taken by GLAS in these proceedings as ultra vires and void ab initio," it further alleged GLAS, fully cognizant of its lack of authority, has 'orchestrated' an elaborate conspiracy involving Ernst & Young (EY) and successive Resolution Professionals to manipulate the CIRP process and perpetuate its illegal control over Alpha Inc, a wholly-owned US subsidiary of Think and Learn, had availed a loan facility amounting to approximately USD 1.2 billion under a Credit and Guaranty Agreement on November 24, 2021 from a group of lenders. The agreement was for a period of five years with a maturity dated in November 2026 for the term loan under the GLAS issued a notice of default and sought to accelerate the term loan on March 2023 within 15 months of the Credit Agreement and 3.5 years prior to the maturity realising that certain lenders had stepped into the shoes of the initial investors in violation of the specific terms of the Credit Agreement, Think and Learn exercised its rights under the agreement to protect itself by issuing letter of disqualification on June 5, 2023, to Redwood to the petition, GLAS claims to be the administrative and collateral agent for the lenders under the Credit Trust, which had also filed insolvency plea, claimed that 72.2 per cent of the lenders consented to filing of the same."It is submitted that out of these 72.20 per cent, 61.43 per cent are disqualified lenders. Therefore, from the lenders who consented (or voted "yes"), only about 10.77 per cent are not disqualified lenders. The percentage of disqualified lenders who consented in proportion to non-disqualified lenders is 6.61 per cent. This would, perforce, mean that GLAS has the authority to represent only 17.38 per cent of the term loan," he said.
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Business Standard
3 days ago
- Business
- Business Standard
Byju's co-founder moves NCLT to remove GLAS Trust from creditors' panel
Riju Ravindran, co-founder and former promoter of Think and Learn (which owns edtech firm Byju's), has approached the National Company Law Tribunal (NCLT) seeking the removal of GLAS Trust Company LLC from the list of financial creditors and from the Committee of Creditors (CoC). In his petition, Ravindran alleged that GLAS Trust has 'fraudulently represented itself to be a financial creditor' and urged the tribunal to direct the firm to 'prove its authority to represent the creditors before it', according to a report by Press Trust of India. Limited voting rights claimed Ravindran argued that GLAS Trust, which acts on behalf of a US-based creditor of Byju's, only holds 17.38 per cent of the voting rights in the term loan consortium. He stated that, under the agreement, actions on behalf of the lenders can only be taken with authorisation from those holding more than 50 per cent of the term loan. GLAS Trust is the trustee for lenders to whom Byju's owes around $1.2 billion. Ravindran asked the NCLT to 'direct removal of GLAS Trust Company LLC from CoC of Think and Learn forthwith and to, consequently, set aside and declare all decisions taken by the GLAS Trust Company LLC, as a member, as nullity'. The Bengaluru bench of the NCLT is expected to hear the matter on Friday. Request to halt CIRP As a temporary relief, Ravindran also sought a stay on the Corporate Insolvency Resolution Process (CIRP) of Think and Learn until GLAS can prove it has the proper authorisation from over 50 per cent of qualified lenders, as per the Credit and Guaranty Agreement signed on November 24, 2021. This application was filed in the main petition initiated by the Board of Control for Cricket in India (BCCI), which triggered the CIRP against the company. Ravindran accused GLAS of misrepresenting itself as a financial creditor and obtaining orders from NCLT on that basis. 'This fundamental fraud has been perpetrated upon this tribunal by GLAS by illegally claiming that it has the authority to represent lenders under the Credit and Guaranty Agreement dated 24.11.2021 without possessing the requisite mandate from 51 per cent of qualified lenders,' the petition stated. He also claimed that a contractual disqualification mechanism, exercised by the company, had led to the disqualification of 61.43 per cent of the term loan holders, effectively reducing GLAS' authority to only 17.38 per cent. 'This disqualification has reduced GLAS' actual authority to represent merely 17.38 per cent of the term loan, rendering every action taken by GLAS in these proceedings as ultra vires and void ab initio,' he said. Accusation of conspiracy Ravindran further alleged that GLAS had 'orchestrated' a scheme involving Ernst & Young (EY) and successive Resolution Professionals to manipulate the CIRP and maintain unlawful control over the process, despite being aware of its lack of proper authority. Byju's Alpha Inc, a fully-owned US subsidiary of Think and Learn, had taken a $1.2 billion loan under the Credit and Guaranty Agreement on 24 November 2021. This five-year loan was due to mature in November 2026. However, GLAS issued a notice of default and tried to accelerate the repayment in March 2023 — just 15 months into the agreement and well before the maturity date. After discovering that some lenders had replaced original investors in violation of the agreement, Think and Learn issued disqualification letters to Redwood entities on 5 June 2023 to protect its position. Disputed representation figures GLAS, which also filed an insolvency application, claimed that 72.2 per cent of lenders had approved the move. Ravindran countered this, stating that 61.43 per cent of those were disqualified lenders. 'It is submitted that out of these 72.20 per cent, 61.43 per cent are disqualified lenders. Therefore, from the lenders who consented (or voted 'yes'), only about 10.77 per cent are not disqualified lenders. The percentage of disqualified lenders who consented in proportion to non-disqualified lenders is 6.61 per cent. This would, perforce, mean that GLAS has the authority to represent only 17.38 per cent of the term loan,' he added.
