Kerala High Court Dismisses Second Writ Petition in BYJU'S CIRP Probe Matter: Doctrine of Finality and Forum Selection Prove Fatal
Background and Overview
The Kerala High Court has dismissed a writ petition filed by two private limited companies — both represented by the same Managing Director — in connection with alleged irregularities in the Corporate Insolvency Resolution Process (CIRP) of Think and Learn Private Limited, popularly known as the BYJU'S Group. The petitioners sought court-directed investigations by the Central Bureau of Investigation (CBI), the Enforcement Directorate (ED), and the National Investigation Agency (NIA) into what they described as serious malpractices, cross-border fraud, and abuse of insolvency proceedings.
The dismissal rested on two independent and equally decisive grounds: first, the petitioners had already withdrawn an earlier identical petition without obtaining liberty to file afresh; and second, the Kerala High Court was not the appropriate forum for the reliefs being claimed.
The Petitioners' Claims and Factual Background
Origins of the BYJU'S Group and Global Expansion
Think and Learn Private Limited (TLPL) was incorporated on 30.11.2011 under the Companies Act, 1956, with its registered office in Bangalore. The company was co-founded by Mr. Byju Raveendran, Mr. Riju Raveendran, and Mrs. Divya Gokulnath. Between 2018 and 2022, TLPL pursued an aggressive international expansion strategy, deploying overseas investments exceeding USD 1.42 billion. These investments were reportedly financed, guaranteed, and directed by the Indian parent entity, with operational control, intellectual property management, product development, and engineering coordination being handled from India.
The Loan Agreement and Alleged Ownership Acquisition
On 04.09.2023, TLPL entered into a loan agreement with Mr. Riju Raveendran for USD 100 Million. This agreement reportedly conferred strategic conversion rights, including the right to acquire 100% ownership of Epic Creations Inc. and Tangible Play Inc. Subsequently, on 01.12.2023, Mr. Riju Raveendran assigned all rights under this loan agreement to the petitioners for consideration.
Upon the default of the loan, the petitioners issued a conversion notice dated 01.04.2024 and exercised conversion on 02.04.2024 and 05.04.2024, receiving share certificates purportedly evidencing 100% ownership of Epic Creations Inc. and Tangible Play Inc. in their favour. Following this, the petitioners claimed to have assumed open, continuous, and exclusive operational control over domains, app-store accounts, source-code repositories, cloud infrastructure, and associated revenue streams.
On 15.11.2024, a competent Dubai Court formally acknowledged the petitioners' ownership of Epic Creations Inc. and Tangible Play Inc., including all related intellectual properties and assets. The petitioners also filed a commercial suit — C.S No. 118/2024 — before the Commercial Court, Ernakulam, seeking a declaration of ownership over Epic Creations Inc. and Tangible Play Inc., along with injunctive relief against alienation and other consequential reliefs arising from the loan assignment and conversion sequence.
Alleged Irregularities in the CIRP
The petitioners raised several serious allegations regarding the manner in which the CIRP was initiated and conducted: