XML 25 R15.htm IDEA: XBRL DOCUMENT v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
On February 22, 2021, Christine Marie Teifke, a purported purchaser of Ebix securities, filed a putative class action in the United States District Court for the Southern District of New York, captioned Teifke v. Ebix, Inc., et. al., Case No. 1:21-cv-01589-JMF, on behalf of herself and others who purchased or acquired Ebix securities between November 9, 2020 and February 19, 2021. The complaint asserts claims against the Company, Robin Raina, and Steven M. Hamil (“Defendants”), for purported violations of Section 10(b) of the Securities Exchange Act of 1934, alleging that Ebix made false and misleading statements and failed to disclose material adverse facts about an audit of the company's gift card business in India and its internal controls over the gift and prepaid card revenue transaction cycle. The complaint alleges that Ebix's stock price fell as a result of the revelation that Ebix's independent auditor, RSM US LLP (“RSM”), had resigned, citing concerns with the company's internal controls and disagreements over other accounting issues. The complaint also asserts a claim against Robin Raina and Steven M. Hamil for purported violations of Section 20(a) of the Exchange Act arising out of the same facts. The complaint seeks, among other relief, damages and attorneys' fees and costs. On May 11, 2021, the court issued an order appointing Rahul Saraf, another purported purchaser of Ebix, Inc. securities, as lead plaintiff in the action, and the caption in the action was changed to Saraf v. Ebix, Inc., et. al., Case No. 1:21-cv-01589-JMF (the "Class Action"). On July 17, 2023, the Court dismissed the Class Action in its entirety with prejudice for failure to state a claim. On August 16, 2023, Rahul Saraf filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit. The appeal is captioned Saraf v. Ebix, Inc., et al., Case No. 23-1182. On October 26, 2023, Rahul Saraf filed his Brief of Plaintiff-Appellant.

On May 14, 2021, Javier Calvo, a purported shareholder of the Company, filed a derivative action in the United States District Court for the Southern District of New York on behalf of Ebix captioned Calvo v. Raina, et. al., Case No. 21-cv-4380-JMF (the "Calvo Action"), against individual defendants Robin Raina, Steven M Hamil, Hans U. Benz, Rolf Herter, Neil D. Eckert, Pavan Bhalla, Hans Ueli Keller, and George W. Hebard, and nominal defendant Ebix asserting claims for breach of fiduciary duty against all the individuals defendants and claims under Section 10(b) and 21D of the Exchange Act against Robin Raina and Steven M. Hamil related to the RSM resignation. On July 13, 2021, Peter Votto, another purported Ebix shareholder, filed an additional derivative action in the United States District Court for the Southern District of New York on behalf of Ebix, captioned Votto v. Raina, et. al., Case No. 21-cv-5982-JMF (the "Votto Action"), asserting claims against the same defendants as the Calvo Action. The Votto Action complaint asserts claims relating to the RSM resignation against all of the individual defendants for breach of fiduciary duties, unjust enrichment, waste of corporate assets, and rescission under Section 29(b) of the Securities Exchange Act of 1934, and claims for contribution under Sections 10(b) and 21D of the Securities Exchange Act of 1934 against Robin Raina and Steven M Hamil. The Consolidated Derivative Action is currently stayed by agreement of the parties and order of the Court.

On November 5, 2021, Daniel Lilienfeld, a purported shareholder of the Company, filed a derivative action in the United States District Court for the Northern District of Georgia on behalf of Ebix captioned Lilienfeld v. Raina, et. al., Case No. 1:21-cv-04590-ELR (the "Lilienfeld Action"), asserting claims against the same defendants as the Consolidated Derivative Action. The complaint similarly asserted a claim of breach of fiduciary duty related to the RSM resignation against all of the individual defendants. On July 26, 2023, Mr. Lilienfeld dismissed the Lilienfeld Action without prejudice.

