Skip to content
laws.sgby aturio
Grounds publishedDecided 14 Sep 2026
Contents

General Division of the High Court

Re Think & Learn Pte Ltd and another (Singapore VII Topco I Pte Ltd and others, non-parties)

Feedback & support

[2026] SGHC 227Case no. Originating Application No 852 of 2025 (Summons No 3451 of 2025)

What happened, in plain English

There is no plain-English summary of this judgment yet.

Ask about this judgment

Laws this judgment relies on

Grounds of decision

Official text from eLitigation

  1. Sushil Nair JCA:

  2. Introduction

  3. [1] In HC/SUM 3451/2025 (“SUM 3451”), the foreign representative, Mr Shailendra Ajmera (“Mr Ajmera”) of Think & Learn Pte Ltd (“TLPL”) (collectively, the “Applicants”), applied for, among other things, disclosure and examination orders against named “Relevant Persons” as set out in Schedule 2 annexed to SUM 3451 pursuant to Article 21(1)(d) of the UNCITRAL Model Law on Cross-Border Insolvency as adopted in the Third Schedule of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”) (“Model Law”) and Article 21(1)(g) of the Model Law read with s 244(1) of the IRDA.

  4. [2] The “Relevant Persons” can be broadly categorised into five groups:

  5. [3] As it transpired, only the Topco Examinees appeared before me to object to the orders sought and to make submissions. The Applicants withdrew the application as against the Nominee Examinees on 25 June 2026 after each had given affidavit evidence that their directorships were arranged through a corporate services provider, and that they did not retain or have in their possession any information or documents responsive to the Applicants’ requests. The Applicants had also sought examination and disclosure orders against Mr Russell Dreisenstock (“Mr Dreisenstock”), as a former director of TLPL, in SUM 3451. This was withdrawn on 1 June 2026 after Mr Dreisenstock affirmed on affidavit what he knew of TLPL’s affairs. The Byju Examinees did not enter an appearance or make any submissions, although notice was given, and the Beeaar A&M Directors had indicated that they are not taking a position or making submissions on SUM 3451.

  6. [4] It thus remained for me to decide on the appropriate orders (if any) to be made against the Topco Examinees, the Byju Examinees, Beeaar and the Beeaar A&M Directors. After hearing the parties, I allow SUM 3451 in part and on a substantially narrowed basis than the Applicants first sought. I also grant the orders for sealing as sought by the Applicants, subject to certain further directions. I set out my detailed decision and reasons below.

  7. Facts

  8. Commencement and recognition of CIRP

  9. [5] TLPL is a private limited company incorporated under the laws of India, and was in the business of providing education technology globally. On or around 23 September 2023, one of TLPL’s creditors filed a petition to commence a corporate insolvency resolution process (“CIRP”) against TLPL under the laws of India. TLPL was placed in CIRP by an order dated 16 July 2024. The committee of creditors of TLPL subsequently appointed Mr Ajmera as its permanent resolution professional (“RP”) on 24 February 2025. The Applicants were involved in a number of proceedings before the Indian courts, including appeals against the commencement of the CIRP and for the removal of Mr Ajmera as RP.

  10. [6] The Applicants applied to this Court in HC/OA 852/2025 (“OA 852”) on 11 August 2025 for the CIRP to be recognised as a foreign main proceeding under Article 2(f) of the Model Law, and for Mr Ajmera to be recognised as the foreign representative of TLPL under Article 2(i) of the Model Law, together with the usual stays and suspensions. Having obtained confirmation from the Applicants that the CIRP had not been stayed and that nothing affected Mr Ajmera’s status as TLPL’s RP, I granted the orders sought on 24 September 2025 vide HC/ORC 5698/2025. The Applicants have also confirmed again on 10 July 2026 that there is currently no stay of the CIRP or anything which affects the standing of Mr Ajmera as the RP, and the Topco Examinees indicated that they did not contest the standing of TLPL or Mr Ajmera to pursue the present application.

  11. [7] As there are numerous Relevant Persons and other connected parties, and the genesis of the present application arises from a rather convoluted series of transactions, I set out the factual background to the present application in some detail. The Relevant Persons and their connection to TLPL will be introduced as they become relevant.

  12. TLPL’s Interest in Aakash

  13. [8] The impetus for the present application is Mr Ajmera’s desire to investigate the affairs surrounding TLPL’s shareholding in Aakash Educational Services Ltd (“Aakash”, and the “Interest in Aakash”). Aakash is a public company registered in India, which provides educational services to students preparing for various competitive entrance examinations in India.

  14. The Merger and Fallback Agreements

  15. [9] On or around 3 April 2021, Topco and BCP Asia Athena ESC (Cayman) Ltd (collectively, the “Investors”), TLPL, the other individual shareholders of Aakash, namely, Mr J.C. Chaudhry, Mr Hemant Sultania and Mr Pavan Chauhan (collectively, “Individual Shareholders”), and Aakash, entered into a merger framework agreement as amended by a first amendment agreement dated 21 June 2021 (“Merger Agreement”) and a fallback agreement dated 3 April 2021 (“Investor Fallback Agreement”), through which a proposed merger of Aakash and TLPL was to be carried out. It bears mentioning that both Investors were affiliated with the Blackstone group.

  16. [10] To summarise, the merger was supposed to be carried out through a composite cash and stock transaction. TLPL was to first acquire 70% of the shares in Aakash held by the Investors and the Individual Shareholders in consideration for cash, with the Investors and Individual Shareholders retaining their remaining 30% shareholding in Aakash. In this connection, TLPL, the Investors and other Individual Shareholders of Aakash entered into a share purchase agreement for 17,891,289 shares of Aakash on 3 April 2021 (“2022 Sale Shares”), as amended by a supplementary agreement dated 30 July 2022 (“Investors SPA”). Together with the supplementary agreement, the Investors and TLPL also entered into an option agreement with BIPL dated 30 July 2022 (“Option Agreement”), which granted BIPL a right to acquire the 2022 Sale Shares from the Investors. After TLPL had obtained the shareholding in Aakash, TLPL and Aakash were to file a scheme of amalgamation with the National Company Law Tribunal (“NCLT”) in India. Under clauses 2.2.6 and 2.3 of the Merger Agreement, this scheme application was to be approved by a long-stop date of 3 October 2022. Finally, in the event that the merger did not occur by 3 October 2022, the Investors would swap their remaining 30% shares in Aakash for shares in TLPL to achieve TLPL’s ownership of Aakash pursuant to the Investor Fallback Agreement (“Share Swap”).

  17. [11] In or around September 2022, the purchase of the 2022 Sale Shares originally held by the Investors by BIPL under the Investors SPA and the Option Agreement was completed. As such, the Investors only retained certain remaining equity shares and differential voting rights shares in Aakash (“Remaining Shares”).

  18. [12] It is alleged by TLPL that between April 2021 and August 2021, its nominee directors were appointed to Aakash’s board, including Mr Byju Raveendran (“Mr Raveendran”). Mr Raveendran was also designated as the managing director of Aakash. There were also special rights given to TLPL in Aakash’s constitution.

  19. [13] While the scheme was filed with the NCLT for approval of the merger in or around September 2022, the merger was not approved by the NCLT by the long-stop date of 3 October 2022. As such, it is TLPL’s position that, under the Investor Fallback Agreement, the Investors were obliged to swap their shares in Aakash for TLPL’s shares. However, this did not take place.

  20. [14] On 15 March 2023, TLPL notified the Investors that there had been a “Merger Failure Event” as defined in clause 9.1 of the Merger Agreement and called for the Remaining Shares to be swapped for shares in TLPL. Around this time, allegations of corporate and financial mismanagement relating to TLPL received media coverage, including that TLPL was the subject of investigations by the Indian government and various regulatory bodies.

  21. [15] Between March and June 2023, parties engaged in negotiations regarding the performance of the Share Swap as provided for under the Investor Fallback Agreement, but no resolution was reached. On 27 July 2023, the Investors wrote to TLPL stating that TLPL had repudiated the Merger Agreement and the Investor Fallback Agreement by its actions, and that the Investors accepted TLPL’s repudiatory breaches and terminated both agreements.

  22. The Debenture Trust Deed and the 2024 Allotment

  23. [16] Between 2023 and 2024, another party, Manipal Health Systems Pte Ltd (“Manipal”), became a shareholder of Aakash. This flowed from a series of events:

  24. (a) First, Aakash entered into a debenture trust deed dated 25 April 2023 with Catalyst Trusteeship Ltd (“Catalyst”) (“Debenture Trust Deed”). The debentures were partly secured by Beeaar’s interest in Aakash’s shares (“Debentures”). Clause 2.1 of the Debenture Trust Deed provided that the debentures to be issued were to be “senior secured, redeemable [and] non-convertible”.

  25. (b) Pursuant to the Debenture Trust Deed, Debentures were issued to DKP India Scheme 1, a foreign portfolio investor registered with the Securities and Exchange Board of India.

  26. (c) It appears that notices were issued on 19 and 26 June 2023 by Catalyst declaring an event of default under the Debenture Trust Deed, and the Debentures were called on and accelerated, and proceedings in India were commenced in relation to these notices. A standstill deed was executed on 4 July 2023, and a supplemental standstill deed dated 16 August 2023 was executed to resolve the matter. Shortly after, the Debentures were transferred to Manipal sometime in November 2023.

  27. (d) Catalyst then issued a notice seeking to convert the Debentures into Aakash shares on 15 January 2024.

  28. (e) The Applicants discovered that the conversion was effected in or around January 2024 through media reports and press releases from the Competition Commission of India (“2024 Allotment”).

  29. Sale of the Remaining Shares and Beeaar’s ownership of 2022 Sale Shares

  30. [17] As at 2 September 2024, the Investors held 6.97% of Aakash’s shares. This was reduced to zero on 7 March 2025. On this basis, and on the basis of a schedule of shareholders of Aakash extracted from Aakash’s Notice of Annual General Meeting dated 2 September 2024 and a further list of shareholders on Aakash’s letterhead dated 10 March 2025, Mr Ajmera takes the view that the Investors had sold their Remaining Shares between late 2024 and early 2025 to MNI Ventures, an entity associated with Manipal (“Remaining Shares Sale”).

  31. [18] Further, although BIPL initially exercised its right under the Option Agreement to purchase the 2022 Sale Shares in September 2022, Beeaar came to hold the 2022 Sale Shares by 2 September 2024 (“2022 Sale Shares Transfer”). BIPL shares the same current and former directors with BGPL, and BIPL is wholly owned by BGPL. For completeness, BGPL is in turn wholly owned by Mr Raveendran, and Beeaar is similarly wholly owned by Mr Raveendran. As such, none of the parties who were obliged to swap shares pursuant to the Investor Fallback Agreement had any Aakash shares remaining by early 2025.

  32. [19] Finally, on 21 October 2024 and 20 November 2024, a board meeting and extraordinary general meeting, respectively, of Aakash were convened. TLPL alleged that during these meetings, Mr Raveendran, acting as the managing director of Aakash, sought to pass resolutions to remove certain special rights given to TLPL in Aakash’s constitution.

  33. [20] Beyond the current proceedings and the litigation surrounding the CIRP itself in India, there are also a number of related proceedings. I also set out the details of these proceedings in so far as they have a bearing on the present decision.

  34. The First Arbitration

  35. [21] On 1 June 2024, TLPL, under the control of its directors and prior to the commencement of the CIRP, commenced the First Arbitration against the Investors. The First Arbitration was later deemed withdrawn for the failure to make payment of fees.

  36. Term Loan B and the Delaware Suit

  37. [22] In or around 24 November 2021, TLPL entered into a Credit and Guaranty Agreement dated 24 November 2021, as amended on 12 January 2023, with BYJU’s Alpha Inc (“Alpha”), GLAS Trust Company LLC (“GLAS”), Morgan Stanley Senior Funding Inc. (“MSSF”) and JP Morgan Chase Bank N.A. (“JP Morgan”) (“Credit and Guaranty Agreement”). Alpha was a wholly owned subsidiary of TLPL, and TLPL issued a guarantee deed dated 24 November 2021 in favour of GLAS, which was the administrative agent and collateral agent under the Credit and Guaranty Agreement (“Onshore Guarantee”). The Onshore Guarantee guaranteed the performance of Alpha’s obligations under the Credit and Guaranty Agreement. Pursuant to this Credit and Guaranty Agreement, Alpha borrowed US$1.2 billion from MSSF and JP Morgan, and approximately US$1.18 billion of this loan was disbursed on or around 24 November 2021 after an agreed original issue discount was deducted (“Term Loan B”).

  38. [23] On 3 March 2023, GLAS issued a notice of default and acceleration, among other things, to Alpha and TLPL (pursuant to the Onshore Guarantee) for Alpha’s default on Term Loan B. GLAS also took steps to enforce the security in respect of Term Loan B.

  39. [24] On 6 December 2023, GLAS issued a notice of demand to TLPL, invoking the Onshore Guarantee (“Notice of Demand”). However, TLPL defaulted in its capacity as guarantor. In this Notice of Demand, GLAS alleged that a series of wire transfers were carried out between April and July 2022 by Alpha, at the behest of TLPL and its then-directors and management. These alleged transfers resulted in approximately US$533 million (which were part of the US$1.18 billion disbursed under Term Loan B) being transferred to a purported US-based hedge fund, Camshaft Capital Fund, LP (“CCF”).

  40. [25] On 2 February 2024, Alpha commenced an action before the United States Bankruptcy Court for the District of Delaware against CCF, Camshaft Capital Advisors, LLC and Camshaft Capital Management, LLC (both entities associated with CCF) (the “Delaware Suit”). GLAS joined the Delaware Suit as a co-plaintiff, and the plaint was amended to include Mr Riju Ravindran (“Mr Ravindran”), Inspilearn LLC and TLPL.

  41. [26] Summary judgment was entered in the Delaware Suit, with the court holding, among other things, that:

  42. Oppression and mismanagement proceedings

  43. [27] On 17 March 2025, TLPL (acting through Mr Ajmera as the RP under the CIRP) commenced oppression and mismanagement proceedings under the Indian Companies Act 2013 in India before the NCLT, Bengaluru Bench, against Aakash, the Investors, and 22 other respondents (“O&M Proceedings”). In these proceedings, TLPL alleges oppression and mismanagement by, among others, the Investors in relation to the affairs of Aakash. The allegations include that the respondents therein, including the Investors, were “actively devising mechanisms to dilute [TLPL’s] shareholding in [Aakash] in favour of [Manipal] and its associate entities [...] effectively stripping [TLPL] of its rights without proper representation”, and that the Investors had made certain “illegal transfer of shares” to MNI Ventures. TLPL also alleged that the Investors’ sale of their Aakash shares was “in violation of the Share Swap obligations and has been carried out in an oppressive and prejudicial manner against [TLPL’s] interests”. Finally, the reliefs sought also included discovery and production of certain documents from Aakash and Manipal.

  44. [28] The pleadings of TLPL in these O&M Proceedings also referred to an earlier petition against Aakash alleging various acts of oppression and mismanagement, which was withdrawn on 24 February 2025.

  45. [29] These proceedings, and the pleadings filed by the Applicants therein, were not disclosed by the Applicants in Mr Ajmera’s initial affidavit in support of this application. They were brought to the Court’s attention through the affidavit in response filed by Mr Aravind Krishnan Sreekumar, a current director of Topco and one of the Topco Examinees.

  46. The Further Arbitrations

  47. [30] On 23 July 2025, TLPL, under Mr Ajmera’s direction, commenced the Further Arbitrations against the Individual Shareholders.

  48. Qatar Holding LLC v BIPL

  49. [31] Finally, during the hearing on 10 July 2026, counsel for the Applicants referred the Court to a decision of the High Court of Karnataka at Bengaluru in Qatar Holding LLC v Byju’s Investments Pte Ltd dated 16 April 2025 (“Qatar Holding”). This was subsequently provided to the Court. Qatar Holding at [2] and [150] refers to an arrangement between Qatar Holding LLC and BIPL, where Qatar provided US$150 million to part-finance BIPL’s acquisition of a number of shares in Aakash.

  50. The parties’ cases

  51. The Applicants’ case

  52. [32] The Applicants seek information, documents and correspondence in relation to TLPL’s Interest in Aakash. At Schedules 5 and 6 of SUM 3451, the Applicants set out their questions and requests for documents for the Relevant Persons categorised into seven broad categories: (i) 2022 Sale; (ii) Transfer of the 2022 Sale Shares; (iii) Performance of the Merger Agreement and Investors Fallback Agreement; (iv) Share Swap; (v) 2024 Allotment; (vi) Sale of Remaining Shares by the Investors; and (vii) Valuations of Aakash. While the headings of the Schedules are phrased differently in terms of “Categories” and “Requests”, they refer to the same general topics or events, and for convenience, I deal with the categories and requests with the same heading together and refer to them collectively as the “Applicants’ Categories”.

  53. [33] The Applicants say that the information, documents and correspondence sought are necessary for Mr Ajmera to determine whether TLPL has claims in relation to (i) the Merger and Share Swap; (ii) the 2022 Sale Shares Transfer; and (iii) the Remaining Shares Sale, as well as in relation to the management of TLPL’s business and affairs and Term Loan B. TLPL’s Interest in Aakash represents its most valuable asset and potential claims against prima facie wrongdoers to recover shares in Aakash are, in the Applicants’ view, key to the realisation of the company’s estate. This would discharge Mr Ajmera’s duty as a recognised RP. In particular, Mr Ajmera is obliged to take all reasonable steps to recover any shares in Aakash which should rightly belong to TLPL by seeking out information, documents and correspondence which would facilitate his investigation and could be subsequently utilised to determine if TLPL has valid and commercially viable claims for recovery. The crux of the Applicants’ case in their submissions is that without the information and documents sought, Mr Ajmera would be “unable to determine if any claims can be brought to recover the relevant Aakash shares in a timely manner”.

  54. [34] Further, the Applicants say that the present application is the only immediately viable means of obtaining the requisite information, documents and correspondence, as the directors of TLPL have proved uncooperative. Although Mr Ajmera had applied to the NCLT for an order to compel the cooperation of TLPL’s directors, that application remains pending adjudication and the Applicants say that there is no assurance that TLPL’s directors will comply with any such order once it is made. As such, the information accessible to Mr Ajmera is limited to that as submitted and disclosed by the parties in the First Arbitration and the other proceedings in India, and that which is available publicly.

  55. [35] During the hearing on 10 July 2026, counsel for the Applicants acknowledged that while Topco had been identified as a litigation target, Mr Ajmera has not fully settled on whether to pursue Topco and/or the other potential litigation targets as he needed more information. The Applicants emphasised that it is due to the lack of cooperation from Mr Raveendran and Mr Ravindran, the former promoter directors managing TLPL, that Mr Ajmera has been kept in the dark without TLPL’s information, books and records. They make the further allegation that Mr Raveendran may have been acting against the interests of TLPL by effectively asserting control over Aakash and taking measures which would adversely affect TLPL’s Interest in Aakash, such as the removal of TLPL’s special rights and through a series of dilutive measures. Thus, Mr Ajmera is bound to investigate the conduct of the promoter directors.

  56. [36] I also observed during the hearing that the questions to which the Applicants seek answers and production of documents are framed very broadly, in terms of “all facts and circumstances” and “all information, documents and correspondence”, and may encompass information and documents which are purely internal to Topco and the other “Relevant Persons”. Counsel for the Applicants clarified that they were not seeking internal documents or correspondence for Categories 1, 3 and 6. The Applicants also clarified that their requests under Category 2 were only directed to the Byju Examinees, Beeaar and the Beeaar A&M Directors, and their requests under Category 5 were only directed to Beeaar and the Beeaar A&M Directors, and not against the Topco Examinees. I thus take this to be the Applicants’ position in assessing the appropriate orders to be made.

  57. The Topco Examinees’ case

  58. [37] The Topco Examinees objected to the orders sought on the basis that the application was oppressive or an abuse of process. According to the Topco Examinees, the application is in essence an attempt to obtain pre-action litigation advantages outside the ordinary litigation process under the guise of an application under s 244 of the IRDA. There is already sufficient information, as can be ascertained by TLPL’s submissions and positions taken in the other related proceedings, to assess if TLPL has any claims arising out of the failed merger and the supposed Interest in Aakash. The inclusion of the current and former directors of Topco as Relevant Persons is also an attempt at fishing for other “avenues of attack” against the Investors or other third parties. Their alternative submission is that even if examination and production are allowed, the scope of the disclosure and information sought is too broad, and that no oral examination is warranted.

  59. Issues to be determined

  60. [38] It is clear that this court can grant the relief sought pursuant to Article 21(1)(g) of the Model Law as provided for under s 244 of the IRDA or Article 21(1)(d) of the Model Law. Whichever route is relied upon, the applicable requirements are those governing an application under s 244 of the IRDA: Re Fullerton Capital Ltd [2024] SGHC 155 (“Fullerton Capital (HC)”) at [86]–[87]. This is not a case where the RP is only seeking general investigative powers, in which case the analysis set out in Fullerton Capital (HC) would not apply: Re PT Sri Rejeki Isman Tbk [2026] SGHC(I) 16 at [47]–[49]. The parties also agree that the applicable legal principles to an application under s 244 of the IRDA are those as set out at [87] of Fullerton Capital (HC):

  61. (a) The Content Element: The documents or information sought must concern the debtor’s property, affairs, rights, obligations or liabilities;

  62. (b) The Reasonable Basis Element: The applicant must show that there is some reasonable basis for the applicant’s belief that the person concerned can assist them in obtaining relevant information and/or documents, and that the information or documents are reasonably (and not absolutely) required;

  63. (c) Discretion Element: Upon satisfaction of the Content Element and the Reasonable Basis Element, the court has a discretion whether to make the order, and in exercising such discretion the court must have regard to all relevant circumstances and ensure that the interests of the affected person are adequately protected. This includes not making an order that is wholly unreasonable, unnecessary or oppressive to him, and striking a balance between the relief sought and the interests of the affected person.

  64. [39] Thus, the following issues arise for my determination, in respect of each of the Categories as contained in Schedules 5 and 6 of SUM 3451 and as against each of the Relevant Persons:

  65. [40] As there are a number of requests and several Relevant Persons sought to be examined, I consider the issues as they arise for each of the Applicants’ Categories that the Applicants have set out in Schedules 5 and 6 to SUM 3451, and in relation to each of the Relevant Persons separately.

  66. [41] I begin by setting out, without being exhaustive, some of the relevant principles in applying the test set out at [38] above. The Court of Appeal in PricewaterhouseCoopers LLP v Celestial Nutrifoods Ltd [2015] 3 SLR 665 (“Celestial”) at [42] clarified that the law in Singapore relating to examination orders is the “expansive view”, ie, that the power may be invoked to assist in the accumulation of facts, information and knowledge that would enable or facilitate a liquidator to better discharge his statutory function, and may extend to information that the company may not have been apprised of prior to the onset of insolvency.

  67. [42] On the Reasonable Basis Element, there is a general predisposition in favour of the views of the liquidator or the insolvency professional as he is an officer of the court and is thus presumed to be neutral, independent and acting in the best interests of the company: Fullerton Capital (HC) at [83(a)], citing Celestial at [43(a)]. This does not, however, amount to an “unquestioning acceptance of [the liquidator’s] opinion as the court must still police his conduct to ensure that he does not go overboard”: Celestial at [43(a)]. The request does not need to be detailed or specify the information or documents sought to be produced with precision, as the liquidator is ordinarily a stranger to the company: Celestial at [43(a)].

  68. [43] As to the Discretion Element, the relationship of the proposed examinee to the company is relevant. The starting position is that the court can make an order against both officers of the company and third parties: Celestial at [44(a)]. Nevertheless, in Singapore law, a former director is under a statutory duty to co-operate with and assist the liquidators in their investigations, and therefore, there exists a general inclination towards the making of orders against officers and former officers of a company as compared to third parties, even if doing so may potentially expose them to personal liability: Fullerton Capital (CA) at [158]. In contrast, particularly when the scope of the inquiry is broad, it is all the more necessary to guard against an oppressive use of the power against third parties who are not officers of the debtor company: Re PFTZM Ltd [1995] 2 BCLC 354 at 356. The lack of a direct relationship between the company and the examinee is therefore also a relevant factor in the exercise of discretion: Celestial at [44(a)].

  69. Where examinee is or could be a litigation target

  70. [44] It has been held that while the risk of a respondent being exposed to liability is a relevant factor in determining whether there would be oppression, it does not present a bar against the making of an order. It is perfectly legitimate for a liquidator to have in mind a specific claim against the examinee, and information may be sought and facts and documents discovered in relation to the specific claim contemplated: Liquidators of W&P Piling Pte Ltd v Chew Yin What [2004] 3 SLR(R) 164 (“Liquidators of W&P Piling”) at [29(f)]. It is also to be borne in mind that the liquidator gaining an advantage in potential litigation against the respondent is one of the “natural consequences of the making of such orders”, and therefore, it must be shown that there was “some special consequence in the [respondent’s] case that would occasion greater prejudice or oppression than what would ordinarily ensue”: Re Fullerton Capital Ltd [2025] 1 SLR 432 (“Fullerton Capital (CA)”) at [158].

  71. [45] However, this is not to say that an order under s 244 of the IRDA will always be granted against a litigation target. The general rule is that the closer a proposed respondent is to being a defined target, the more oppressive an order for examination is likely to be: Fullerton Capital (HC) at [83(b)], citing Celestial at [44(b)]. This is because of the countervailing consideration that the inquisitorial power afforded to a liquidator under s 244 of the IRDA is “an aberration in the civil litigation system, which is normally adversarial in nature”: Zhu Su v Three Arrows Capital Ltd [2025] 1 SLR 968 (“Zhu Su”) at [52]. Whereas under the adversarial system of civil litigation (or arbitration), there are general rules of procedure to secure fair play between parties, the power under s 244 of the IRDA, exercisable in an insolvency process, bypasses these safeguards. Thus, there is a risk that such examinations may be used to circumvent the rules of procedure. These applications must therefore be closely scrutinised: Zhu Su at [53].

  72. [46] I acknowledge that there is no general rule that any examination sought after the commencement of proceedings against the examinee will be oppressive: Zhu Su at [55]. Nevertheless, the closer a proposed examinee is to being a defined target of litigation by the liquidators, the more likely it is that an order for examination will be found to be oppressive. Where the liquidator has decided to sue the examinee (whether in the sense of having formed a definite intention to sue or having already commenced proceedings), an examination order is “almost invariably inappropriate”: Zhu Su at [55].

  73. [47] The Topco Examinees also argue that the application should be dismissed in its entirety as an abuse of process. It is generally accepted that the threshold for finding an abuse of process is high: Lim Oon Kuin v Rajah & Tann Singapore LLP [2024] 2 SLR 654 at [40]. Consequently, the court generally ought not to dismiss the entire application for an abuse of process where the threat of abuse is capable of being addressed by the court in other ways: Walton v ACN 004 410 833 Ltd [2022] HCA 3 at [191]. The court may do so by deleting categories of questions or documents sought which are so broad in time or description as to be oppressive: Re Bernsteen Pty Ltd (No 2) [2007] FCA 48 at [21] and [28]–[29].

  74. [48] I bear these general principles in mind as I turn to consider each of the Applicants’ Categories.

  75. Category 1: 2022 Sale

  76. [49] Under Category 1 of Schedule 5, the Applicants seek:

  77. [50] Similarly, under Request 1 of Schedule 6, the Applicants seek:

  78. [51] The Applicants further define “Affiliates” in Schedule 1 of SUM 3451 in the following manner:

  79. [52] To begin, Topco’s decision to enter into the 2022 Sale, and the decision to give BIPL the right to acquire the 2022 Sale Shares via the Option Agreement, are both several steps removed from TLPL’s property or affairs. There remains a degree of separation between the affairs and property of TLPL, and the affairs and property of TLPL’s contractual counterparties, even if TLPL may have a claim against them or become entitled to their property. Nevertheless, I accept that on the Applicants’ case, the information sought would have some impact on the affairs of and assets recoverable by TLPL, in satisfaction of the Content Element. I also accept that the Reasonable Basis Element is satisfied in light of the general predisposition in favour of Mr Ajmera, ie, that there is some reasonable basis for believing that the Relevant Persons may be able to assist with obtaining the information sought and that they are reasonably required by Mr Ajmera in discharge of his obligations to investigate the affairs of TLPL.

  80. [53] However, I have some difficulty with the Applicants’ case in relation to the Discretion Element. The information sought under this Category would clearly be internal to Topco and BIPL, in the sense that any documents and correspondence related to such decision-making would not have been shared with parties who were not employed, associated or affiliated with them. In particular, I do not think such information would have been shared with TLPL.

  81. [54] In fact, in Schedule 6, the Applicants expressly seek “minutes and all other records of meetings where the transaction was contemplated”. These are materials which would likely be confidential, beyond TLPL’s knowledge, and would substantially improve TLPL’s position in the pending O&M Proceedings and any prospective litigation against Topco, BIPL, BGPL and Beeaar. The Applicants need to demonstrate good reasons for their need for such information.

  82. [55] A further difficulty I have with the Applicants’ request is that Topco has been identified as a target of litigation and is currently a respondent in the O&M Proceedings. As the Applicants themselves conceded, the O&M Proceedings ought to have been disclosed in Mr Ajmera’s supporting affidavit and brought to the Court’s attention. While I do not say that this was a deliberate omission, the existence and contents of the O&M Proceedings were clearly relevant to the issue of whether the requests made by the Applicants were in fact oppressive. Even if, on the Applicants’ reading, the O&M Proceedings did not concern the Investors directly, their existence and content is material to my exercise of discretion and my assessment of the appropriate scope of disclosure. Having been brought to my attention by the Topco Examinees, I consider the effect of these pending proceedings in exercising my discretion under s 244 of the IRDA.

