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Judgment
Per: Justice Rakesh Kumar Jain:
This order shall dispose of two appeals bearing CA (AT) (Ins) No. 89 of 2025 titled as “Riju Ravindran Vs. Pankaj Srivastava & Ors.” (herein after referred to as ‘the first appeal’) and CA (AT) (Ins) No. 130 of 2025 titled as “Board of Control For Cricket In India Vs. Pankaj Srivastava & Ors.” (herein after referred to as ‘the second appeal’) as both the appeals have been filed against the order dated 10.02.2025 passed by the National Company Law Tribunal, Bengaluru Bench, Bengaluru (in short ‘the Tribunal’) by which an application bearing I.A No. 837 of 2024 filed by Pankaj Srivastava (RP)/Respondent No. 1 in CP (IB) No. 149/2023 titled as ‘Board of Control for Cricket in India Vs. Think & Learn Pvt. Ltd.’ on 14.11.2024 under Section 12A of the Insolvency and Bankruptcy Code, 2016 (in short ‘Code’) r/w Regulation 30A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (in short ‘Regulations’), praying for withdraw of the CIRP of Think & Learn Pvt. Ltd. (CD), admitted into CIRP on 16.07.2024 and to direct the BCCI/ Appellant in second appeal to furnish bank guarantee or pay an amount of Rs. 3,26,73,863/- towards CIRP costs under Regulation 30A(2)(a) of the Regulations, has been disposed of with a direction to submit the withdrawal application before the CoC under Section 12A of the Code and Regulation 30A(1)(b) of the Regulations.
Brief facts of this case are that the Appellant in the second appeal/BCCI filed a petition under Section 9 of the Code before the Tribunal against the CD for the resolution of an amount of Rs. 158,90,92,400/-.
While the aforesaid petition filed by the BCCI under section 9 of the Code was pending before the Tribunal, Glass Trust Company LLC, arrayed as Respondent No. 4 in both these appeals, filed a petition under Section 7 of the Code on 22.01.2024 for the resolution of its debt of USD 984,333,223.70 (approximately Rs. 8,200 Cr.) against the CD before the Tribunal which was registered as CP (IB) No. 55/BB/2024.
The Tribunal admitted the application filed under Section 9 of the Code by BCCI on 16.07.2024 registered as CP (IB) No. 149/BB/2023 and appointed BCCI’s nominee Mr. Pankaj Srivastava as the Interim Resolution Professional (IRP).
CP (IB) No. 55/BB/2024 was disposed of on 16.07.2024 by the Tribunal with the following order:-
“1.The present petition is filed on 22.01.2024 under Section 7 of the Insolvency and Bankruptcy Code, 2016 (for brevity 'IBC/ Code), r/w Rule 4 of the I & B (Application to Adjudicating Authority) Rules, 2016, by GLAS Trust Company LLC (for brevity 'Financial Creditor/Petitioner') inter alia seeking Corporate Insolvency Resolution Process against Think ＆ Learn Private Limited (hereinafter referred as Corporate Debtor/Respondent). 2. Heard the Learned Senior Counsel for the Petitioner and Learned Senior Counsel for the Respondent.
3.In view of the order passed today i.e., 16.07.2024 by this Adjudicating Authority in another Company petition bearing C.P (IB) No.149/BB/2023 which is filed by The Board and Control for Cricket in India under Section 9of the I & B Code 2016 r/w Rule 6 of the Insolvency & Bankruptcy（Application to Adjudicating Authority) Rules 2016, against the same Corporate Debtor herein i.e., Think & Learn Private Limited and since the Corporate Insolvency Resolution Process (CIRP) has been initiated in respect of the Corporate Debtor therein by appointing the IRP, the instant C.P is disposed of by granting liberty to the Petitioner herein to put-forth their claim before the IRP appointed in C.P (IB) No. 149/BB/2023 in accordance with the provisions of the IBC 2016 and the Regulation made thereunder.
4.However, at the request of the Learned Senior Counsel for the Petitioner, we hereby grant liberty to the Petitioner to seek restoration/revival of the said petition bearing C.P (IB) No.55/BB/2024 depending on the subsequent developments in the matter at the Appellate level; if any.
5.Accordingly, C.P (IB) No.55/BB/2024 is disposed of and all the pending IAs in the present case stands closed.”