On December 29, 2021, Sunil Shah, a purported shareholder of the Company, filed a derivative action in the Superior Court of Fulton County of the State of Georgia on behalf of Ebix captioned Shah v. Raina, et. al., Civil Action File No. 2022-cv-358481 (the "Shah Action") against the same defendants as the Consolidated Derivative Action and Lilienfeld Actions. The complaint similarly asserted a claim of breach of fiduciary duty related to the RSM resignation against all of the individual defendants. On July 26, 2023, Mr. Shah dismissed the Shah Action without prejudice.

The Company along with Ebix Singapore Pte. Ltd. ("Ebix Singapore", and together with the Company, the “Ebix Group”) had purchased 80% Equity Shares of Ebix Payment Services Private Limited[BA1] (“ItzCash”) with effect from April 1, 2017. During the Financial Year 2020, the erstwhile shareholders of ItzCash raised a dispute with the Ebix Group alleging breaches of the share purchase agreement and shareholders’ agreement entered into between the parties and demanding for termination of the shareholders’ agreement, payment of earn out consideration and buyout of minority shareholding. The matter is under arbitration in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”). The arbitration proceedings have concluded, and the arbitral tribunal has passed a partial order dated June 1, 2023 (“Partial Award”) which inter alia states the following (i) the termination of the shareholders agreement executed amongst the Company, Ebix Singapore, Ebix World Money, Vyoman, Ashok Kumar Goel and Ebix Payment Services dated May 12, 2017 (“SHA”) by Vyoman and Mr. Goel was justified (ii) our Company and Ebix World Money (and failing performance, Ebix Singapore) are jointly and severally obliged to purchase the existing shareholding of Vyoman and Mr. Goel under the SHA at a price determined by an independent valuer, once such determination has been made in accordance with the relevant provisions of the SHA and (iii) Claimants were not entitled to specific performance to receive payment of the first and second earn-out thresholds under the aforementioned agreements; and (iv) our Company, Ebix Singapore, Ebix World Money and Ebix
Payment Services were found in breach of certain clauses of the aforementioned agreements. Due to absence of explanation of how Claimants incurred or may have incurred losses pursuant to such breaches of the above mentioned agreements the Partial Award directed payment of nominal damages by the Respondents in an joint and several manner to the Claimants as follows: (i) SGD 200 each to Vyoman and Ashok Kumar Goel in respect to the breaches of the SHA and (ii) SGD 100 to each of the 17 other claimants in respect to breaches of the Promoter SPA, Employee SPA and Investor. The Partial Award provides that division of arbitration costs will be handled in the final award.

Subsequently, the Arbitral tribunal passed a final award and mandated our subsidiaries EbixCash Limited and EbixCash World Money Limited to buy the balance 20% at fair value and further asked the Ebix Group to pay INR 70.55 million ($855K) and SGD 187,681.06 for legal cases.

Ebix Asia Pacific LLC has confirmed to the Company that it shall buy the balance stake and shall have no additional rights to the shareholders accordingly, no provision has been recorded in the financial statement for the purchased balance 20% stake in ItzCash.

Educomp Solutions Limited (“Educomp”) filed a petition bearing no. CP (IB) No.101 (PB) 2017 under Section 10 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) seeking to initiate voluntary corporate insolvency resolution process (“CIRP”) on May 5, 2017. The petition was admitted by the National Company Law Tribunal, New Delhi (“NCLT”) via its order dated May 30, 2017, and the CIRP for Educomp was initiated. The appointed Resolution Professional (“RP”) requested prospective bidders, investors, and lenders to submit their expression of interest and a resolution plan. Ebix Singapore Pte Ltd., (“Ebix Singapore”) submitted its Resolution Plan dated January 27, 2018 (which was subsequently modified on February 19, 2018 and February 21, 2018) (“Resolution Plan”). The Resolution Plan was approved by the Committee of Creditors by 74.16% votes on February 21, 2018. The Chhattisgarh State Electricity Board Gratuity and Pension Trust and Chhattisgarh State Electricity Board Provident Trust (together referred to as “CSEB”) via its email dated February 23, 2018, supported the Resolution Plan. On February 23, 2018, 75.36% of the members of creditors approved the Resolution Plan. Since CSEB supported the Resolution Plan after the vote, the RP filed an application before the NCLT on whether CSEB’s vote should be considered. NCLT held that, vide order dated February 28, 2019, that it would hear this application along with the Plan Approval Application (as defined below), which was subsequently filed. The RP filed an application bearing CA no. 195(PB) 2018 dated March 7, 2018 under section 30(6) of the IBC before the NCLT seeking approval of the Resolution Plan submitted (“Plan Approval Application”) and necessary direction on whether CSEB’s vote should be considered valid.

