Subject: RE: Think and Learn Private Limited | 1st CoC Meeting | Notice and Agenda
From: Deepak Suthar <[email-masked]>
To: "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>
Cc: Ashwin Bishnoi <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <[email-masked]>, Prateek Kumar <[email-masked]>, Nikhilesh Rao <[email-masked]>, "[email-masked]" <[email-masked]>, "[email-masked]" <
Date: Tue, 27 Aug 2024 13:15:12 +0000

Dear Pankaj Sir,

ICICI has no claims against the corporate debtor. Since we won’t be a part of COC, we don’t have any views/objections on the issues stated in the trail email.

Thanks & Regards, 

Deepak Suthar

RM - SRSG 

ICICI Bank Ltd 

From: Ashwin Bishnoi <[email-masked]> 
Sent: Tuesday, August 27, 2024 9:43 AM
To: [email-masked]; [email-masked]; [email-masked]
Cc: [email-masked]; [email-masked]; [email-masked]; [email-masked]; [email-masked]; [email-masked]; Prateek Kumar <[email-masked]>; Nikhilesh Rao <[email-masked]>;  [email-masked]; [email-masked]; Deepak Suthar /SRSG/IBANK/BANG-COMMI <[email-masked]>
Subject: RE: Think and Learn Private Limited | 1st CoC Meeting | Notice and Agenda
Sensitivity: Confidential

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Dear Sir

We act for GLAS Trust Company LLC (GLAS), the administrative agent and collateral agent to the term loan lenders (TLBs)  of the US$1.2 billion term loan guaranteed by Think & Learn Private Limited (the Corporate Debtor). 

We understand from you that GLAS constitutes 99.41% of the voting rights in the committee of creditors (COC) of the  Corporate Debtor. We are also copying in the other three COC members for faster dissemination of information. 

As we have mentioned repeatedly, time is of the utmost essence in this insolvency. GLAS and the TLBs are very concerned with the serious and real risk of asset dissipation by the promoters and existing management of the Corporate Debtor. These concerns are further heightened  by your own admission that in your capacity as the interim resolution professional of the Corporate Debtor (IRP), you have not been able to take full, active and independent control over the assets of the Corporate Debtor and that you have not  received cooperation from the personnel, sponsors and suspended directors of the Corporate Debtor. There is also a lack of visibility on the actions that you have taken as the IRP to protect the assets of the Corporate Debtor for the benefit of all its stakeholders  which makes it all the more important for the IRP to convene the first COC meeting to deliberate on all these matters as soon as possible in accordance with the requirements of the Insolvency and Bankruptcy Code, 2016 (IBC) and the rules and  regulations issued thereunder. 

These are critical and important issues that the COC needs to urgently discuss and take decisions on. 

As an officer of the Hon’ble National Company Law Tribunal, as appointed under the IBC, you owe duties to the creditors and stakeholders  of the Corporate Debtor which duties I am sure you are aware of. Therefore, time is of the utmost essence, and you will surely appreciate that. 

In light of the foregoing, we strongly urge you as the IRP to comply with your statutory duty and proceed with the first COC meeting  on 27 August 2024 at 7:00 pm (IST) as originally scheduled. We note that:

1. Under Section 22(1) of the IBC, the “first meeting of the committee of creditors shall be held within  seven days of the constitution of the committee of creditors”. You, the IRP, constituted the COC on 21 August 2024. Therefore, given the urgency of the situations as outlined above and as you yourself have mentioned before the Hon’ble National Company  Law Appellate Tribunal, Chennai, and in order to accommodate various time differences, it is imperative that you hold the first COC meeting at the previously fixed time of 27 August 2024 at 7:00 pm (IST). 

2. Notwithstanding the request that you may have received, the other members of the COC clearly constitute  more than adequate quorum to hold this important first COC meeting. This is because GLAS constitutes 99.41% of the voting rights in the COC.