Mr. Byju Raveendran, promoter and suspended director of the CD challenged the order dated 16.07.2024, passed in CP (IB) No. 149 of 2023, by way of an appeal i.e. CA (AT) (Ins) No. 262 of 2024 before this Tribunal on 17.07.2024.
The IRP appointed in CP (IB) No. 149 of 2023, issued public announcement on 17.07.2024, to invite the creditors of the CD to file their claims. It is alleged that Respondent No. 4 filed its claim to the IRP of the CD on 27.07.2024.
CA (AT) (Ins) No. 262 of 2024 was allowed by this Tribunal vide its order dated 02.08.2024 approving the settlement arrived at between the parties and as a result thereof, the CIRP of the CD was set aside.
The order dated 02.08.2024 was challenged by Respondent No. 4 in appeal bearing Civil Appeal No. 9986 of 2024 before the Hon’ble Supreme Court on 07.08.2024 in which the Hon’ble Supreme Court issued notice on 14.08.2024, stayed the operation of the order dated 02.08.2024 and further directed the BCCI to maintain the amount of Rs. 158 Cr., realized in pursuance of the settlement, in a separate escrow account and to abide by further directions of the Hon’ble Supreme Court. The order precisely passed on 14.08.2024 is also reproduced as under:-
“1 IA No 175985 of 2024 for permission to file the appeal and IA No 175989 of 2024 for permission to file the appeal without certified/plain copy of the impugned order are allowed.
2 Issue notice, returnable on 23 August 2024.
3 Pending further orders, there shall be a stay of the operation of the impugned judgment and order dated 2 August 2024 of the National Company Law Appellate Tribunal, Chennai in Company Appeal (AT) (CH) (Ins) No 262 of 2024.
4 The Board of Control for Cricket in India (BCCI) shall maintain the amount of Rs 158 crores which has been realized in pursuance of the settlement, in a separate escrow account, to abide by further directions of this Court.
5 A short list of dates together with written submissions not exceeding three pages shall be filed by the respective parties and be emailed to cmvc.dyc@gmail.com.
6 List the Civil Appeal on 23 August 2024 for final disposal.”
It is the common case of the Appellants in both these appeals that the BCCI wrote a letter to the IRP that after the receipt of the complete settlement amount of operational debt, the matter has been settled. The BCCI submitted form FA to IRP as prescribed under Regulation 30A of the Regulations, to be submitted to the Adjudicating Authority (AA) and also on the same date i.e. 16.08.2024 asked the IRP to file it when the appeal pending before the Hon’ble Supreme Court is dismissed. Both the letter dated 16.08.2024 and Form FA dated 16.08.2024 are reproduced as under:-
After the receipt of the letter and form FA, Respondent No. 1/IRP sent an email to the BCCI that form FA cannot be acted upon as the issue regarding settlement between the BCCI and the promoters is subject to final outcome of the civil appeal. The email dated 19.08.2024 is reproduced as under:-
The IRP constituted the CoC on 21.08.2024 comprising the following members, namely, Glas Trust Company LLC, Aditya Birla Finance Ltd., Incred Financial Services Ltd. and ICIC Bank Limited. However, on 31.08.2024 the Respondent No. 1 reconstituted the CoC with only one member, namely, Incred Financial Services Ltd..
The Hon’ble Supreme Court also passed an order on 26.09.2024, directing the IRP to maintain status quo and not to hold any meeting of the CoC pending the pronouncement of judgment by it.
On 23.10.2024, Civil Appeal No. 9986 of 2024 and SLP (C) No. 21023 of 2024 were allowed and the order dated 02.08.2024 passed by this Court was set aside. The conclusion drawn by the Hon’ble Supreme Court is reproduced as under:-
“86.For the above reasons, we allow the present appeal and set aside the impugned judgment of the NCLAT dated 2 August 2024 in the above terms. At this stage, it would not be appropriate for this Court to adjudicate on the objections of the appellant to the settlement agreement on merits. The issues raised are the subject matter of several litigations in different fora, including the Delaware Court and investigation by various authorities, including the Enforcement Directorate, which are pending.
87.During the course of the proceedings before this Court, the CoC has been constituted. The parties are at liberty to invoke their remedies, to seek a withdrawal or settlement of claims, in compliance with the legal framework governing the withdrawal of CIRP. Nothing in this judgment should be construed as a finding on the conduct of any of the parties or other stakeholders involved in the insolvency proceedings.