In the interim, several members of the Committee of Creditors raised grave and serious concerns in relation to the mismanagement and fraud in relation to the affairs of Educomp. Furthermore, the Central Bureau of Investigation and Serious Fraud Investigation Office also initiated investigations against Educomp. Subsequently, as result of the above-mentioned circumstances, inter alia, Ebix Singapore sought to withdraw the Resolution Plan via their applications dated July 5, 2019, July 11, 2019 and September 10, 2019. The first two applications were dismissed on July 10, 2019 and September 5, 2019, respectively, while the third application was allowed on January 2, 2020. The RP then filed a withdrawal appeal before the National Company Law Appellate Tribunal (“NCLAT”). One July 29, 2020, the NCLAT overturned the NCLT’s order permitting the withdrawal. In response, Ebix Singapore challenged the NCLAT’s order before the Supreme Court of India “Honorable Supreme Court”) on September 12, 2020. The Honorable Supreme Court, by its order dated September 13, 2021, in Ebix Singapore Pte. Ltd. v. Committee of Creditors of Educomp Solutions Ltd., (2022) 2 SCC 401 held, inter alia, that Ebix Singapore was not permitted to withdraw the Resolution Plan. Pursuant the Hon’ble Supreme Court’s ruling, the Plan Approval Application was revived from December 3, 2021 and Ebix Singapore became party to the NCLT proceedings. Accordingly, the NCLT is presently considering the Plan Approval Application. Ebix Singapore submitted its formal objections to the Resolution Plan on May 23, 2022 on the grounds that in view of the current position of Educomp, the Resolution Plan is not viable, feasible and implementable under the provisions of the Insolvency and Bankruptcy Code of India.

On, September 5, 2023, Ebix Singapore filed IA No. 4845 of 2023 seeking, inter alia, a declaration that Educomp is no longer a going concern in view of the report(s) of the statutory auditor of Educomp and proceedings against the RP for making false statements to the NCLT on the financial status of Educomp.

On October 09, 2023, the NCLT has allowed the Plan Approval Application and dismissed IA No. 4845 of 2023 filed by Ebix Singapore. The NCLT has also directed Ebix Singapore to submit a performance bank guarantee for a sum of INR 325 million ($3.94 million). The Resolution Professional has filed Cont. Petition No. 55 of 2023 against, inter alia, Ebix Singapore for failure to submit a performance bank guarantee.

Ebix is in the process of appealing against the order dated October 9, 2023 passed by the NCLT before the Appellate Tribunal.
Ebixcash, Zillious Solutions Private Limited (“Zillious”), Harsh Azad and Rohit Gaddi entered into a share purchase agreement dated February 11, 2019 (“Zillious SPA”), a shareholders agreement dated February 11, 2019 (“Zillious SHA”), and letter agreement dated February 11, 2019 (“Letter Agreement”). Pursuant to the SPA, Ebixcash acquired Zillious, by purchasing 80% of its equity interests held by Harsh Azad and Rohit Gaddi (“Claimaints”). Pursuant to the Zillious SPA, the share purchase consideration payable to the Claimants for the transfer of their 80% equity interest in Zillious was divided into the following three tranches: (i) base purchase consideration of INR 500.00 million ($6.06 million); (ii) free cash of INR 222.88 million ($2.7 million); and (iii) a further contingent consideration of INR 50 million ($606K) (“Earn Out”), payable as part of the overall consideration, in the event Zillious achieves a revenue of INR 300.00 million ($3.64 million)during any 12-month period from January 01, 2019, to December 31, 2021 (“Earn Out Period”).