Time of India
3 days ago
- Business
- Time of India
Riju Ravindran moves NCLT, alleges GLAS Trust has no authorisation to represent its US-based lenders
Riju Ravindran, cofounder and former promoter of Think and Learn, which owns debt-ridden edtech firm Byju's, has moved insolvency tribunal NCLT for removal of GLAS Trust as the financial creditor and from its Committee of Creditors. In his petition, Ravindran has alleged that GLAS Trust has "fraudulently represented itself to be a financial creditor" and has requested the National Company Law Tribunal to direct it to "prove its authority to represent the creditors before it". GLAS Trust, which is representing Byju's US-based creditor, has the authority to represent merely 17.38% of the voting rights of the consortium of term loan providers, he submitted. by Taboola by Taboola Sponsored Links Sponsored Links Promoted Links Promoted Links You May Like Perdagangkan CFD Emas dengan Broker Tepercaya IC Markets Mendaftar Undo According to Ravindran, GLAS can take actions on behalf of lenders only if the action is authorised by lenders holding more than 50% of the term loan. GLAS Trust Company LLC, a US-based firm, is the trustee for lenders to which Byju's owes $1.2 billion. Live Events He has requested NCLT to "direct removal of GLAS Trust Company LLC from CoC of Think and Learn forthwith and to, consequently, set aside and declare all decisions taken by the GLAS Trust Company LLC, as a member, as nullity." Discover the stories of your interest Blockchain 5 Stories Cyber-safety 7 Stories Fintech 9 Stories E-comm 9 Stories ML 8 Stories Edtech 6 Stories The matter is scheduled for hearing before the Bengaluru bench of NCLT on Friday. As an interim measure, Ravindran has also directed NCLT to "stay CIRP of Think and Learn, till the time GLAS proves it has the requisite authority of the qualified lenders under the Credit and Guaranty Agreement dated 24.11.2021 for taking any action under the said agreement." Ravindran has filed this application in the main petition filed by the cricket body BCCI, on whose plea Corporate Insolvency Resolution Process (CIRP) was initiated against the edtech firm. He further alleged that GLAS has "fraudulently represented" itself to be a financial creditor before NCLT and obtained several orders based on it. "This fundamental fraud has been perpetrated upon this tribunal by GLAS by illegally claiming that it has the authority to represent lenders under the Credit and Guaranty Agreement dated 24.11.2021 without possessing the requisite mandate from 51% of qualified lenders," it said. GLAS' entire edifice of representation crumbles upon examination of the contractual disqualification mechanism that has been validly exercised by the company, resulting in the disqualification of 61.43% of the term loan holders. "This disqualification has reduced GLAS' actual authority to represent merely 17.38% of the term loan, rendering every action taken by GLAS in these proceedings as ultra vires and void ab initio," it said. He further alleged GLAS, fully cognizant of its lack of authority, has 'orchestrated' an elaborate conspiracy involving Ernst & Young (EY) and successive Resolution Professionals to manipulate the CIRP process and perpetuate its illegal control over it. Byju's Alpha Inc, a wholly-owned US subsidiary of Think and Learn, had availed a loan facility amounting to approximately $1.2 billion under a Credit and Guaranty Agreement on November 24, 2021 from a group of lenders. The agreement was for a period of five years with a maturity dated in November 2026 for the term loan under the same. However, GLAS issued a notice of default and sought to accelerate the term loan on March 2023 within 15 months of the Credit Agreement and 3.5 years prior to the maturity date. Upon realising that certain lenders had stepped into the shoes of the initial investors in violation of the specific terms of the Credit Agreement, Think and Learn exercised its rights under the agreement to protect itself by issuing letter of disqualification on June 5, 2023, to Redwood entities. According to the petition, GLAS claims to be the administrative and collateral agent for the lenders under the Credit Agreement. GLAS Trust, which had also filed insolvency plea, claimed that 72.2% of the lenders consented to filing of the same. "It is submitted that out of these 72.20%, 61.43% are disqualified lenders. Therefore, from the lenders who consented (or voted "yes"), only about 10.77% are not disqualified lenders. The percentage of disqualified lenders who consented in proportion to non-disqualified lenders is 6.61%. This would, perforce, mean that GLAS has the authority to represent only 17.38% of the term loan," he said. PTI