88.The amount of Rs 158 crore, along with accrued interest, if any, which has been maintained in a separate escrow account pursuant to the Order of this Court dated 14 August 2024, is to be deposited with the CoC. The CoC is directed to maintain this amount in an escrow account until further developments and to abide by the further directions of the NCLT.
89.The civil appeal and special leave petition shall stand disposed of accordingly. ”
Pursuant to the liberty granted by the Hon’ble Supreme Court in para 87 of the aforesaid judgment, the Appellant in the first appeal wrote to the Appellant in the second appeal to take steps for withdrawal of the application filed under Section 9 pursuant to which the Appellant in the second appeal, namely, BCCI instructed Respondent No. 1/RP on 11.11.2024 to place form FA before the Tribunal. The IRP filed an application bearing I.A No. 837 of 2024 on 14.11.2024 in terms of Section12A of the Code r/w Regulation 30A of the Regulations in view of the settlement between the parties. It is alleged that the Appellant in the first appeal filed an application bearing I.A No. 842 of 2024 seeking impleadment in CP (IB) No. 149 of 2023. It is also alleged that objections were filed by Aditya Birla Finance and Glass Trust Company LLC to the withdrawal of the application.
The appeal filed by Riju Ravindran (Appellant in the first appeal) bearing CA (AT) (Ins) No. 58 of 2025 before this Tribunal was disposed of on 07.02.2025 with a direction to the Tribunal to decide the withdrawal application within a week. The said order is also reproduced as under:-
On 10.02.2025, the Tribunal decided the application bearing I.A No. 837 of 2024, inter alia, holding that the application has been filed after the constitution of the CoC and therefore, it is required to be submitted to the CoC under Section 12A of the Code r/w Regulation 30A (1)(b) of the Regulations.
Aggrieved against the order dated 10.02.2025, the aforesaid two appeals have been filed in which the grievance of both the appellants is similar that since the application under Section 12A was filed before the constitution of the CoC, therefore, the provisions of Section 12A coupled with Regulation 30A(1)(a) shall apply and not Regulation 30A(1)(b).
Counsel for the Appellant has submitted that the settlement was arrived at between the parties on 31.07.2024 and was given effect to on 16.08.2024 because it has been mentioned in Form FA that the BCCI withdraws the application bearing CP (IB) No. 149 of 2023. He has further submitted that Regulation 30A(3) requires the IRP to file Form FA within three days from its receipt. Form FA was submitted on 16.08.2024 whereas the CoC was constituted on 21.08.2024. The settlement was arrived at between the parties before the CoC was constituted and Form FA was also submitted to the IRP to be filed before the AA on 16.08.2024, therefore, the right of the Appellant cannot be defeated if Form FA is filed after the constitution of the CoC. He has further submitted that the stage of the case of the Appellant has been noticed by the Hon’ble Supreme Court in para 78 of its order dated 23.10.2024, therefore, it shall have to be considered to be a case of filing the application for settlement before the constitution of CoC to which Regulation 30A(1)(a) is applicable and not Regulation 30A(1)(b) as held by the Tribunal.
He has further submitted that the Tribunal has committed an error in holding that the application could have been filed by the IRP whereas the R1 was RP by that time. In this regard, it is submitted that the Tribunal, vide its order dated 29.01.2025, set aside his confirmation and held that he was only an IRP even on 14.11.2024.
It is further submitted that in para 63(ii) of the order dated 23.10.2024, the Tribunal heard their objections in the capacity as stakeholders before passing the impugned order and could not have turned around to observe that Form FA should be placed before the CoC for its commercial wisdom.
In the end, It is argued that the Appellant has filed I.A No. 842 of 2024 for impleadment but no hearing was afforded whereas in para 63(ii) of the order dated 23.10.2024 it has been categorically held that all concerned parties must be heard while deciding the withdrawal application. It is submitted that the Appellant, having paid the entire amount of settlement , was required to be heard by the Tribunal.