  83. [56] The Applicants sought to suggest that, unlike its commencement of the Further Arbitrations where Mr Ajmera “had sufficient information and documents to determine that TLPL had a valid cause of action against the Individual Shareholders”, they did not have sufficient information in relation to the Investors and any other persons. Mr Ajmera’s evidence is that it was unclear “whether the Investors are solely responsible for the failed Merger and Share Swap, and/or whether other parties are also responsible.” The Applicants also highlight that while the First Arbitration was previously commenced against Topco, this was done when TLPL was still under the control and management of the promoter directors. While I can accept that Mr Ajmera may not have full information concerning the potential liability of the Investors or any other persons, Topco has already been identified as a litigation target. A closer scrutiny of the Applicants’ requests is therefore required.

  84. [57] I agree with the Topco Examinees that the information sought would be relevant as a part of some larger claim in conspiracy. Given that Topco has been identified as a litigation target, such a request could be oppressive in two ways. First, it may require the examinees, who are not officers or employees of TLPL but only contractual counterparties, to give evidence on oath that might implicate themselves in such a conspiracy. This would be oppressive: Celestial at [44(d)]. Second, Topco was already subject to the First Arbitration. It is also currently a respondent in the O&M Proceedings, in which it faces allegations of being involved in a plan to injure TLPL’s interests (see [27]–[28] above), notwithstanding that the gist of TLPL’s complaint might not lie against Topco. The Applicants also already have the benefit of the materials disclosed in the First Arbitration. Any further material obtained here under this Category would plainly confer an advantage in the O&M Proceedings, to the detriment of Topco. The same reasoning applies to Beeaar, which is also named as a respondent in the O&M Proceedings. As the Court of Appeal in Zhu Su observed, to seek examination and disclosure after proceedings have been commenced personally by the liquidators against the examinee would be an “exceptional” course of action: Zhu Su at [55]. I am of the view that the current orders sought are similarly oppressive against Beeaar.

  85. [58] Finally, even if I were to consider the Applicants’ focus on the conduct of Mr Raveendran (and not Topco) and his involvement in the alleged attempt to undermine TLPL’s Interest in Aakash, I still do not see how disclosure of all of the documents and correspondence sought could be warranted. Again, while Mr Raveendran, as a former director of TLPL, would be under a duty to cooperate with Mr Ajmera to provide information, the same cannot be said of Topco, Beeaar or their respective current directors. The Applicants have commenced proceedings for disclosure against TLPL’s directors. While I can accept that these may not have borne fruit, or may eventually prove fruitless, this nevertheless remains a possible avenue for obtaining more information which the Applicants have not exhausted. If the Applicants’ suspicions focus on Mr Raveendran’s involvement and his actions, then he would be the best source of any information being sought. The Applicants have also not suggested to me that discovery in the normal course of civil proceedings would not be available in the O&M Proceedings. To be clear, the availability of alternative modes of discovery is not a limit to the court’s powers under s 244 of the IRDA (Celestial at [48(d)]), but it is nevertheless a factor to be taken into consideration when exercising the court’s discretion.

  86. [59] However, since the Applicants have now limited their request to exclude internal information, documents and correspondence, I do not think it would be unreasonable or oppressive to require Topco and the other Relevant Persons to provide information and produce documents and correspondence in so far as the information, documents and correspondence were not internal. “Internal” here is used in the sense that only the entity’s own employees, officers and legal advisers, and those of its affiliates, were privy. Therefore, the disclosure would exclude the minutes and records of meetings internal to Topco, and any reporting and compliance information exchanged within Topco and with its Affiliates (in the manner defined in Schedule 1 to SUM 3451). By parity of reasoning, the same limitation will extend to BIPL, BGPL and Beeaar and to any correspondence and information exchanged between these entities, given that they are all under the common control of Mr Raveendran and information and documents may have been exchanged between entities within the same group as a part of the common group litigation strategy.

  87. [60] There is, however, one general caveat to my order. The proposed examinees also include the current, former and alternate directors of the corporate entities. While I have the power to make orders against the directors, the Applicants could not point me to a case where an examination and disclosure order was made against a third-party entity and its directors.

  88. [61] An example of where an examination and disclosure order was contemplated against the directors of a third-party entity other than the debtor company can be found in Re King & Wood Mallesons [2025] 3 SLR 1754 (“King & Wood Mallesons”). In King & Wood Mallesons, Aidan Xu J allowed the recognised reorganisation administrator of a group of Chinese-incorporated companies (including one “XHSS”) to examine the directors and officers of two Singapore-incorporated companies referred to as “AMI SG” and “GNI SG”, pursuant to Article 21(1)(d) of the Model Law read with s 244 of the IRDA: King & Wood Mallesons at [39]–[41]. However, AMI SG was, prior to an allegedly improper transfer, wholly owned by XHSS which was subject to the reorganisation proceedings. GNI SG was the recipient of the entirety of XHSS’s shareholding in AMI SG (King & Wood Mallesons at [10]), which was subsequently transferred back to XHSS. There were also receivables due to another company subject to reorganisation which was purportedly assigned to AMI SG without consideration (King & Wood Mallesons at [12]). I accept that this case stood for the proposition that I could make an order against the directors and officers of a third-party entity. However, the examinees contemplated were both affiliated with the group entities subject to reorganisation. In particular, GNI SG’s sole shareholder was also a 60% shareholder of one of the entities subject to reorganisation (King & Wood Mallesons at [10]). In this sense, neither AMI SG nor GNI SG was a true third party to the debtor group entities.

  89. [62] In my view, it would require a special case for orders to be made against both a third-party entity and its directors. After all, the relevant information, documents and correspondence would be in the possession of the corporate entities, and it is not suggested that an order against Topco, BIPL, BGPL or Beeaar would yield incomplete disclosure. The Applicants do not allege that any of the other Topco Examinees, or the current and former directors of BIPL and BGPL, were involved in the dealings with TLPL or Aakash in their personal capacities. Further, while the language of s 244 of the IRDA speaks of a “person” being summoned to appear or to submit an affidavit, it is clear that such “person” includes a corporate entity. Any information or examination is to be provided by the appropriate individual to be nominated by that corporate entity who would have the information or documents sought: Re Highgrade Traders Ltd [1984] BCLC 151 at 176. It would be the nominated officers of Topco, BIPL, BGPL and Beeaar who would have to produce the answers and documents on affidavit when the order is made. If the corporate examinee fails to comply with the ordered disclosure, the consequences of non-compliance can be addressed in accordance with the applicable law. This includes initiating contempt proceedings, subject to the necessary requirements being fulfilled: s 6(2) of the Administration of Justice (Protection) Act 2016 (2020 Rev Ed).

  90. [63] The Applicants say that it would be more expeditious to proceed against directors together with the companies. In particular, while they accept that they may not get any response from Beeaar as it requires Mr Raveendran to cooperate, BIPL, BGPL and Beeaar’s former directors are capable of providing information. If one of the directors provides information, then the estate is better off for having that information. While this may be true, the benefit derived by the estate must nevertheless be weighed against the impact and prejudice the examinees would suffer. I would note that Mr Teh Sheng Jie (“Mr Teh”), the only remaining former director of BIPL and BGPL against whom the orders are sought, served as a director for only three months between 1 April 2024 and 30 June 2024. His term as director was also after the Option Agreement (which is the subject of scrutiny by Mr Ajmera) had been entered into and exercised. Thus, even if examination and production is ordered against Mr Teh personally, I am doubtful that it would be of much additional assistance given the short period during which he was in office. Conversely, Mr Teh, as a former director of BIPL and BGPL, would be put to the risk, time and expense of answering questions and producing documents.

