Case Law Details
Voizzit Technology Pvt Ltd Vs Director, Central Bureau of Investigation (Kerala High Court)
The Kerala High Court dismissed a writ petition filed by two private limited companies seeking directions for investigation by the Central Bureau of Investigation (CBI), Enforcement Directorate (ED), and National Investigation Agency (NIA) into alleged irregularities in the corporate insolvency resolution process (CIRP) of Think and Learn Private Limited (BYJU’S Group). The petitioners sought investigation into alleged malpractice by the Interim Resolution Professional and other respondents, claiming violations involving foreign entities, diversion of assets, manipulation of insolvency proceedings, and issues relating to intellectual property and digital infrastructure.
The petitioners stated that they had acquired rights in Epic Creations Inc. and Tangible Play Inc. through a loan assignment and conversion process, obtained share certificates evidencing 100% ownership, and that a Dubai Court had acknowledged their ownership. They also referred to a commercial suit pending before the Commercial Court, Ernakulam, and alleged that the CIRP violated the Foreign Exchange Management Act, 1999 and allied laws. According to the petitioners, complaints had already been filed before the ED and CBI alleging FEMA violations, cross-border fraud, criminal conspiracy, and abuse of the insolvency process. They further sought transfer of an FIR registered at High Grounds Police Station, Bengaluru, to the CBI.
The respondents challenged the maintainability of the writ petition, pointing out that the petitioners had earlier filed W.P.(PIL) No. 171 of 2025 before the Kerala High Court on the same facts and seeking identical reliefs. That petition had been dismissed as withdrawn on 13 January 2026 without liberty to institute a fresh petition. The present writ petition was filed on the very next day seeking the same reliefs.
The High Court found that the earlier writ petition had been withdrawn without seeking or obtaining liberty to file a fresh petition. It held that filing a second petition on the same cause of action violated the doctrine of finality of litigation. The Court also observed that the petitioners had incorrectly stated in the supporting affidavit that they had not filed any earlier petition seeking the same or similar reliefs, whereas the previous writ petition had already been disposed of.
The Court further accepted the respondents’ contention that the Karnataka High Court was the appropriate forum. It noted that the petition itself referred to FIR No. 0044 of 2025 registered at High Grounds Police Station, Bengaluru, and that the interim relief sought related to proceedings pending before the NCLT, Bengaluru. Holding that the petition had been filed before the wrong forum and was not maintainable, the High Court dismissed the writ petition.
FULL TEXT OF THE JUDGMENT/ORDER OF KERALA HIGH COURT
Two Private Limited Companies represented by the same Managing Director, have filed this writ petition under Article 226 of the Constitution of India seeking the following reliefs:
“(i) Issue a writ of mandamus or direction or commanding the Respondent No.1 and 2 to take necessary and appropriate steps forthwith to enquire the malpractices committed by the Interim Resolution Professional along with Respondent Nos.4 to 6 in order to protect the interest of the investors by considering the Exhibit-P2 and P3 representation of the Petitioners.
(ii) Issue a writ of mandamus or direction or commanding the Respondent No.3, NIA to take necessary and appropriate steps to investigate against the interim Resolution professional along with Respondent No.4 to 6 regarding the involvement of foreign entities and jurisdictions in the manipulation of insolvency processes, diversion and alienation of Indian-origin assets, unauthorised control over critical digital infrastructure, and extraction of capital and intellectual property outside India, which have serious ramifications for India’s economic and financial security.
(iii) Dispense with translation of documents produced in vernacular language.
AND
(iv) Issue such other writs, orders or direction which this Hon’ble Court may deem fit and proper to issue in the facts and circumstances of the case; ”
2. The case of the petitioners is summarised as follows:
A private Company by name Think and Learn Private Limited (TLPL), which later on came to be known as BYJU’S Group, was incorporated on 30.11.2011 under the Companies Act, 1956, with its registered office at Bangalore, founded by Mr.Byju Raveendran, Mr.Riju Raveendran and Mrs.Divya Gokulnath. During the year 2018-2022, the above company adopted global expansion strategy with overseas investments exceeding USD 1.42 billion financed, guaranteed and controlled by an Indian Parent Entity with post acquisition operational control, product development, engineering and intellectual property management being co-ordinated from India. On 04.09.2023, TLPL entered into a loan agreement with Mr.Riju Raveendran for USD 100 Million, conferring strategic conversion rights including the right to acquire 100% ownership of Epic Creation Inc. and Tangible Play Inc. On 01.12.2023, Mr.Riju Raveendran assigned all rights under the loan agreement to the petitioners for consideration. Upon default of loan, the petitioners issued a conversion notice dated 01.04.2024 and exercised conversion on 02.04.2024 and on 05.04.2024 of share certificates evidencing 100% ownership of Epic Creations Inc. and Tangible Play Inc. in favour of the petitioners. Thereafter, the petitioners assumed open, continuous and exclusive operational control over domains, app-store accounts, source-code repositories, cloud infrastructure and 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 instituted commercial suit C.S No.118/2024 before the Commercial Court, Ernakulam seeking declaration of ownership over Epic Creations Inc. and Tangible Play Inc. and injunction against alienation and consequential reliefs arising from the loan assignment conversion sequence. CIRP was initiated in violation of Foreign Exchange Management Act, 1999 and Allied Laws. Within two weeks of admission, the operational debt was settled by Mr.Riju Raveendran from his personal funds, and the NCLAT approved the settlement as a pre-CoC settlement. Notwithstanding the above, GLAS Trust Company LLC, which was not a lender to TLPL fraudulently entered and dominated CoC by suppressing lender disqualification exceeding 61.43% supported by Ernst and Young LLP acting under undisclosed and disqualifying conflict of interest. Parallel involuntary Chapter 11 proceedings were initiated in the United States in respect of the same loan and same guarantee which amounted to double recovery leading to appointment of a foreign trustee. Between October and November, 2024, access to domain, App-Store Accounts, source code repositories and Cloud Infrastructure of Epic and Tangible Play was forcibly taken over, and the foreign trustee proceeded to alienate Epic to a foreign Chinese Entity despite pending Indian proceedings and interim protection. If CIRP is allowed to continue, Indian Courts will be rendered functus officio by accomplished facts, and any eventual declaration of ownership in favour of the petitioners will be reduced to a hollow formality. Complaints were already filed before the Enforcement Directorate and the Central Bureau of Investigation disclosing serious FEMA violations, cross-border fraud, criminal conspiracy and abuse of insolvency processes warranting court monitored investigation. A crime registered at the High Grounds Police Station, Bangalore as FIR No.0044/2025 requires to be taken over by the Central Bureau of Investigation for a comprehensive investigation into GLAS Trust Company LLC, Ernst and Young LLP, the Interim Resolution Professionals and all connected persons. Hence the petitioners have approached this Court with this writ petition.