On the other hand, Counsel appearing on behalf of Respondent No. 4, defending the order of the Tribunal, has argued that in para 87 of the order passed by the Hon’ble Supreme Court it has been noticed that CoC has been constituted during the pendency of the proceedings before it and the parties were given liberty to invoke their remedies to seek withdrawal on settlement of claims in compliance with the legal framework governing the withdrawal of the CIRP.
It is further submitted that the CoC was constituted on 21.08.2024 whereas the withdrawal application was filed by the IRP on 14.11.2024 after the CoC was constituted. It is argued that in such circumstances, the only course to be adopted by the Tribunal is to follow the Regulation 30A(1)(b), 30A(4) and 30A(5) of the Regulations.
Counsel for Respondent No. 4 has further argued that reliance placed by the Appellant in para 78 of the said judgment is totally misplaced because it records about the situation when the judgment of the NCLAT was delivered. It is argued that the contents of para 78 only stated as to what existed at that time, with a view to apply the rules to opine on what the outcome would have been if that set of circumstances persisted.
He has further argued that in this regard, the Hon’ble Supreme Court has taken a decision in para 87 to grant liberty to the parties to proceed with in accordance with law for the purpose of settlement of their claim but at the same time it has noted that the CoC has already been constituted
Counsel for Respondent No. 4 has also argued that the letter dated 16.08.2024 by the BCCI, who had submitted form FA on the same date to the IRP, clearly reflects the decision of the Appellant of filing the application for withdrawal because in the said letter it was categorically mentioned that the application for withdrawal may be filed only when civil appeal is dismissed by the Hon’ble Supreme court whereas the appeal was allowed on 23.10.2024 and thereafter on being asked by the RP, the Appellant has filed the application under Section 12A alongwith form FA on 14.11.2024.
He has further submitted that it does not lie in the mouth of the Appellant to blame the IRP/RP for not filing Form FA within three days as stipulated in the Regulations because the Appellant itself had wished and directed the RP to file the application for withdrawal only after dismissal of the appeal by the Hon’ble Supreme Court which was eventually allowed on 23.10.2024.
He has also submitted that in reply to the letter dated 16.08.2024, the RP sent an email dated 19.08.2024 that any steps taken at this stage of filing Form FA before the Tribunal shall be an overreach of the SC’s order dated 14.08.2024 and that decision of the IRP dated 19.08.2024, though open to challenge was never questioned by the Appellant before the Tribunal and in the meanwhile the IRP constituted the CoC on 21.08.2024.
He has further submitted that only material date for withdrawal is the date on which the application is filed by the IRP and in this regard, he has relied upon a decision of this Court in the case of K.C. Sanjeev Vs. Easwara Pillai Kesavan Nair, 2020 SCC Online NCLAT 980.
Counsel for Respondent No. 4 has further submitted that even Form FA, which was submitted, was not complete because form FA must be accompanied with a bank guarantee as specified under Regulation 30A(2)(a)&(b). The non-provision of the bank guarantee has been acknowledged by the IRP in the withdrawal application.
It is further submitted that the Appellant (Riju Ravindran) has alleged that he was not heard on the application i.e. I.A No. 842 of 2024 which was firstly filed in the main petition and not in the withdrawal application. It is also submitted that the Appellant was present throughout the hearing of the withdrawal application and failed to make any submissions in support of or objecting to the withdrawal application and therefore, this submission that he has not been given hearing is an after thought argument.
It is further submitted that even if the Appellant in the first appeal who had filed an application for impleadment was allegedly not heard, the same argument he would have raised as nothing new has been argued before this Court as well in this appeal and all the submissions made before this Court were raised before the Tribunal have been duly considered and rejected.
Similar argument have been raised by Counsel for Respondent No. 3, supporting the case of the Respondent No. 4, for the purpose of dismissal of both the appeals.
Counsel for Respondent No. 1 has also supported the case of the Respondents.
We have heard Counsel for the parties and perused the record with their able assistance.
From the narration of the facts and submissions made by Counsel for the parties, the only question which arises for consideration by this Court is as to whether the application for withdrawal of CIRP submitted with form FA should be considered to have been filed before the constitution of the CoC on 21.08.2024 or it has to be considered as filed on 14.11.2024 that is the date of filing of the application by the IRP for settlement which is after the constitution of the CoC?