  91. [64] Finally, it is also yet unknown whether BIPL and BGPL, through their current director(s), may prove to be of no assistance, or if an order against their directors would provide any additional benefit as compared to simply making orders against BIPL and BGPL. Although I acknowledge that unlike Topco, BIPL, BGPL and Beeaar are not complete strangers to TLPL given their common shareholder(s), my observations at [62] above would still ring true: an order against the corporate entities themselves would suffice. On balance, I find that an order against Mr Teh personally would be unnecessary and rather oppressive.

  92. [65] Thus, I do not think it would be necessary or reasonable for the orders to extend to the current, former and alternate directors of Topco, or the current and former directors of BIPL and BGPL. The only exceptions are the Beeaar A&M Directors, who have been appointed in their professional capacities and have indicated that they take no position and will comply with any orders made. The concern about prejudice caused by any orders made is thus considerably reduced. As counsel for the Beeaar A&M Directors has informed the court that Mr Srikanthan Natarajan has resigned, I limit the orders made to be against Mr Joshua James Taylor (“Mr Taylor”) only.

  93. Category 2: Transfer of the 2022 Sale Shares

  94. [66] Under Category 2 of Schedule 5, the Applicants seek:

  95. [67] Under Request 2 of Schedule 6, the Applicants seek:

  96. [68] The Applicants confined their requests under Category 2 to be against the Byju Examinees, Beeaar and the Beeaar A&M Directors, and not against the Topco Examinees. However, in this regard, the Applicants maintain their request for internal documents, as they say that the mischief being addressed is the “spiriting away of shares from one Byju entity to another Byju entity”.

  97. [69] I accept that given the interconnectedness and common control of BIPL, BGPL and Beeaar, the Reasonable Basis Element is satisfied against all three entities. I am further inclined to take an expansive view and consider that the transfer of the 2022 Sale Shares, which TLPL may have otherwise been able to obtain, was something which related to TLPL’s property and affairs and therefore the Content Element is also satisfied.

  98. [70] The only exception I would make is the attempt at tracing the sale proceeds from the putative sale of the 2022 Sale Shares. I agree with the Topco Examinees’ submissions that it is unclear why the source of funds used to purchase the 2022 Sale Shares and the use and transfer of the proceeds of sale are matters connected to TLPL’s property, affairs, rights, obligations or liabilities. This information may make it easier for the Applicants to pursue recovery, but it is altogether different from saying that the sale proceeds received or receivable by BIPL (or BGPL, which the Applicants suspect as being also involved) relate to TLPL’s dealings, affairs or property. Section 244(1)(d) of the IRDA requires that the examinee must be someone “whom the Court thinks capable of giving information concerning the promotion [...] dealings, affairs or property of the company”. Therefore, if information concerning the property of the company is sought, the applicant must demonstrate that the company has some entitlement, whether legal or equitable, to what it says is the company’s property and about which the examinee would have information: Re Omni Trustees Ltd v HBOS plc [2015] EWHC 2122 (Ch) at [8].

  99. [71] In exercising my discretion, I would not make the orders in the form sought in relation to Category 2. Requiring BIPL, BGPL and Beeaar to disclose their internal reasons and deliberations concerning the transfer would be oppressive in the circumstances. Beeaar is already alleged to have been involved in certain prejudicial acts or attempts at diluting TLPL’s Interest in Aakash in the O&M Proceedings. Their answers would, again, serve to bolster TLPL’s case, either in the O&M Proceedings or a separate claim in conspiracy. It must be borne in mind that although BIPL, BGPL and Beeaar may all be related through their common connection with Mr Raveendran, they nevertheless remain separate legal entities from Mr Raveendran. To expand the scope of examination and production to include these internal documents may amount to using the examination procedure as a means of proving BIPL, BGPL and Beeaar’s complicity in Mr Raveendran’s alleged misdeeds: Liquidators of W&P Piling at [29(e)]. Such internal information and documents, if sought in the ordinary course of litigation or arbitration, would have been subject to procedural rules and safeguards. These include considerations as to their confidentiality and potentially being subject to privilege. To do so here when there is already pending litigation against Beeaar (and litigation clearly being contemplated against BIPL and BGPL) would be oppressive.

  100. [72] Nevertheless, I do not think that the Applicants’ suspicions involving Mr Raveendran are fanciful or a “wild goose chase”: Liquidators of W&P Piling at [37]. Mr Dreisenstock had given evidence that despite repeated requests for clarification as to why Mr Raveendran’s nominees (ie, BIPL and Beeaar) were used for the acquisition of shares that were originally supposed to go to TLPL under the Merger and Investor Fallback Agreements, there was limited information beyond “categoric assurances that TLPL’s Interest in Aakash would be eventually restored as originally intended”. I am of the view that the right balance to be struck is to grant the orders sought under Category 2 save for documents which were purely internal to BIPL, BGPL and Beeaar as Affiliates of one another. As such, documents and correspondence exchanged between BIPL, BGPL and Beeaar, on the one hand, and other entities, including the Investors, on the other, would not be excluded from disclosure. This would provide Mr Ajmera some material to investigate his suspicions against Mr Raveendran, while ensuring that the scope is not overly oppressive or such as to possibly require the examinees to implicate themselves by virtue of their internal documents. My order would also exclude the questions and documents related to the tracing of the sale proceeds for the reasons I gave at [70] above.

  101. Category 3: Performance of the Merger Agreement and Investors Fallback Agreement

  102. [73] Under Category 3 of Schedule 5, the Applicants seek:

  103. [74] Under Request 3 of Schedule 6, the Applicants seek:

  104. [75] While the Applicants submitted that this Category mainly relates to the Topco Examinees, they clarified that, similar to Category 1, internal documents are not sought under this Category. The Applicants have sought to explain that while Mr Ajmera is in possession of the relevant contractual documents, he does not have the full picture of how these contractual arrangements were arrived at and how the promoter directors brought TLPL to this position. The Topco Examinees contended that the disclosure sought is unnecessary as Mr Ajmera is already able to ascertain all the facts necessary for him to cause TLPL to commence proceedings. Further, even if they are necessary, the Topco Examinees were not parties to the application to the NCLT for approval of the Scheme, and it was TLPL and Aakash’s obligation to seek such approval. Therefore, the Topco Examinees would not be of assistance in providing the information which the Applicants seek.

  105. [76] I agree with the Topco Examinees that there is limited basis in the documents exhibited for drawing the inference that the Topco Examinees had independent access to the information and documents related to the application for approval before the NCLT. The Merger Failure Notice was issued by TLPL itself. Although clause 5.1.5 of the Merger Agreement obliges TLPL and Aakash to provide Topco with, among other things, “copies of any filings made with, correspondence received from, and discussions had with, and the outcome of any meetings with, any Governmental Authority”, including the NCLT, this would have been information provided to Topco by TLPL; this would not establish that Topco was privy to any information from Aakash or the NCLT which TLPL would not otherwise have been privy to. Nevertheless, given the Applicants’ professed difficulties in accessing documents which would have been within the possession or power of TLPL prior to CIRP, I am minded to permit a measure of the disclosure sought.

