# In the matter of Think & Learn Private Limited

> NCLT judgment dated 2024-07-16. Citation: TCN-2024-NCLT-01002. The Board of Control for Cricket in India (BCCI), as the Operational Creditor/Petitioner, filed…

- **Court:** NCLT
- **Order date:** 16 Jul 2024
- **Citation:** TCN-2024-NCLT-01002
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/think-learn-private-limited-82c01a3a

## Summary

### Background

The Board of Control for Cricket in India (BCCI), as the Operational Creditor/Petitioner, filed a petition under Section 9 of the Insolvency and Bankruptcy Code (IBC), 2016, against Think & Learn Private Limited (BYJU'S), the Corporate Debtor/Respondent, seeking to initiate Corporate Insolvency Resolution Process (CIRP) due to a default of Rs. 1,58,90,92,400/-. The claim arises from a 'Team Sponsor Agreement' dated 25/07/2019, where BCCI granted sponsorship rights to BYJU'S. The agreement initially ran until 31/03/2022, but continued even after that date pending a formal document. BCCI provided marketing, advertising, and promotional services, and BYJU'S was to pay a fee. After 31/03/2022, BYJU'S made a payment against one invoice for the India-South Africa cricket

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## Facts

The Board of Control for Cricket in India (BCCI) and Think & Learn Private Limited (BYJU'S) entered into a 'Team Sponsor Agreement' on 25/07/2019, granting sponsorship rights to BYJU'S. The agreement initially ran until 31/03/2022, but the arrangement continued even after that date pending a formal document. Under the agreement, BCCI provided marketing, advertising, and promotional services to BYJU'S. BYJU'S was required to pay a fee to BCCI. After 31/03/2022, BYJU'S made a payment against one invoice for the India-South Africa cricket series held in June 2022. However, payments for the remaining invoices for the financial year 2022-23 were not made. BYJU'S gave consent to encash a Bank Guarantee of Rs 143,00,00,000/-, but this was insufficient to cover the entire

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## Issues and analysis

### Issue 1: Whether the Petitioner herein …

**Ratio:** Section 5(21) of the IBC defines 'Operational Debt' as a claim in respect of the

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**Reasoning:** The Adjudicating Authority reasoned that the sponsorship agreement included marketing,

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**Interpretation:** The term 'Rights' as per clause 1.1 (xxvii) of the agreement, which states that

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**Application:** The Adjudicating Authority applied the ratio to the facts by noting that BYJU'S

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## Parties

- **Judges:** K. Bi…; Manoj Kumar…
- **Appellants:** The Board of…
- **Respondents:** Think and Learn…

## Timeline

- **2019-07-25 — Team Sponsor A…**: The Operational Creditor and the Corporate…
- **2022-03-31 — Agreement…**: The term of the Agreement dated 25/07/2019 was till 31/03/2022; however, even after…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 9 — Application for initiation of corporate insolvency…](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-9)

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