Venus Capital Management Company
I. Introduction
In fivе simultaneously filed Chapter 15 cases, the Court considered whether to grant Petitions seeking recognition of foreign proceedings (the “Petitions“) initiated in Mauritius and the British Virgin Islands (“BVI“). In doing so, the Court also considered the applicability of
Three of the Chapter 15 cases involve proceedings based in Mauritius: Venus Capital Management Company, Bk. No. 25-10709; Venus India Structured Finance Master Limited, Bk. No. 25-10710; Venus Master Fund, Bk. No. 25-10711 (collectively the “Mauritius Debtors“). The other two involve proceedings based in the BVI:
On October 9, 2025, the Court held a hearing (the “Recognition Hearing“) on the Petitions, during which time the Debtors’ foreign Representatives and Debtors’ Counsel appeared.3 Having concluded that the Foreign Representatives of the Mauritius and BVI Proceedings satisfied all requirements of
The following Opinion contains the Court‘s findings of fact and conclusions of law. Given the interconnected nature of the BVI and Mauritius Proceedings, as well as the parallels in the BVI and Mauritius Foreign Representatives’ arguments, the following Opinion рrovides the reasoning behind the Orders granting all five Petitions.
II. Jurisdiction
The Court has jurisdiction pursuant to
III. Background
A. History and Corporate Structure of the Debtors
Vikas Mehrotra (“Mehrotra“) incorporated Venus Capital Management Company (“VCM“) in 2010. See Bk. No. 25-10709, Doc. #4, Declaration of Bavesh Huns Biltoo (“Biltoo Decl.“) ¶¶ 6, 10. VCM was set up to act as a Collective Investment Scheme (“CIS“). Id. ¶ 6. Mehrotra owned 100% of VCM‘s shares. Id. ¶ 10.
The BVI India Fund and BVI Macro Fund “operated as feeder funds in master-feeder-fund structures” with the Venus Master Fund (the “Mauritius Macro Fund“) and the Venus India Structured Finance Master Limited (“Mauritius India Fund“) acting as master funds. Id. The Mauritius Macro Fund served as the master fund for the BVI Macro Fund and the Mauritius India Fund served as the master fund for the BVI India Fund. Id.
In turn, the Mauritius Macro Fund and the BVI Macro Fund were formed to make profits through investments in listed securities in India. Id. ¶ 14. As an alternative to security investments, the Mauritius India Fund and the BVI India Fund provided a structure to invest in a non-banking financial company in which investors сould participate in the market for secured and unsecured lending to Indian companies. Id. ¶ 15.
Mehrotra principally operated the investment activities of both the BVI and Mauritius Debtors. Id. ¶¶ 20, 22.
B. Appointment of Liquidators and Commencement of Mauritius and BVI Proceedings
Mehrotra unexpectedly passed away in 2023. Id. ¶ 21. Mehrotra was so vital to VCM‘s operations that upon his death VCM‘s board of directors could no longer effectively manage the company or make strategic decisions on its behalf. Id. ¶ 22. After determining that the company could not function, VCM‘s directors began taking steps to put the appropriate entities into insolvency proceedings. Id. ¶ 24.
The Mauritius Liquidator and BVI Liquidators have represented to the Court that they are cooperating with each other to take control of their respective Debtors’ investments, cash, and other assets to distribute them to the appropriate creditors and investors.
The Mauritius Liquidator has, inter alia: provided notice of his appointment to the Mauritius Revenue Authority, the Director of Insolvency, the office of the registered agent, all known stakeholders (creditors and contributories), professional advisors, the fund administrator and counterparties; advertised his appointment in two daily newspapers; retained counsel in Mauritius and the United States to seek Chapter 15 recognition of the Mauritius Proceedings; and, in the case of VCM, notified creditors of and held the first meeting of creditors. Biltoo Decl. ¶ 30.
The BVI Liquidators have, inter alia: provided notice to the BVI Financial Services Commission, the Registrar of Corрorate Affairs, the office of the registered agent, all known stakeholders (creditors and contributories), professional advisors, the fund administrator and counterparties of their appointment; advertised their appointment; retained counsel in the BVI and the United States to seek Chapter 15 recognition of the BVI Proceedings; notified creditors of, and held, the first meeting of creditors; and issued a formal report to creditors. Crumpler Decl. ¶ 29.