Pursuant to the SPA, the Claimants continued to hold 19.98% of the shareholding of Zillious. The balance 20% equity shares were to be purchased by Ebixcash, in the event the buy-out took place as contemplated under the Zillious SHA. The buy-out was scheduled to be completed within a period of two years commencing from January 1, 2019 to December 31, 2020. (“Buy Out Period”). The Zillious SHA provided that the Claimants would remain the shareholders and directors of Zillious until December 31, 2020 and if at the end of Buy Out Period Zillious failed to achieve Average Annualised Revenue of INR 190 million ($2.3 million) and an EBITDA of 45% during the Buy Out Period (“Buy Out Milestones”), then the Claimants would continue to remain as shareholders but not be entitled to any additional considerations or buy out of their shares.

The buyout consideration initially was the consideration equal to the aggregate of (i) INR 150.00 million ($1.82 million); (ii) INR 100.00 million ($1.21 million) contingent upon Zillious achieving the Buy Out Milestones (“Contingent Consideration”); and (iii) 20% of the profit after tax of Zillious payable to the Claimants in proportion of their respective shareholding during the Buy Out Period. The Zillious SHA also provided that in the event Ebixcash committed a breach of its obligations under the Zillious SPA or the Zillious SHA, then the obligation of Ebixcash to consummate the Buyout and pay the buyout consideration of INR 150.00 million ($1.82 million) shall be accelerated. The Zillious SHA qualified certain matters as reserved matters, related to the conduct and affairs of Zillious, which would require an affirmative vote of the Claimants to be approved (“Reserved Matters”).

Further, pursuant to the employment agreements, dated February 20, 2019, between each of the Claimants and Ebixcash (the “Employment Agreements”), the Claimants were appointed as full time directors of Zillious with remuneration of INR7.2 million ($87K) each. Subsequently, under a letter agreement between Ebixcash and the Claimants (the “Letter Agreement”), the Contingent Consideration was substituted and replaced with an additional earn out (“Additional Earn Out”) of INR 100 million ($1.21 million) in view of the purchase of the 80% shareholding of Zillious under the Zillious SPA in the manner set out in the Letter Agreement.

Pursuant to acquisition under the Zillious SPA and the subsequent Letter Agreement, Zillious performed well till the outbreak of Covid-19 which led to decrease in revenues and, consequently, Zillious did not meet the Buy Out Milestones. In July 2020 Claimants alleged breaches of the Zillious SPA by Ebixcash, relating to the performance and functioning of Zillious.

In November 2020, the Claimants instituted arbitration proceedings against Ebixcash and Zillious. The Claimants’ statement of claim, dated November 11, 2020, inter alia, raised the following alleged breaches by Ebixcash and Zillious: (i) Ebixcash’s deliberate prevention of Zillious from achieving the revenue targets, (ii) conducting meetings without issuing notices and the achieving the required quorum; (iii) passing resolutions in invalidly constituted meetings and fabricating the records of board meetings, annual general meetings and extra general meetings; (iv) amendment of the memorandum of association of Zillious by fraudulent change in Zillious’s registered office from Delhi to Uttar Pradesh; (v) decisions in relation to Reserved Matters (i.e. reduction of Claimant’s remuneration) without the proper approval of the Claimants; (vi)prevention of Claimants by Ebixcash from pursuing new business leads and opportunities; (vii) siphoning off interest free corporate loans from Zillious to Ebix Money Express Private Limited and Ebix-related entities (viii) promotion of Ebix’s business entities at the cost of Zillious’ business which negatively impacted Zillious’ business; and (ix) causing high attrition rates of employees thereby seriously impacting Zillious’s business.