  106. [77] Bearing in mind that Topco is an identified litigation target, the right balance to be struck in such a situation would be to narrow the scope to the extent permitted by the “constricted view” of the power granted to the liquidator under s 244 of the IRDA, such that Topco need only disclose and produce information and documents which the company once had or had been entitled in law to possess: Celestial at [42], citing Cloverbay Ltd v Bank of Credit and Commerce International SA [1991] Ch 90. This is to ensure that s 244 of the IRDA is not utilised to short-circuit the procedural rules governing civil litigation or arbitration or to engage in a fishing exercise when the examinee has clearly been identified as a litigation target, or a fortiori, where the examinee is already the subject of pending proceedings commenced by the liquidators.

  107. [78] I therefore order examination and disclosure of information, documents and correspondence which would have been accessible to TLPL prior to the commencement of its CIRP. To the extent that there was any correspondence between TLPL on the one hand, and Topco, BIPL, BGPL or Beeaar on the other hand, which related to the proceedings before the NCLT for the approval of the Scheme, the correspondence should be disclosed.

  108. [79] Finally, the Applicants would already have access to some documents as part of the papers provided prior to the deemed withdrawal of the First Arbitration, and Topco, being one of the respondents of the First Arbitration, would also be aware of what documents were so disclosed. It would therefore be unnecessary to order that these documents be disclosed by Topco again, and I exclude these from the scope of my order generally.

  109. Category 4: Share Swap

  110. [80] Under Category 4 of Schedule 5, the Applicants seek:

  111. [81] Under Request 4 of Schedule 6, the Applicants seek:

  112. [82] The Topco Examinees’ main complaint in respect of this Category is that the response to the Failure Notice and the information relating to the Share Swap is already known to the Applicants based on their pleadings in the O&M Proceedings, as well as the existing disclosure in the First Arbitration and publicly available information (see [20]–[31] above).

  113. [83] I would observe that the Applicants’ request under Category 4 of Schedule 5 is not limited by a time period, unlike their request under Request 4 of Schedule 6. Given that the Applicants have already identified the period for which they are seeking documents and correspondence, ie, the time between the Failure Notice and the commencement of the First Arbitration, this same period should apply to their examination questions.

  114. [84] I also accept that the decision not to effect the Share Swap directly concerned Topco given its obligations under the Investors Fallback Agreement, and therefore it would be equipped to give information on its reaction to the Failure Notice, the steps taken and its refusal to effect the Share Swap. However, having identified Topco as a target of litigation, it would veer into oppression to require Topco to answer such generally worded queries, which would cover information and documents internal to Topco.

  115. [85] Therefore, applying the same reasoning at [77] above, while I allow Category 4, the scope of disclosure from Topco would be limited to information and documents which TLPL already possessed or was legally entitled to possess. These would include correspondence exchanged between TLPL and Topco (and its then directors) but would exclude correspondence between Topco’s own directors and employees, and correspondence with the other parties or Topco’s affiliates which TLPL would not have been privy to. I similarly exclude documents already provided pursuant to the First Arbitration.

  116. [86] As to the other proposed examinees, I am not satisfied that the Applicants have established the Reasonable Basis Element. On the Applicants’ own case, the primary target of Category 4 is Topco, and Mr Ajmera’s evidence on affidavit does not suggest that any party other than TLPL, Aakash and the Investors (including Topco) was or is involved in the Share Swap here. Even on the Applicants’ wider case against Mr Raveendran, it does not mean that BIPL, BGPL and Beeaar, as corporate entities, would have necessarily possessed the information and documents sought here. Therefore, I do not allow this category to the extent that the Applicants seek it against the other examinees.

  117. Category 5: 2024 Allotment

  118. [87] Under Category 5 of Schedule 5, the Applicants seek:

  119. [88] Under Request 5 of Schedule 6, the Applicants seek:

  120. [89] Again, the Applicants clarified that Category 5 is not being sought against the Topco Examinees, but only against Beeaar and the Beeaar A&M Directors.

  121. [90] Mr Ajmera understandably has many questions concerning the Debenture Trust Deed, with the most obvious being how the debentures issued under that deed, which is expressed to be non-convertible, became converted into shares which eventually ended up being held by Manipal. Beeaar is a party to the Debenture Trust Deed as the pledgor. Its status as the pledgor also suggests that, at the time of this Debenture Trust Deed on 25 April 2023, it must have had some information on the 2022 Sale Shares and could have been aware of the circumstances surrounding the performance of the deed and the subsequent conversion into shares of Aakash. I thus accept that the Content and Reasonable Basis Elements are satisfied. However, given that Beeaar is already a respondent in the O&M Proceedings, the information to be provided and documents to be produced are to be similarly limited to that which TLPL once had or had been entitled in law to possess prior to entering into the CIRP.

  122. Category 6: Sale of Remaining Shares by the Investors

  123. [91] Under Category 6 of Schedule 5, the Applicants seek:

  124. [92] Under Request 6 of Schedule 6, the Applicants seek:

  125. [93] This Category primarily relates to Topco, as one of the Investors, and the Applicants limited their application to exclude internal documents. I make a similar order as I did in relation to Category 4, ie, to allow this Category but to limit disclosure to information and documents which TLPL once had or had been entitled in law to possess. I also similarly exclude the questions on the tracing of the sale proceeds for reasons to those I expressed in relation to Category 2 at [70] above.

  126. [94] However, given the Applicants’ justified concern with Mr Raveendran’s conduct, I do not see any real prejudice if BIPL, BGPL and Beeaar are also made subject to this order in so far as they are not required to disclose information and documents which were internal to them. Thus, any information, documents or correspondence exchanged between BIPL, BGPL or Beeaar on the one hand, and TLPL on the other hand, which falls within this Category should also be disclosed and produced.

  127. Category 7: Valuations of Aakash

  128. [95] Under Category 7 of Schedule 5, the Applicants seek:

  129. [96] Under Request 7 of Schedule 6, the Applicants seek:

  130. [97] The Applicants explained that their need for the valuation is predicated on the assumption that “there must have been valuations of Aakash done before [the Merger] is entered into” or before the share transfers are entered into. I accept that on the face of the contractual documents, there were several references to valuation. For example, under the Investors SPA, clause 5.4 required TLPL to provide reasonable cooperation to the Investors to facilitate a fair valuation of the 2022 Sale Shares. Notwithstanding that there may have been such valuations, I have two difficulties with the Applicants’ submissions.

  131. [98] First, the Applicants say that if any valuation done by the Investors had valued the Aakash shares at a much higher price than what they were transacted for, either in the initial 2022 Sale or the Sale of the Remaining Shares, then there is reason for investigation. However, even if the Investors (including Topco) did undertake a valuation exercise for the Aakash shares, this was unlikely to have been shared with TLPL. This is again internal information which ought to be excluded from the scope of disclosure given that Topco is an identified litigation target. Further, if the question to be answered is whether these transactions were undertaken at an undervalue, or to value TLPL’s Interest in Aakash as an estimate of TLPL’s loss, it is open for Mr Ajmera to obtain his own valuation of the Aakash shares as at the time of the respective transactions.

  132. [99] Counsel for the Applicants contended during the hearing that there was insufficient information to ascertain the full consideration paid to the Investors for the 2022 Sale. The Applicants point to the Qatar Holding decision to say that US$150 million was provided as part-finance, and therefore the price of the 2022 Sale Shares paid by BIPL to the Investors must have been more than that. Further, if the Investors’ valuation differs from the actual price paid, then the promoter directors must be called upon to explain the difference.