C. Law Governing the Foreign Proceedings
i. Mauritius Law
Insolvency proceedings in Mauritius are governed by the Mauritius Insolvency Act and complemented by regulations contained in the Companies Act 2001. The Mauritius Insolvency Act was modeled on the equivalent legislation in New Zealand and “basically encompasses (i) bankruptcy for individuals, аnd (ii) voluntary or court liquidation, voluntary administration, and receivership for companies.” See Bk. No. 25-10709, Doc. #5, Declaration of Rajeshwar Bucktowonsing (“Bucktowonsing Decl.“) ¶ 10.
These proceedings are commenced by the act of appointing an administrator, here Mr. Biltoo. Id. ¶ 20. Pursuant to Section 154(1) of the Insolvency Act, any directors will remain in office but are unable to act as officers of the company without prior approval of the administrator. Id. ¶ 30(a). Unless otherwise authorized by the cоurt, legal proceedings against the company are stayed. Id. ¶ 25.
The court supervising an insolvency in Mauritius has supervisory authority over an administrator‘s conduct and will issue orders when appropriate (for instance, if the administrator manages the company‘s assets or affairs in a way that prejudices creditors, or if the administrator fails to give notice as required by the Mauritius Insolvency Act). See id. ¶ 32. Any person may appeal decisions of the liquidator to the court. Id. ¶ 33(b). If a liquidator fails to comply with their duties the court has power to relieve them of their duties. Id. ¶ 33(g).
Once assets are distributed and statutory requirements are met, the process ends, and the company is dissolved. Id. ¶ 34.
ii. BVI Law
The BVI proceedings are gоverned by the BVI Insolvency Act, Parts VI through XI, and the BVI Insolvency Rules. BVI insolvency proceedings can be commenced by either: (1) a qualifying resolution of the members of a company, or (2) an order of the BVI Court. See Bk. No. 25-10713, Doc. #5, Declaration of Daniel Mitchell (“Mitchell Decl.“) ¶¶ 21-22. Once the liquidator is appointed, they take custody and control of a company‘s assets. Id. ¶ 25. Though the directors remain in office, they are only able to act as prescribed by the BVI Insolvency Act or as authorized by the liquidator. Id.
Even though the BVI Proceedings were not commenced by an order of the Commercial Division of the High Court of Justice, British Virgin Islands (the “BVI Court“), the BVI liquidators act as officers of the BVI Court and are supervised by the BVI Court. Id. ¶¶ 19, 28. Creditors and shareholders are treated on a pari passu basis and funds are distributed according to a priority scheme. Id. ¶ 31. Liquidators must submit reports and accounts to the BVI Court regarding their conduct in the liquidation and their investigation of the company‘s financial affairs. Id. ¶ 32. The BVI Court must approve the liquidators’ renumeration. Id. ¶ 33.
D. Initiation of Chapter 15 Cases and the Recognitiоn Hearing on the Petitions
The Debtors have initiated these cases for the primary purpose of staying actions against them and taking control of certain bank accounts located at Citizens Bank in Providence, R.I. (the “Bank Accounts“).
At the Recognition Hearing, the Court obtained further information relative to the BVI and Mauritius Proceedings. The Court‘s primary focus was understanding the intricacies of Mauritius insolvency law, as recognition of foreign proceedings based in Mauritius pursuant to Chapter 15 of the Bankruptcy Code has not been previously taken up by a Bankruptcy Court. As such, the requests to recognize the Mauritius Proceedings is a matter of first impression.
Mr. Biltoo represented that the Mauritius Proceedings take place with the supervision of the Mauritius Court. If there are disputes regarding claims, all funds would be held pending the resolution of said disputes. Part of the discovery process is ranking claims, and if any of them need to be adjusted there is a fair process to do so based on the submitted proof of debts. In both Mauritius and BVI Proceedings, there is no claims bar date.
As of the time of the Recognition Hearing, Mr. Biltoo had not yet sold any assets or paid any liabilities. Mr. Biltoo has investigated assets in India and taken control of Mauritius assets. Since the BVI Debtors are shareholders of the Mauritius Debtors, Mr. Biltoo has had open communication with Mr. Crumpler and Mr. Farmer about the Mauritius process. They have represented that they intend to continue open communication to ensure the lawful distribution of all funds through the processes described above.
