Ashdan, Yash Shares in a duel to acquire Rolta India

Mumbai: The race to buy the bankrupt defence-focused software company Rolta India has boiled down to a match-up between Pune-based real estate developer Ashdan Properties and Mumbai-based Yash Shares.

The National Company Law Tribunal (NCLT) last week dismissed an objection raised by Ashdan to allow Yash's competing bid.


"Both bidders have now submitted revised bids to the committee of creditors (CoC), which will now most likely be put to vote after a meeting later this week," a person familiar with the process told ET.

No software company showed interest in Rolta India, which was admitted to the bankruptcy court in January last year, because its software has little or no value. The bidders are eyeing its three buildings in Mumbai's Santacruz Electronics Export Processing Zone area, a land parcel in Kolkata, and a few flats in Mumbai that are kept as collateral with banks.

Yash Shares, which was among the initial nine resolution applicants to take over Rolta India in November last year, had in an unsolicited offer to bankers proposed to better highest bidder Ashdan Properties' ₹852-crore offer, as ET reported in its April 26 edition.

Ashdan had opposed this move in a plea in the Mumbai bench of NCLT, saying that the CoC can only negotiate with itself as the highest bidder, and the offer from Yash Shares came only after negotiations were completed.

After hearing all sides, the NCLT bench of Justice VG Bisht and Prabhat Kumar said commercial wisdom of the CoC has to be given importance and the CoC is well within its rights in trying to improve the resolution plan.

The judges cited clause 10 of the request for resolution plan (RFRP), which states that the CoC is under no obligation to approve a plan even if it has scored the highest as per the evaluation criteria. "We find no merit in the applicant's insistence that their plan must be voted upon exclusively since they are the highest bidder and have undergone the negotiation process with the CoC...," the order said.

The lenders are likely to put the revised bids to vote later this week to pick the winning bidder, a second person aware of the details told ET.

"The details of the revised plans are not known but it is in the range of ₹855 crore to ₹860 crore of upfront payment," the person said.

Resolution professional Mamta Binani did not reply to an email seeking comment until press time Tuesday. Both bids under consideration would still result in a less than 10% recovery for all creditors and less than 15% recovery for secured creditors, sources cited above said.

To be sure, Ashdan can still challenge the NCLT order in the appellate tribunal.

Rolta owes banks led by Union Bank of India (UBI) ₹7,100 crore and another ₹6,699 crore to unsecured foreign bondholders led by Citigroup, adding up to a total debt of close to ₹14,000 crore. This is the second attempt to find a buyer for Rolta India after the initial process received only one bid in 2022.

This time, Ashdan Properties emerged as the frontrunner to take over the company by beating unsolicited offers from Patanjali Ayurved and Welspun Group's MGN Agro Properties.