5. Heard the learned counsel for the petitioners, Adv. Sri. Joseph Kodianthara, the learned Senior Counsel as instructed by Adv. Sri. Cyriac Tom, representing the 4th respondent, Adv. Sri. S. Sreekumar, the learned Senior Counsel as instructed by Adv. Sri. Aamir Sohrab M.M, representing the 5th respondent, Adv. Sri. Santhosh Mohan, the learned Senior Counsel as instructed by Adv.S ri. Harikumar G. Nair, representing respondents 6 to 9, the learned DSGI representing the third respondent/NIA, the learned Standing Counsel for the Enforcement Directorate, and the learned Special Public Prosecutor for CBI.
6. The maintainability of this writ petition is strongly challenged by the learned counsel representing respondents 4 to 9 stating the reason that an earlier writ petition filed by the petitioners before this Court as W.P.(PIL) No.171/2025 in respect of the same set of facts, seeking the same reliefs as prayed for in this writ petition, had been dismissed as withdrawn by a Division Bench of this Court on 13.01.2026. On the next day, i.e., on 14.01.2026, the petitioners preferred this writ petition seeking the very same reliefs notwithstanding the fact that no leave was sought, and much less allowed, by the Division Bench to institute a fresh proceeding in respect of the same cause of action as stated in W.P.(PIL) No.171/2025.
7. The copy of W.P(PIL) No.171/2025 has been produced in this case as Ext.R4(g). It is apparent from Ext.R4(g) that the said writ petition was filed by the petitioners herein on the same factual matrix as that of this case, and that the reliefs prayed for thereunder are exactly the same reliefs as that of this case. A reading of the judgment rendered by the Division Bench of this Court on 13.01.2026 in W.P.(PIL) No.171/2025 would reveal that the aforesaid writ petition was dismissed as requested by the counsel for the petitioners who had not insisted that the dismissal of that writ petition as withdrawn may be with liberty to file a fresh writ petition. In the above circumstances, the institution of this writ petition by the petitioners violates the doctrine of finality envisaged in the maxim ‘interest reipublicae ut sit finis litium’as held by the Hon’ble Supreme Court in Kangra Central Co-operative Bank Limited v. The Kangra Central Co-operative Bank Pensioners Welfare Association & Ors. [2025 SCC OnLine SC 2771]. In this context, it is worth to note that the petitioners made a misrepresentation in paragraph No.3 of the affidavit filed in support of this writ petition that they have not filed any petition earlier seeking same or similar reliefs as sought for in this case. The aforesaid statement of the petitioners in that affidavit is factually incorrect in view of the pendency of W.P.(PIL) No.171/2025 which had been finally disposed of by a Division Bench of this Court on 13.01.2026. Therefore, the contention of the above respondents against the maintainability of this writ petition, is well-founded.
8. Another important aspect pointed out by the learned counsel for the respondents 4 to 9 is that the averments in this writ petition itself would reveal that the Karnataka High Court was the proper Court before which the petitioners should have instituted this writ petition. In paragraph No.2 of the statement of facts the petitioners have made it clear that the High Grounds Police Station, Bangalore, had already registered FIR No.0044/2025 in connection with the subject matter of the dispute involved in this case. So also, it is pointed out by the learned counsel representing the above respondents that the nature of the relief which the petitioners have sought as interim relief would reveal that they are seeking a stay of proceedings in the matter pending before the NCLT, Bangalore, as C.P.(IB)No.149/BB/2023. The arguments advanced by the learned counsel representing respondents 4 to 9, in the above regard, are also well-founded. It is apparent from the facts and circumstances of the case that the petitioners have preferred the wrong forum for the institution of this writ petition. Therefore, the challenge raised by the above respondents against the maintainability of this writ petition, is perfectly sustainable. Needless to say, the continuance of the proceedings in this writ petition, which is against the principles of law, has to be terminated in the interests of justice.
In the result, the writ petition is hereby dismissed.
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