We also urge our fellow COC member who has asked for this postponement to kindly send a second authorised representative so that the  important first COC may go ahead as scheduled for the reasons well known to all of us and as outlined above. As a one-off accommodation for the personal exigency, we as a fellow member of the COC have no objection if that COC member wishes to file its second  authority letter even just a few minutes prior to 7:00 pm (IST) on 27 August 2024 as opposed to 24 hours prior to the meeting as originally required by the IRP. We also request you to share the email by which the first authority letter was received from such  member so as to ensure that there is no confusion. We have copied in all COC members in this correspondence in the spirit of transparency and to ensure that all COC members are aware of the urgency of the situation.

We also request you to share (including via email) by 10:00 AM (IST) on 27 August 2024 the password for the files with our authorised representatives mentioned in the authority letter already shared with you. 

This email formally puts you the IRP on notice that any intentional delay by the IRP in the resumption of the CIRP will damage and  cause irreparable harm to the creditors of the Corporate Debtor. 

GLAS and the TLBs reserve all rights to hold any party (acting on its own behalf or acting in concert with any third party) personally  liable to the extent, any actions, inactions or failure to discharge statutory duties causes financial harm to them.

Sincerely

Ashwin Bishnoi 

From: Pankaj Srivastava <[email-masked]>
Date: 27 August 2024 at 2:30:17 AM HKT
To: "ip.byjus" <[email-masked]>
Subject: RE: Think and Learn Private Limited | 1st CoC Meeting | Notice and Agenda

Dear Members (Marked in BCC to avoid long participant list in the mail body), A request has been received from one of the members of the CoC that “  Due to a certain personal exigency, I will not be able to attend the said meeting , being a Financial

This email contains one or more password protected attachments, which may not have been scanned for malware. Please use caution.

Dear Members (Marked in BCC to avoid long participant list in the mail body),

A request has been received from one of the members of the CoC that “Due to a certain personal exigency, I will not be able to attend the said meeting, being a Financial Creditor might suffer irreparable monetary  loss if the CoC proceedings are conducted ex-parte. Therefore, it is my humble request to adjourn and defer the CoC meeting sometime next week.” 

In accommodate this late request and to meet the strict timelines provided in the I B Code 2016 the CoC meeting to be held on 27.8.24 is rescheduled on 30th Aug 2024 at same time. 

Kindly take note. In addition, the meeting notes are attached for reference in password protected mode and password shall be shared upon request with the duly authorised representatives  of the committee. 

Kind regards

Pankaj Srivastava

Interim Resolution Professional in the matter of Think & Learn Private Limited

IP Registration details are as under:

IP Registration No. IBBI/IPA-001/IP-P00245/2017-2018/10474

Dear Members of the CoC,

This is in reference to the captioned matter.

In this regard, please note that the undersigned has constituted the Committee of Creditors (CoC) of Think & Learn Limited (Corporate Debtor) in accordance with the provisions of the Insolvency & Bankruptcy Code, 2016 and the Regulations made thereunder, comprising of the following members:

Glas Trust Company LLC
Aditya Birla Finance Limited
Incred Financial Services Limited
ICICI Bank Limited 
Accordingly, enclosed is the Notice of the 1st CoC Meeting of the Corporate Debtor which will be held on Tuesday, the 27th day of August 2024 at 7:00 PM IST at the Registered office  of Think & Learn Pvt. Ltd. located at 2nd Floor, Tower D, IBC Knowledge Park, 4/1, Bannerghatta Main Road, Bengaluru, Karnataka, India.

For further details kindly refer the enclosed Notice.

Please feel free to revert in case of any clarifications.

सादर ॥ Regards,

Pankaj Srivastava

Interim Resolution Professional | Think and Learn Private Limited 

IBBI Regn No : IBBI/IPA-001/IP-P00245 /2017-18/10474 | AFA Validity: 17/11/2023 to 16/11/2024

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