Pranav B Prem

The National Company Law Appellate Tribunal (NCLAT), Chennai Bench, has dismissed an appeal filed by Byju Raveendran, the suspended director and promoter of Think and Learn Pvt. Ltd. (BYJU’S), challenging the validity of the Committee of Creditors (CoC) constituted in the company’s corporate insolvency resolution process (CIRP).

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A Bench comprising Justice Rakesh Kumar Jain (Judicial Member) and Jatindranath Swain (Technical Member) upheld the Bengaluru Bench of the National Company Law Tribunal’s (NCLT) order dated January 29, 2025, which had restored Aditya Birla Finance Limited (ABFL) as a financial creditor and directed initiation of disciplinary proceedings against Interim Resolution Professional (IRP) Pankaj Srivastava.

Background of the Dispute
The CIRP against BYJU’S was admitted on July 16, 2024, on a petition filed by the Board of Control for Cricket in India (BCCI). IRP Pankaj Srivastava invited claims and on August 21, 2024, constituted the CoC with four financial creditors: Glass Trust Company LLC (99.41% voting share), ABFL (0.41%), Incred Financial Services Ltd. (0.18%) and ICICI Bank (nil claim).

However, on August 31, 2024, Srivastava reconstituted the CoC, excluding Glass Trust and ABFL, thereby leaving Incred Financial as the sole member with 100% voting rights. Glass Trust, which had claims exceeding ₹11,400 crore, was declared contingent, while ABFL, with claims of ₹47.12 crore, was reclassified as an operational creditor.

The NCLT held this action as beyond the IRP’s authority and described it as “prejudicial to the CIRP,” restoring the August 21 CoC and nullifying the resolutions of the reconstituted CoC. It also noted that the reconstitution by excluding creditors with 99.41% and 0.41% voting share, and retaining a creditor with just 0.18% share, could “only be termed mischievous.”

Appellant’s Arguments
Byju Raveendran contended that since the NCLT itself recorded adverse findings against the IRP and directed disciplinary action, all steps taken by him—including the initial constitution of the CoC on August 21, 2024—should also be declared void. He further argued that the CoC constituted on August 21 was provisional, as the IRP had not received complete documentation at the time of verification. It was also urged that ABFL’s claim arose from a service agreement and should not have been treated as a financial debt.

NCLAT’s Findings
The Appellate Tribunal rejected these arguments, holding that once a CoC is constituted, it is final unless altered by the Adjudicating Authority, and the IRP has no authority to unilaterally review creditor status or reconstitute the committee. Referring to its earlier precedents and the Supreme Court’s affirmation in K. N. Rajkumar v. V. Nagarajan, the NCLAT reiterated:  “The Resolution Professional has no adjudicatory power under the IBC, 2016 and once the Committee of Creditors is constituted, it cannot be changed by him.”  The Bench also rejected the plea that the original CoC was “provisional,” noting that “there is no provision in the Code” to allow such a claim. It clarified that the role of the IRP is administrative in nature and limited to collating claims, while adjudicatory powers vest with the NCLT.

On ABFL’s classification, the Tribunal agreed with the NCLT’s finding that the financial arrangements supported its recognition as a financial creditor, and any unilateral attempt to reclassify it as an operational creditor was beyond the IRP’s powers. The NCLAT also dismissed an impleadment plea by suspended director Riju Ravindran, observing: “He has nothing to add to the appeal which has been filed by none else than his real brother who is also similarly placed.”

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The Appellate Tribunal concluded that the NCLT had considered all aspects before issuing its directions and found no reason to interfere. Accordingly, Byju Raveendran’s appeal was dismissed, and the order restoring the August 21 CoC and disciplinary action against the IRP was upheld.

Appearance

For Appellant: Mr. Guru Krishnakumar, Senior Advocate Mr. Abhijit Sinha, Advocate Mr. V. Shyamohan, Advocate Ms. Sradhaxna Mudrika, Advocate Ms. Isha Ghai, Advocate Ms. Anshika Bajpai, Advocate Ms. Vrinda Baheti, Advocate Ms. Riya Sara Renchen, Advocate Mr. Vishesh Goel, Advocate

For Respondents: Mr. Aparajith Vishwantath & Ms. Sneha Parthasarathy, Advocates for R1 Mr. Abhinav Vasisht, Senior Advocate Ms. Pooja Mahajan Mr. Arveena Sharma Mr. Savar Mahajan Mr. Ichchha Kalash Ms. Samridhi Shrimali Ms. Lakshana Viravalli Ms. S. Madhusmitha Ms. Akshita Sachdeva Jaitly, Advocates for R2 Mr Krishnendu Datta, Senior Advocate with Prateek Kumar, Raveena Rai, Moha Paranjpe, Mr. Sidhant Grover, Adv. for Respondent No. 3 Ms. Haripriya Padmanabhan, Senior Advocate Ms. Pooja Dhar, Advocate Mr. Vishal Sinha, Advocate Ms. Shreya Nair, Advocate Mr. Pratul Pratap Singh, Advocate for IA No. 405/2025

Cause Title: Byju Raveendran, Suspended Director and Promoter of M/s. Think and Learn Pvt. Ltd. V. Aditya Birla Finance Ltd. & 3 Ors. 

Case No: Company Appeal (AT) (CH) (Ins) No.120/2025 (IA Nos.329 , 330, 381,406 & 405 /2025)

Coram: Justice Rakesh Kumar Jain [Judicial Member], Jatindranath Swain [Technical Member]