  133. [100] To me, this did not bring the Applicants’ case any further. Any valuation done for the Aakash shares would not resolve Mr Ajmera’s difficulty with ascertaining BIPL’s source of funding and the consideration paid to acquire the 2022 Sale Shares. The question of the promoter directors’ motivations, if they were involved in arranging for the Option Agreement, and whether the Option Agreement was at an undervalue, can be dealt with by comparing the consideration paid with the fair market value of the 2022 Sale Shares to be independently established without necessarily relying on parties’ valuations. Mr Ajmera would also have the benefit of all the other information, documents and correspondence which I have ordered to be disclosed above in order to undertake his investigations. My second difficulty, therefore, is that I do not think Mr Ajmera’s interest in obtaining such internal valuations would outweigh the prejudice occasioned upon the examinees in producing their internal valuations prepared in contemplation of their own interests when entering into the respective transactions.

  134. [101] However, if there were valuations shared between the Investors and the Byju Examinees, these valuations would have been deployed in the transaction(s). Pursuant to the contractual framework, these valuations would also have had some direct bearing on the consideration to be provided for the Aakash shares transacted. On balance, I do not think they are so sensitive as to prejudice the examinees by reason of Mr Ajmera being able to access them to understand the transaction.

  135. [102] Consequently, I allow Category 7 subject to the limitation that any valuations which were internal to the examinees, ie, only exchanged within Topco, BIPL, BGPL and Beeaar, and their respective Affiliates, need not be disclosed. However, valuations which were exchanged between unaffiliated entities, even if TLPL may not have been at the time privy to them, ought to be disclosed.

  136. Oral Examination

  137. [103] The final issue to be considered, in light of my orders for disclosure and production above, is whether the Relevant Persons should be required to appear before the Court to be examined orally on oath. The starting position is that an order for oral examination is much more likely to be oppressive than an order for the production of documents, as it provides the opportunity for pre-trial depositions which the liquidators would never otherwise be entitled to, as the examinee has to answer on oath and his answers can be used in a claim against him or in later cross-examination: Celestial at [44(c)]. This concern does not arise to the same degree where information is provided by way of affidavit evidence which does not subject the examinee to the dynamics of an inquisitorial process. There are also instances where responses to queries given on oath or by way of an affidavit may be amply sufficient in place of an oral examination: Liquidators of W&P Piling at [2]–[3] and [29(b)].

  138. [104] Given my observations above and the limits prescribed around disclosure, I am of the view that answers provided on affidavit, coupled with the relevant documents, would be sufficient to facilitate Mr Ajmera’s discharge of his duties at this stage. As such, oral examination of the Relevant Persons would not be necessary and may cross into oppression. Nevertheless, as the Applicants have also sought liberty to apply for further orders, including orders to give evidence, I would grant this liberty and consider any application for oral examination in light of the answers and disclosure to be provided by the examinees should those materials prove deficient.

  139. Sealing Application

  140. [105] Finally, the Applicants in SUM 3451 sought a sealing order for Mr Ajmera’s second affidavit dated 24 November 2025 and for an appropriately redacted version to be filed. The Applicants also sought an order for any further documents filed in OA 852 to be sealed from inspection without leave of court. The Topco Examinees agreed that the documents should be sealed. As I indicated during the hearing, it would be appropriate to grant the sealing and redaction orders sought to preserve the confidentiality of the arbitral proceedings which remain intact, premised upon the statutory entitlement to confidentiality found at ss 56 and 57 of the Arbitration Act 2001 (2020 Rev Ed) or ss 22 and 23 of the International Arbitration Act 1994 (2020 Rev Ed): Karan Chandur Tilani v Maarten Hein Bernard Koedijk [2024] 2 SLR 361 at [14]–[15].

  141. [106] However, the Applicants’ prayer for all further documents filed in OA 852 to be sealed from inspection is too broad, and I would only extend the order in so far as any further document refers to the arbitrations commenced or any arbitration to be commenced. This is in consideration of the strong interest of open justice, against which any entitlement to sealing and redaction must be balanced: Re Tay Quan Li Leon [2022] 5 SLR 896 at [24].

  142. Conclusion

  143. [107] For clarity, I summarise my orders made here:

  144. (a) No order is made on Prayers 1(a) and 1(b) of SUM 3451 as the application has been discontinued against Mr Dreisenstock;

  145. (b) In relation to Prayers 1(c) and 1(d), order in terms is granted subject to the following modifications:

  146. (i) No order is made against the Relevant Persons set out at S/N 2–10, 14–15 and 20 of Schedule 2;

  147. (ii) In relation to Category 1 of Schedule 5 and Request 1 of Schedule 6, to exclude from the answers and production to be provided any information, documents or correspondence internal to Topco, BIPL, BGPL or Beeaar. The term “internal”, both in this paragraph and in the paragraphs following, refers to information, documents or correspondence which were sent to and/or shared with the entity, its Affiliates (as defined in Schedule 1) and their respective employees, officers, and/or legal advisers;

  148. (iii) In relation to Category 2 of Schedule 5 and Request 2 of Schedule 6, no order is made against Topco, and the answers and production to be provided are to exclude:

  149. (A) In relation to disclosure to be provided by BIPL, BGPL and Beeaar (including Mr Taylor), any information, documents or correspondence internal to Topco, BIPL, BGPL or Beeaar; and

  150. (B) Answers and documents or correspondence in response to the questions set out at Categories 2(b)(i) and 2(b)(ii) of Schedule 5, as well as Requests 2(c) and 2(f) of Schedule 6;

  151. (iv) In relation to Category 3 of Schedule 5 and Request 3 of Schedule 6, to exclude from the answers and production to be provided any information, documents and correspondence which TLPL did not once possess or would not have been entitled in law to possess before the commencement of the CIRP, and any such material falling outside the period from 3 April 2021 to 1 June 2024;

  152. (v) In relation to Category 4 of Schedule 5 and Request 4 of Schedule 6, no order is made against BIPL, BGPL and Beeaar (including Mr Taylor) and to exclude from the answers and production to be provided any information, documents and correspondence which TLPL did not once possess or would not have been entitled in law to possess before the commencement of the CIRP;

  153. (vi) In relation to Category 5 of Schedule 5 and Request 5 of Schedule 6, no order is made against Topco, BIPL or BGPL and to exclude from the answers and production to be provided any information, documents and correspondence which TLPL did not once possess or would not have been entitled in law to possess before the commencement of the CIRP;

  154. (vii) In relation to Category 6 of Schedule 5 and Request 6 of Schedule 6, and the answers and production to be provided are to exclude:

  155. (A) In relation to disclosure to be provided by Topco, any information, documents and correspondence which TLPL did not once possess or would not have been entitled in law to possess before the commencement of the CIRP;

  156. (B) In relation to disclosure to be provided by BIPL, BGPL and Beeaar (including Mr Taylor), any information, documents or correspondence internal to BIPL, BGPL or Beeaar; and

  157. (C) Answers and documents or correspondence in response to the questions set out at Categories 6(d)(i) and 6(d)(ii) of Schedule 5, as well as Requests 6(b)(i) and 6(b)(ii) (but not Request 6 itself) of Schedule 6;

  158. (viii) In relation to Category 7 of Schedule 5 and Request 7 of Schedule 6, to exclude from the answers and production to be provided any information, documents or correspondence internal to Topco, BIPL, BGPL or Beeaar;

  159. (ix) In relation to Topco generally, to exclude any information, documents and correspondence which were made available to the Applicants by way of the First Arbitration; and

  160. (x) Generally, to exclude any information, documents or correspondence to which litigation privilege or legal professional privilege applies;

  161. (c) No order as to Prayer 1(e);

  162. (d) Order in terms of Prayers 2 and 3 with the consequential modifications to exclude references to Mr Dreisenstock and the Relevant Persons set out at S/N 2–10, 14–15 and 20 of Schedule 2;

  163. (e) Order in terms of Prayers 4 and 6; and

The judgment continues past this page. Read the rest at eLitigation.