The Claimants sought the following relief: (i) specific performance by Ebixcash under the Zillious SHA; (ii) payment of the buyout consideration contemplated by the Zillious SPA (INR 250.00 million (3.03 million), (₹ 125.00 million ($1.51 million) to each Claimant)); (iii) payment of earn out consideration contemplated by the Zillious SPA (₹ 50.00 million ($606K), (₹ 25.00 million ( $303K) to each Claimant)); (iv) rendition of accounts directing Ebix Cash to pay Free Cash (as defined in the Zillious SPA) to each Claimant; (v) payment of salary to the Claimants beginning April 1, 2020 at the rate of INR 0.6 million ($7.3K) per month under Employment Agreements; (vi) payment of dividend to the Claimants under Zillious SPA; and (vii) an interest of 18% on all the aforesaid payments.
The Claimants initially sought relief under Section 9 of the Arbitration and Conciliation Act, 1996, as amended (the “Arbitration Act”). Ebixcash and Zillious filed a statement of defense on December 21, 2020 which (i) denied fabrication of records of any meetings, (ii) denied any breach of terms of SPA and SHA on their part, (iii) submitted that Buy Out Period is ongoing and specific performance which cannot be prematurely claimed on it, and (iv) stated the reduction in Claimants’ remuneration was a temporary measure due to the impact of Covid-19, and Ebixcash agreed to reimburse Claimants’ salaries. Thereafter, the Claimants sought an urgent interim relief under Section 17 of the Arbitration Act to secure the amount in dispute as well as restoration of Claimants’ salaries, arguing that the Company, and Ebixcash are under financial distress. The Tribunal allowed restoration of Claimants’ salaries and payment of arrears with effect from April 1, 2020, through an order dated October 1, 2021, pursuant to which Ebixcash made payment of an aggregate amount of INR 13.49 million ($164K).

The arbitrator directed Ebixcash and Zillious to buy the 20% ownership of Zillious held by the Claimants for amount of INR 250 million ($3.03 million) along with a sum of INR 2.92 million ($35.4K) as free cash and INR 3.89 million ($47K) as cost along with interest. In the opinion of the management, based upon legal analysis of the Company, the aforesaid claims are not valid, and no material liability will devolve on the Company on account of this dispute. Management filed an appeal against this order.

On September 8, 2020, Amadeus IT Group S.A. (“Amadeus”) filed a request for arbitration before the International Chamber of Commerce, Paris (“ICC”) against Ebixcash Ltd. and Ebix Inc. (together, as discussed in this section, “Ebix”) seeking, inter alia, recovery of sums advanced under the Global Agreement, dated October 1, 2019, entered into between Amadeus and Ebix (the “Global Agreement”). Under the Global Agreement, Ebix procured a license to use the Amadeus GDS for its various group companies (referred as “Customer Offices”). Amadeus also advanced to Ebix a sum of $15 million which was to be recovered from the sales of tickets booked by the Customer Offices. Ebix was also required to meet certain sales targets every quarter under the Global Agreement.

As a consequence of the COVID-19 global pandemic, Ebix was unable to meet the required sales targets under the Global Agreement, and, as a result, Amadeus terminated the Global Agreement. Amadeus also sought recovery of the balance sums of the monies advanced by Amadeus (after deducting the incentives per ticket actually booked by Ebix). Amadeus filed its request for arbitration before the ICC, and the the arbitral tribunal selected by the ICC (the “Arbitral Tribunal”) was presented with the following two questions: (i) whether Amadeus was allowed to terminate the Global Agreement and (ii) if yes, what were the sums liable to be returned by Ebix to Amadeus.