On 02.08.2024, the application filed under Section 9 by the BCCI was set aside by this Court on the basis of the settlement invoking Rule 11 of the NCLAT Rules, 2016. However, in the appeal filed by R4 before the Hon’ble Supreme Court against the order dated 02.08.2024, the operation of the order dated 02.08.2024 was stayed on 14.08.2024. On 16.08.2024 the BCCI handed over Form FA to the IRP and also on the same day wrote a letter to him that the application for settlement may be placed before the Tribunal only after the appeal pending before the Supreme court is dismissed. On 19.08.2024 the IRP also wrote back to the BCCI that he will file form FA only after the decision of the Hon’ble Supreme Court on the pending appeal. On 19.08.2024 the IRP verified the claim of R4 as a financial creditor and on 21.08.2024 constituted the CoC with Respondent No. 4 as one of the members of the CoC with voting share of 99.41%.
The Hon’ble Supreme Court allowed the appeal on 23.10.2024 and categorically observed that the CoC has now been constituted and granted liberty to the parties for pursue their settlement application within the legal framework.
On 11.11.2024 the BCCI instructed Respondent No. 1 to file Form FA which was filed on 14.11.2024.
According to the Appellant, the Hon’ble Supreme Court, in para 78 of its order dated 23.10.2024, has held that the situation before the NCLAT in the present case fell within serial number (ii). In this regard, para 63(ii) as well as 78 are reproduced as under:-
63(ii). After an application under Sections 7, 9, or 10 is admitted, but before the CoC has been constituted: Although Section 12A continues to be silent on this aspect, after the decision in Swiss Ribbons (supra), Regulation 30A was amended to provide for this eventuality. An application for withdrawal in such cases may be made by the applicant through the IRP.46 The IRP will then place the application before the NCLT, which may pass an order either approving or rejecting the application. As noted above, once the application has been admitted, the proceedings are no longer the sole preserve of the applicant creditor and the corporate debtor. They are now in rem and at this stage, the NCLT must hear the concerned parties and consider all relevant factors before approving or rejecting the application for withdrawal. The NCLT being a quasi-judicial body, must not act as a mere post office, which stamps and approves every settlement agreement, without application of judicial mind.
78.In paragraph 63 of this judgement, we identified the four stages at which a procedure for the withdrawal of CIRP or settlement of claims is contemplated in the existing legal framework. The situation before the NCLAT in the present case fell within serial number (ii), that is, when the application of a creditor has been admitted and CIRP has been initiated, however, the CoC has not been formed. When settlement was sought by the first respondent before the NCLAT, the Section 9 petition had been admitted and the Section 7 petition had also been disposed of on that basis. However, admittedly, on this date, i.e. 31 July 2024, the CoC had not been constituted and the NCLAT subsequently stayed the formation of the CoC.
It has been observed in para 78 that till 31.07.2024 the CoC was not constituted whereas in para 87 it has been observed that during the pendency of the proceedings, the CoC was constituted. Para 87 is also required to be considered and is reproduced as under:-
87.During the course of the proceedings before this Court, the CoC has been constituted. The parties are at liberty to invoke their remedies, to seek a withdrawal or settlement of claims, in compliance with the legal framework governing the withdrawal of CIRP. Nothing in this judgment should be construed as a finding on the conduct of any of the parties or other stakeholders involved in the insolvency proceedings.
Form FA, admittedly having been filed on 14.11.2024, is post CoC. In this regard, it shall be worthwhile to refer to Section 12A and Regulation 30A of the Regulations which are also reproduced as under:-
“Section 12A. Withdrawal of application admitted under section 7, 9 or 10
[12A. Withdrawal of application admitted under section 7, 9 or 10.—The Adjudicating Authority may allow the withdrawal of application admitted under section 7 or section 9 or section 10, on an application made by the applicant with the approval of ninety per cent. voting share of the committee of creditors, in such manner as may be specified.]
Regulation 30A: Withdrawal of application.
[30A. (1) An application for withdrawal under section 12A may be made to the Adjudicating Authority –
(a)before the constitution of the committee, by the applicant through the interim resolution professional;
(b)after the constitution of the committee, by the applicant through the interim resolution professional or the resolution professional, as the case may be:
Provided that where the application is made under clause (b) after the issue of invitation for expression of interest under regulation 36A, the applicant shall state the reasons justifying withdrawal after issue of such invitation.