Notably, if there are any disputes between representatives of the BVI and Mauritius Proceedings, Mr. Crumpler indicated that the parties could turn to the Basic Guidelines for Communication and Cooperation between Courts in Cross-Border Insolvency Matters (“JIN
IV. Venue
The Debtors claim their principal assets are the Bank Accounts and an ownership interest in a retainer on deposit in an Akerman LLP trust account in Rhode Island. To demonstrate that this is sufficient for venue under Section 1410(1), the Debtors look to courts that have found that deposits in a bank account and an attorney retainer on deposit, еither together or on their own, provide sufficient basis for venue. Bk No. 25-10709 (Doc. #3), ¶ 4 (citing In re Inversora Eléctrica de Buenos Aires S.A., 560 B.R. 650, 655 (Bankr. S.D.N.Y. 2016)).
In the absence of binding authority, this Court is persuaded by several Second Circuit cases which have found that retainer accounts provide a sufficient basis to fulfill Section 1410(1)‘s requirements. See In re B.C.I. Finances Pty Ltd., 583 B.R. 288, 294 (Bankr. S.D.N.Y. 2018) (collecting cases concluding that venue for Chapter 15 cases can be found where principal assets consist of retainer accounts alone).
The fact that the retainer accounts can independently satisfy Sеction 1410(1) is key because the Debtors were unable to clearly demonstrate whether or which Debtors have an interest in the Bank Accounts. Accordingly, venue is proper under Section 1410(1).
V. Eligibility to be a Debtor
Section 109 establishes general eligibility criteria for debtors: “[n]otwithstanding any other provision of this section, only a person that resides or has a domicile, a place of business, or
There are two approaches: (1) the Second Circuit approach, finding that the plain meaning of
The Court of Appeals for the Second Circuit lays out its approach in Drawbridge Special Opportunities Fund LP v. Barnet (In re Barnet). See 737 F.3d 238 (2nd Cir. 2013). Barnet first looks to
Courts following the alternative approach find that thе Second Circuit misconstrued Chapter 15‘s requirements. See 8 COLLIER ON BANKRUPTCY ¶ 1501.03 [3]. The Court in Al Zawawi observed that, per
Al Zawawi also pointed out that
In turn, COLLIER ON BANKRUPTCY advocates for the alternative approach, explicitly stating that “[w]hile Chapter 1 of the Bankruptcy Code applies in Chapter 15 cases by
This Court is persuaded by the reasoning in Al Zawawi and COLLIER. Though it might appear that the plain language of
VI. Summary of Recognition Requirements Under § 1517
(a) Subject to
§ 1506 , after notice and a hearing, an order recognizing a foreign proceeding shall be entered if--
- such foreign proceeding for which recognition is sought is a foreign main proceeding or foreign nonmain proceeding within the meaning of
§ 1502 ;- the foreign representative applying for recognition is a person or body; and
- the petition meets the requirements of
§ 1515 .
The foreign proceeding and the foreign representative must also meet the definitional requirements set out in
a. Section 1515 Requirements
To initiate the Chapter 15 process a foreign representative files a petition for recognition.
(1) a certified copy of the decision commencing such foreign proceeding and appointing the foreign representative;
(2) a certificаte from the foreign court affirming the existence of such foreign proceeding and of the appointment of the foreign representative; or
(3) in the absence of evidence referred to in paragraphs (1) and (2), any other evidence acceptable to the court of the existence of such foreign proceeding and of the appointment of the foreign representative.
The Court finds that the certified copy of written resolutions to liquidate the Debtors and appoint Mr. Biltoo, Mr. Crumpler, and Mr. Farmer as liquidators are sufficient to satisfy
b. The Foreign Proceedings
i. As Defined Under § 101(23)
The Code defines “foreign proceeding” as “a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation.”
(i) a proceeding; (ii) that is either judicial or administrative; (iii) that is collective in nature; (iv) that is in a foreign country; (v) that is authorized or conducted under a law related to insolvency or the adjustment of debts; (vi) in which the debtor‘s assets and affairs are subject to the control or supervision of a foreign court; and (vii) which proceeding is for the purpose of reorganization or liquidation.
In re ABC Learning Centres Ltd., 728 F.3d 301, 308 (3d Cir. 2013).
