NCLAT Upholds Adani's Resolution Plan for Jaiprakash Associates Amid Vedanta Challenge

National Company Law Appellate Tribunal Rejects Vedanta's Challenge to Adani's Resolution Plan for Jaiprakash Associates Ltd

The National Company Law Appellate Tribunal (NCLAT) has rejected Vedanta's challenge to the lenders' approval of Adani Enterprises' ₹15,000-crore resolution plan for Jaiprakash Associates Ltd (JAL). The decision, which was reserved on April 22, marks another setback for Vedanta, which had already seen its plan approved by the National Company Law Tribunal (NCLT).

The dispute centered around Vedanta's challenge to the decision of the Committee of Creditors (CoC), which had approved Adani Group's plan while rejecting Vedanta's competing offer. Vedanta had argued that its bid, pegged at ₹17,000 crore, was superior and offered better value, but was set aside in favor of Adani's proposal due to factors such as upfront cash and faster payment timelines.

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The company also questioned the limits of lenders' "commercial wisdom" under the Insolvency and Bankruptcy Code (IBC), which gives creditors wide discretion in selecting resolution plans with limited judicial interference. Vedanta contended that the CoC failed to maximize value through a fair and transparent process, citing its offer of about ₹12,505.85 crore on a net present value (NPV) basis, which it claimed was the highest bid.

Despite this, lenders approved what Vedanta claims was a lower-value plan, both in headline terms and NPV. The company also alleged procedural lapses, stating it was not given adequate reasons for the rejection of its bid or an opportunity to clarify its proposal. Vedanta further pointed to an improved offer submitted on November 8, 2025, in which it increased upfront cash to about ₹6,563 crore and equity infusion to ₹800 crore, arguing that this would have led to better recovery for lenders.

On the other hand, the CoC and the resolution professional defended the process, maintaining that the decision was based on commercial considerations, including certainty of payments and execution timelines. Solicitor General Tushar Mehta, appearing for the CoC, alleged that there was a leak of information to Vedanta during the bidding process, which compromised the integrity of the process.

The resolution professional, represented by Senior Counsel Abhishek Manu Singhvi, also rejected Vedanta's claims, stating that there was no basis to suggest that Vedanta had ever been declared the highest bidder and then unfairly displaced. Vedanta's counsel, Abhijeet Sinha, denied the allegations, calling them "baseless" and asserting that the company had placed all relevant documents before the court.

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The outcome of the case is significant not just for the parties involved, but also for the broader insolvency framework. It will test how far courts can examine the decision-making process of lenders, particularly in situations where a higher bid is rejected in favor of one offering quicker or more certain payments.

Jaiprakash Associates Ltd owns nearly 4,000 acres of land across Noida, Greater Noida, and the Yamuna Expressway, along with hotels, commercial assets, cement capacity, and a Formula 1 racing track near the upcoming Noida International Airport. Adani Enterprises' plan was approved by the Allahabad bench of the NCLT on March 17. Vedanta subsequently moved both the NCLAT and the Supreme Court seeking a stay on the implementation of the plan. While the Supreme Court declined to stay the process, it allowed the appellate tribunal to continue hearing the matter.