(2)The application under sub-regulation (1) shall be made in Form FA of the 3[Schedule-I] accompanied by a bank guarantee-
(a)towards estimated expenses incurred on or by the interim resolution professional for purposes of regulation 33, till the date of filing of the application under clause (a) of sub-regulation (1); or
(b)towards estimated expenses incurred for purposes of clauses (aa), (ab), (c) and (d) of regulation 31, till the date of filing of the application under clause (b) of sub-regulation (1).
(3)Where an application for withdrawal is under clause (a) of sub-regulation (1), the interim resolution professional shall submit the application to the Adjudicating Authority on behalf of the applicant, within three days of its receipt.
(4)Where an application for withdrawal is under clause (b) of sub-regulation (1), the committee shall consider the application, within seven days of its receipt.
(5)Where the application referred to in sub-regulation (4) is approved by the committee with ninety percent voting share, the resolution professional shall submit such application along with the approval of the committee, to the Adjudicating Authority on behalf of the applicant, within three days of such approval.
(6)The Adjudicating Authority may, by order, approve the application submitted under sub-regulation (3) or (5).
(7)Where the application is approved under sub-regulation (6), the applicant shall deposit an amount, towards the actual expenses incurred for the purposes referred to in clause (a) or clause (b) of sub-regulation (2) till the date of approval by the Adjudicating Authority, as determined by the interim resolution professional or resolution professional, as the case may be, within three days of such approval, in the bank account of the corporate debtor, failing which the bank guarantee received under sub-regulation (2) shall be invoked, without prejudice to any other action permissible against the applicant under the Code.]”
Section 12A deals with the withdrawal of the application, filed under Section 7, 9 or 10 of the Code with the approval of 90% voting share of the CoC.
Regulation 30A which came to be introduced in the regulations on 25.07.2019 has provided for both the scenarios i.e. filing of the application for withdrawal before the constitution of CoC and filing of the same after the constitution of the CoC. If the application under Section 12A is filed under Regulation 30A(1)(a) before the constitution of CoC then Section 12A which mandates the approval of such application for withdrawal by 90% voting share of the CoC shall not apply but if the application is filed after the constitution of the CoC then the provisions of Section 12A shall apply with full force.
We do not agree with the contention of the Appellant that this Tribunal shall have to read only para 78 of the order of the Hon’ble Supreme Court and hold that the application for withdrawal, even though filed on 14.11.2018, has to be considered to have been filed before the constitution of the CoC because in para 78, the Hon’ble Supreme Court is stating the fact which existed at that time and in para 87 of the judgment it categorically deals with the factual situation because when the order of the Hon’ble Supreme Court was passed on 23.10.2024, the CoC had already been constituted on 21.08.2024 whereas the application form FA was filed on 14.11.2024 much thereafter. We also do not agree with the Appellant on the issue that the IRP had erred in not submitting the application for withdrawal within three days as stipulated in Regulation 30A(3) because of the fact that the Appellant himself had directed / asked the RP to file form FA only after the dismissal of the appeal which was otherwise allowed on 23.10.2024. Moreover, even if the IRP had erred in not submitting the application and replied on 19.08.2024 to the Appellant, expressing his difficulty in filing form FA during the pendency of the appeal before the Hon’ble Supreme Court for whatever reasons, the Appellant had the remedy to question the decision of the RP before the Tribunal by filing a miscellaneous application which he has failed to do.
In so far as argument of the Appellant (Riju Ravindran) is concerned that he was a necessary party and was not heard contrary to the order of Hon’ble Supreme Court, where it has been held that all the concerned parties must be heard coupled with the fact that he had also filed an application i.e. I.A No. 842 of 2024, it would be suffice to note that the application I.A No. 842 of 2024 filed by him was not filed in I.A No. 837 of 2024 rather the said application was filed in the main petition.
Be that as it may, the Appellant was present throughout the hearing of the withdrawal application as stated by the Respondent. Even otherwise, the present appeal has been filed by the same applicant who has raised all the issues available to him before this Court. No other point has been raised except the main issue that the application filed for withdrawal was before the constitution of the CoC about which we have heard him thoroughly and the issue is accordingly decided.
Thus, in view of the above facts and circumstances, we do not find any merit in these two appeals, therefore, both the appeals are hereby dismissed, though without any order as to costs.
I.As, if any, pending are hereby closed.