1. The Mauritius Debtors
As explained above, to date, no proceeding under the Mauritius Insolvency Act has been recognized as a “foreign proceeding” under Chapter 15. In turn, the Court endeavored to determine whether the Mauritius Proceedings fit the Code‘s definition of “foreign proceeding.”
First the Mauritius Debtors must establish that the proceeding is “judicial or administrative” in character. There are many qualifying “administrative” aspects to the Mauritius Proceedings, including the requirements that the administrator provide notice of the proceeding, request proofs of debts, and the submission and categorization of such proofs of debt. See In re Betcorp Ltd., 400 B.R. 266, 280 (Bankr. D. Nev. 2009).
A proсeeding under the Mauritius Insolvency Act may commence by the act of appointing an administrator, without the need of a court order. Also, the Mauritius court does not supervise the entire liquidation process. However, complete court supervision of a proceeding is not required for it to meet
To determine whether the proceedings are “collective,” courts should look to whether they “consider[] the rights and obligations of all creditors.” In re Betcorp Ltd., 400 B.R. at 281. “A
Importantly, the Mauritius Insolvency Act requires that proofs of debt be submitted and that the assets of the liquidating entity be distributed according to a priority scheme. Bucktowonsing Decl. ¶¶ 26-27. If creditors have objections, they may appeal to the Mauritius Court. Id. ¶ 33. The Court is therefore satisfied that these proceedings are sufficiently “collective.”
The Mauritius Proceedings are in a foreign country, satisfying element (iv). See
The Court is also satisfied that the provisions of the Mauritius Insolvency Act allowing for the removal of a liquidator “on good cause shown” and the ability of creditors to object to unfair treatment are enough to meet element (vi). See id. at 284; Mauritius Insolvency Act Sections 283, 284, 226, 108(8). The Mauritius Liquidator has also demonstrated that the purpose of the proceedings is to liquidate the assets of the Mauritius Debtors, satisfying element (vii).8 See id. at 284-85.
ii. COMI Under § 1502(4) and the § 1516(c) Presumption
A “foreign main proceeding” is a foreign proceeding pending “where the debtor has the center of its main interests” (“COMI“). See
It is worth noting that the Mehrotra Children‘s Irrevocable Trust and Vikas Mehrotra Family Irrevocable Trust (collectivеly, the “Trusts“) initially filed an objection to the BVI Debtors’ Petitions. Bk. No. 25-10713, Doc. #25 (the “Objection“). In the Objection, the Trusts introduced arguments raising questions as to the COMI of the BVI proceedings. The Trusts argued that, up until Mehrotra‘s death, much of the decision making and business activities of the BVI Debtors had been done in the United States, Mehrotra‘s country of residence. These arguments, if valid, would call into question the COMI of the Debtors.
At the hearing, the Trusts confirmed that the Objection was resolved and that the Petitions were no longer contested. With the Objection resolved, the Debtors’ COMI is no longer in dispute. Thus, the Court finds that the presumption has been met for both Debtors.
Even if the Debtors’ COMI was still at issue, this Court agrees with the majority view that “court[s] should examine a debtor‘s COMI at the time [of] the Chapter 15 petition” filing. See Morning Mist Holdings Ltd. v. Krys (In re Fairfield Sentry Ltd.), 714 F.3d 127, 133 (2d Cir. 2013).
c. The Foreign Representatives
The Code defines a “foreign representative” as “a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor‘s assets or affairs or to act as a representative of such foreign proceeding.”
VII. Section 1506 Concerns
This exception has been narrowly interpreted among countries following the Model Law on Cross-Border Insolvency, which is adopted in its entirety by
VIII. Post-Recognition Relief
Once an order recognizing a foreign main proceeding enters,
Section 1520(a) also applies sections 363, 549 and 552 of the Code to any transfer of a debtor‘s interest in property within the United States; it allows a foreign representative to operate a debtor‘s business by exercising the rights and powers of a trustee under sections 363 and 552; and it applies section 552 to property of the debtor that is within the territorial jurisdiction of the United States.
Id. at 75-76. Therefore, upon the entry of the Orders Granting Recognition of Foreign Prоceedings, the automatic stay took effect.
The Court has also granted discretionary relief under
IX. Conclusion
For the aforementioned reasons, the Petitions are GRANTED.
John A. Dorsey, Jr.
Chief Bankruptcy Judge
Date: March 2, 2026