The Arbitral Tribunal, gave its ruling (“Award”) holding that even though Ebix could not meet the sales targets due to the onset of COVID-19 and the disruption in the travel market, Ebix cannot deny Amadeus its right to the sums advanced by Amadeus. However, the Arbitral Tribunal found that Amadeus was incorrect in its calculation of the number of tickets booked by Ebix and gave Ebix the benefit of all tickets booked by all the Customer Offices (irrespective of whether the Customer Offices were in control of Ebix). Consequently, the Tribunal reduced Amadeus’ claim and directed Ebix to pay an aggregate advance collected of EUR 12,061,814. The Tribunal also directed Ebixcash Ltd. to pay to Amadeus a sum of EUR 551,598.38 in respect of certain product services used by it. This in USD terms amounts to a cumulative sum of $12.893 million payable to Amadeus against an approximate sum of $13.3 million Amadeus’ advance in EbixCash books.

Pertinently, the amounts awarded are merely to return the sums advanced by Amadeus less the tickets booked by Ebix. No damages have been awarded by the Arbitral Tribunal. Ebix had appropriately provisioned these sums as advances in its accounts and the Arbitral Tribunal’s award does not affect the existing P&L of Ebix.

Ebix firmly believes that the Tribunal failed to take into account the impact of COVID-19 on the travel industry and on account of such force majeure (which has been accepted by the Tribunal), Amadeus could not have terminated the Global Agreement. The proper course of action would have been for Amadeus to have extended the term of the Global Agreement to account for the period of COVID-19 and resume the terms once the travel industry was back on its feet. With respect to the claims for services, it was an admitted position that no invoices for these services were ever received by Ebix and Ebix vehemently contests that these services were even provided.

On October 14, 2022, Amadeus petitioned the United States District Court for the Northern District of Georgia (“USDC for the Northern District of Georgia”) to confirm the Award against Ebix under the Federal Arbitration Act. On December 14, 2022, Amadeus moved for default judgment. On December 19, 2022, Ebix moved to set aside entry of default, and for leave to file an opposition to the confirmation out of time. On January 6, 2023, Ebix filed an opposition to the motion for default judgment, arguing that it would prevail on the merits of the petition to confirm because the Arbitral tribunal exceeded its authority by awarding fees and costs to Amadeus that were not provided for in the governing arbitration provision.
At the same time, Ebix engaged with Amadeus to renegotiate the terms of the Global Agreement and payments under the Award, for the mutual benefit of both parties.] On Friday, January 27, 2023, Ebix and Amadeus reached an agreement to settle all of Amadeus’ claims related to this matter. The agreement included the return to Amadeus of its advance with interest to be made in four payments by Ebix throughout 2023. The payments to Amadeus will be guaranteed by a reputable Indian bank of mutual approval.

The Arbitral Tribunal passed a final award on February 17, 2022 (“Final Award”), wherein it observed certain violations of terms of the Global Agreement by our Company and determined the Company and Ebix’s joint and several liability to make a payment to Amadeus of (i) EUR 12.06 million with an interest of 2% per annum above the three month Euribor from the date of the Final Award; (ii) EUR 0.40 million as legal and other costs including the costs paid to ICC for costs of the arbitration proceeding; and (iii) to bear its Ebix’s own legal and other costs. Further, on June 22, 2023, the USDC for the Northern District of Georgia confirmed the Final Award. By its judgment dated July 11, 2023, the USDC for the Northern District of Georgia directed Ebix to pay Amadeus the amount of $15.07 million, plus post-judgment interest, and an additional Ebix shall also $451.00 for the filing fees incurred by Amadeus. Accordingly, Ebix has paid $9 million to Amadeus through end of October 31, 2023 per the payment plan with Amadeus for returning the advance as directed by the USDC for the Northern District of Georgia. Currently, in forbearance under the agreement with Amadeus, it is being modified as Ebix is in breach

The Company is involved in various other claims and legal actions arising in the ordinary course of business, which in the opinion of management, the ultimate likely disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.