Ruias throw the kitchen sink to regain Essar Steel  

Six years ago, Manchester City Football Club were the best side all year long in the Premier League, England’s top tier club football competition. Throughout the year they warded off the challenge from bitter rivals Manchester United. On the last day, all Manchester City needed was a win against a club sitting at the bottom of the league table and they would win the their first league title for only the third time in history. But all the work they put in during the year was was undone by the 66th minute of the game when Queens Park Rangers went into the lead. City, as they are popularly known, threw the kitchen sink and all of their star studded strike force was brought on to deliver an incredible title victory secured in the last minute of the last game of a gruelling season.

The Ruias, founders of the Essar Group, perhaps want to emulate that stunning moment in sport, in the business world. With the corporate insolvency resolution process for Essar Steel entering the final leg, the Ruias have deiced to give it their all in an attempt to regain control of the 10 million tonne per annum steel plant.

On Thursday, the shareholders of Essar Steel submitted a proposal to the Committee of Creditors (CoC) of Essar Steel for full settlement of the entire admitted claims of financial creditors, operation creditors, workmen and employees aggregating to ₹ 54,389 crore. The plan includes an upfront cash payment of ₹ 47,507 crore to all creditors including ₹ 45,559 crore to senior secured financial creditors. “By offering this settlement, the shareholders of Essar Steel are ready to pay up the entire dues that will lead to not only maximum recovery for the lenders, but also for all other classes of creditors, thus taking the company out of the corporate insolvency resolution process under Section 12A of the IBC, which was introduced in June 2018 by way of an amendment. If the CoC were to accept the resolution plan currently under consideration, it will have to settle for a sizeable haircut,” the Essar Group said in a statement.

“We believe our current proposal will provide 100% recovery to secured creditors and lenders and maximum recovery for unsecured creditors. This is well in excess of that offered in the proposal currently under consideration and is in line with value maximisation, which is the underlying principle for the IBC process,” said Prashant Ruia, director at the Essar Group.

Much like Manchester City, the Ruias have fought the odds and till October this year, they were seemingly in the lead to regain control of Essar Steel. It is a saga that merits a revisit.

Despite fighting tooth and nail to prevent Essar Steel from going into bankruptcy the Ruias didn’t succeed and in August 2017, the National Company Law Tribunal ordered insolvency proceedings to begin under the IBC.

According to the Essar Group, this was despite reaching an agreement on a restructuring plan with their lenders in December 2016. “It has ben our constant endeavour to arrive at the best resolution for all stakeholders of Essar Steel. In fact, even after the onset of the insolvency resolution process, the shareholders of Essar Steel have made offers to settle the debt of the company, but the lenders did not accept those offers,” said Prashant Ruia, in a statement.

The group also maintain that the problems at Essar Steel were due to external factors rather than through mismanagement. “Cancellation of supply of natural gas, which is the main raw material for Essar Steel, by the Government despite the Company having a firm gas allocation from the Ministry of Petroleum and Natural Gas (MoPNG). This led to idling of 65% of plant capacity and no compensation was offered for the loss,” the Group said in a statement on Thursday.

“Repeated damage by insurgents to the Vizag slurry pipeline that carries iron ore fines to the Essar Steel plant. This led to huge disruption in raw material supply and significant losses because of increase in cost of raw materials. To fund the losses on account of the above, Essar promoters infused an additional corpus of approximately ₹ 8,000 crore over and above the contributed equity of ₹ 11,000 crore. Even in the period of financial stress, Essar Steel honoured its interest obligations of ₹ 12,000 crore mainly by the aforesaid fund infusion by the promoters,” the statement added.

The Essar Group decided to bid for the crown in their industrial empire, which in October 2017 was legal since the IBC did not have any provision which would prevent former promoters to bid for the company. However, after much criticism in the media the government buckled and on November 23, 2017 it introduced the controversial Section 29A amendment which prevented wilful defaulters, defaulting promoters and their related parties from bidding for companies under the IBC.

The group backed out officially but remained in the shadows through Ravi Ruia’s son, Rewant Ruia, who held a stake in Numetal Ltd, an entity which was fighting closely with ArcelorMittal for the Essar Steel.

In March this year, both bids were found ineligible under Section 29A. Numetal sought to rectify that through Rewant Ruia selling his stake in Numetal. While this satisfied the National Company Law Appellate Tribunal, it didn’t pass the muster at the Supreme Court which on October 4, ordered Numetal to clear all the NPA dues of the Essar Group in two weeks if it was to become eligible to bid for Essar Steel.

The deadline given by the Supreme Court had passed but Numetal did not come up with the money. ArcelorMittal on the other hand submitted ₹ 7,469 crore to clear the dues of companies connected to them to become eligible. As late as last Friday, the world’s largest steelmaker was selected as the highest bidder for Essar Steel by the CoC which then entered into negotiations for the final price.

Essar Steel it seemed would no longer be part of the Essar Group. But the latest move by the Ruias has put a degree of doubt on whether ArcelorMittal will walk away with the much sought after asset.

ArcelorMittal are confident that nothing changes. Later on Thursday, reports emerged that 92.4% of Essar Steel’s CoC had voted in favour of ArcelorMittal’s ₹ 42,000 crore bid for the company. In a statement issued late on Thursday, the largest steelmaker in the world said, “Our understanding is that the IBC’s section 12A does not apply to the resolution process of Essar Steel. Section 12A clearly states that any application to withdraw must be submitted prior to issuance of the invitation for expressions of interest and must be accompanied by a bank guarantee for the specified amounts. The expressions of interest for Essar Steel were issued in October 2017.”

It is a view that the lawyers Fortune India spoke to also reiterated. However, the Ruias offer for 100% clearance of dues and their reiteration of the chronology of events at Essar Steel prior to the company entering the IBC process, has put forth a fundamental question. What is the intent of the IBC? Is it to ensure the maximum recovery of dues by the creditors or does it also aim to revive industrial assets and get them to contribute to the economy of the country? ArcelorMittal may well walk away with Essar Steel when the dust settles. But the tests that the Ruias have put the IBC through will reverberate for a long time to come.