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Bombay HC stamp on Baring Asia, Global School off-court settlement

The Bombay High Court has quashed a first information report (FIR) filed by Global Indian Schools Holdings Ltd against Baring Private Equity Asia Advisors Pvt Ltd and its employees, accusing them of conspiring against the education services provider.

The court passed the order on a joint petition filed by the two warring parties for an out-of-court settlement, wherein the school agreed to pay $34 million to Baring.

Global Indian had filed the FIR in March 2015 with the Mumbai police alleging that Baring Asia and its subsidiary Minerva Education Holdings Ltd had vetoed deals in Abu Dhabi, Kuwait and Vietnam to prevent the education services provider from executing a series of profitable acquisitions with the intent of seizing control of the company.

On 27 March, the division bench of justices AS Oka and Anuja Prabhudesai asked Global Indian School and its subsidiaries to pay $34 million to Minerva Education within 45 days effective 31 January. Quoting the settlement agreement, the court said the two petitioners should not publish or disclose the terms of the agreement to any third party.

In April 2014, Global Indian had also moved the Singapore High Court the same charges against the private equity firm.

Anand Desai, managing partner of DSK Legal, which appeared on behalf of the school chain, confirmed the development but refrained from divulge further details, citing client confidentiality.

An email query to Baring Asia did not elicit any immediate response. AZB & Partners, the law firm that represented Baring Asia, declined to comment on the issue.

Warring partners

In 2011, Baring Asia’s investment arm Minerva and Global Indian Schools, which runs schools across Asia, including India, had entered into an agreement to invest $100 million in four tranches of $25 million, each, in convertible notes issued by Global.

The PE firm had paid the first tranche, and subsequent investments were subject to Global Indian meeting the 2012 profit target of $9.8 million and giving Minerva at least 15 per cent annual return on it investment. Minerva was to cut the conversion price if the profit targets were not met, which would translate into a larger equity stake.

Things went sour between the two within one month due to a clause, under which Baring had the right to veto any acquisition of over $ 1 million planned by Global. Soon after, things went out of hand and the school moved the Singapore court to resolve the dispute.

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