Adani beats Patanjali as the highest bidder for debt-ridden Ruchi Soya

Patanjali writes to CoC expressing concern over conflict of interest

Adani Wilmar has been declared the ‘H1’ (highest) bidder for acquiring stressed edible oil producer Ruchi Soya, which is currently undergoing proceedings under the Insolvency and Bankruptcy Code (IBC).
 
The corporate debtor’s committee of creditors (CoC) met on Wednesday to discuss the bids, and subsequently declared Patanajli the ‘H2’ (second highest) bidder.

A source close to the case told Business Standard that under the method, counter bids can be made by both the companies, and added that “without gettting into details, I expect the bidding process to be completed in the next seven to 10 days.”
 
Adani Wilmar, a 50:50 joint venture between Gujarat-based Adani Group and Singapore’s Wilmar International, is said to have put in an offer to acquire the company for Rs 60 billion. This had come ahead of Patanjali’s bid to acquire Ruchi Soya for Rs 57 billion.

However, it is the action away from the bidding process that is grabbing eyeballs. Patanjali Ayurved on Tuesday wrote to the CoC, which is overseeing the Ruchi Soya insolvency and bankruptcy case, expressing concern over conflict of interest in the on-going bidding process.

The bankruptcy proceedings of Ruchi Soya are at a crucial stage where the bidders submitted revised offers on Tuesday.

 

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Patanjali has asked the CoC how conflict of interest was allowed to be created in the first place, as legal firm Cyril Amarchand Mangaldas (CAM) was representing both the bidder Adani Wilmar as well as the resolution professional (RP) handling the Ruchi Soya case.

“The proceedings were supposed to be transparent and fair. A conflict of interest issue is serious. And our letter expresses surprise and concern,” said S K Tijarawala, spokesperson for Patanjali Ayurved.

Speaking to Business Standard, Patanjali Ayurved’s spokesperson confirmed the development, saying it would await CoC's response to its letter.On Monday, CAM resigned from its advisory role to Adani Wilmar, stating that it will continue to advise Ruchi Soya’s RP, Shailendra Ajmera.

In the initial round of bidding, Patanjali had emerged the H1 bidder with an offer of Rs 43 billion, which was significantly higher than Adani’s initial bid of Rs 33 billion.

Business Standard sought comments from Cyril Shroff, managing partner of CAM, but did not receive any reply at the time of going to print.

The CoC is conducting bids for acquiring Ruchi Soya through the Swiss challenge method to maximise the asset value. Under this method, if Patanjali is to match or better the offer of Rs 60 billion put forth, Adani will still get another chance to revise its bid.

Ruchi Soya was admitted to the corporate insolvency resolution process (CIRP) in December 2017 and owes lenders Rs 120 billion. The company owns brands including Nutrela, Mahakosh, Sunrich, Ruchi Star and Ruchi Gold.

Given the nature of the allegation, experts said that Patanjali could raise the issue of conflict of interest at the National Company Law Tribunal (NCLT), if not the National Company Law Appellate Tribunal (NCLAT) in the near future.

 

 
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