NCLAT Backs Adani's Play for Jaiprakash Assets, Slams Door on Vedanta's Higher-Bid Protest

In a decisive ruling, the National Company Law Appellate Tribunal (NCLAT) Principal Bench in New Delhi, led by Chairperson Justice Ashok Bhushan and Member (Technical) Barun Mitra, dismissed two appeals by Vedanta Ltd. on May 4, 2026. The tribunal upheld the National Company Law Tribunal (NCLT) Allahabad Bench's approval of Adani Enterprises Ltd.'s ₹14,535-crore resolution plan for the debt-saddled Jaiprakash Associates Ltd. (JAL), rejecting Vedanta's claims of a superior ₹17,926-crore offer.

JAL, burdened with over ₹57,000 crore in liabilities including real estate gems like Jaypee Greens in Greater Noida and the Formula One-hosting Jaypee International Sports City near the Jewar Airport, entered Corporate Insolvency Resolution Process (CIRP) in June 2024 after ICICI Bank's petition.

From Sub-Optimal Bids to High-Stakes Challenge

CIRP commenced on June 3, 2024, with Bhuvan Madan as Resolution Professional (RP). Expressions of Interest (EoIs) drew shortlists including Vedanta, Adani, Dalmia Cement (Bharat), Jindal Power, and PNC Infratech. Initial plans in August 2025 were deemed sub-optimal by the Committee of Creditors (CoC)—dominated by NARCL with over 85% voting share—for lacking value maximization potential.

A transparent Challenge Process followed in September 2025, locking in Vedanta's highest NPV bid at ₹12,505.85 crore after five rounds. Final plans arrived October 14, 2025. BDO India LLP's evaluation matrix—disclosed in the April 2025 Request for Resolution Plans (RFRP)—scored Adani highest at 89.76/100, Vedanta at 75.60, factoring upfront cash (Adani: ₹6,005 crore vs. Vedanta: ₹3,770 crore), NPV, equity infusion, and viability.

In the CoC's 23rd meeting on November 7, 2025, with all applicants present, plans went to e-voting. Adani clinched 93.81% approval on November 18. NCLT greenlit it on March 17, 2026.

Vedanta's Volley: 'Our Bid Wins on Value, Process Flawed'

Vedanta, the unsuccessful bidder with higher gross value (₹17,926 crore vs. Adani's ₹14,535 crore) and NPV edge (₹500 crore more), fired on multiple fronts. It argued the CoC ignored IBC's value maximization goal ( Swiss Ribbons , Essar Steel ), fixated on upfront cash over holistic NPV from the Challenge Process email. An "addendum" emailed November 8—boosting upfront to ₹6,563 crore and equity to ₹800 crore—was "clarificatory," not modificatory, and wrongly rejected despite RFRP's non-binding disclaimer.

No independent CoC deliberation occurred; it abdicated to BDO's scores. The process lacked transparency, favoring Adani arbitrarily below liquidation value (₹15,799 crore). Vedanta cited Binani Industries for CoC's duty to maximize via negotiations.

CoC, RP, Adani Fire Back: 'Process Pure, Wisdom Ours'

RP and CoC countered: Full compliance with CIRP Regulations, RFRP, and Process Note (Clauses 13.9, 13.19 barring post-Challenge tweaks). Addendum violated rules, submitted post-23rd meeting after Vedanta learned its upfront lagged—suspected info leak. Challenge email never declared Vedanta H1; evaluation was holistic per matrix (Annexure-1), not NPV-alone (Process Note 13.7).

CoC weighed feasibility, timelines (Adani: 2 years vs. Vedanta: 5), and scores after BDO revisions. Unsuccessful applicants lack veto rights ( K. Sashidhar ). Adani stressed ICAI-model matrix's multi-parameter fairness; no scoring challenge raised.

Tribunal's Razor-Sharp Scrutiny: Commercial Wisdom Shields CoC

NCLAT framed seven questions, dissecting with surgical precision. Addendum? A blatant modification hiking upfront/equity, breaching Process Note—echoing SC's Ajay Gupta on non-innocuous changes. CoC's 24th meeting rejection? Valid commercial call, minuted transparently; no duty to rerun risking delays ( Elegant Co-op. caution on judicial overreach).

Highest NPV no mandate (RFRP 11.4M, Process 13.7); matrix mandatory (Reg. 39(3)). CoC deliberated BDO report, revised qualitatives—far from abdication. No RP irregularity. Leaning on Torrent Power (2026), NCLAT reaffirmed: Judicial review bars merits interference if Section 30(2) met, process fair ( K. Sashidhar , Essar Steel ).

Precedents like Binani distinguished: No discrimination; Ultratech's revision was timely, unlike Vedanta's.

"The decision of the CoC not approving the Resolution Plan of the Appellant with highest Plan value of Rs.3400 crores and higher NPV value of Rs.500 crores as compared to Resolution Plan of Respondent No.3, cannot be said to be arbitrary and perverse."

Punchy Pearls from the Bench

  • On Addendum : "Addendum submitted by the Appellant by email dated 08.11.2025 was modification of its submitted resolution plan and could not be held to be only clarificatory."
  • CoC Autonomy : "CoC is under no obligation to approve Resolution Plan having highest NPV as per the Identified Criteria."
  • Review Limits : "Commercial wisdom of the CoC enjoys primacy and cannot be supplanted by judicial review."
  • Process Integrity : "There has been no material irregularity committed by the RP in conducting the Resolution Process."

Final Whistle: Appeals Out, Adani In—for Good?

"Both the Appeals are dismissed." NCLAT found NCLT's twin orders (rejecting Vedanta's IA, approving Adani's) unassailable. Implications? Reinforces CoC's throne in IBC ecosystem—creditors, not courts, call value shots via matrices. Unsuccessful bidders can't rewind via addendums or NPV trump cards. For JAL's trophy assets (cement plants, hotels, subsidiaries like Jaiprakash Power), Adani's takeover proceeds, potentially turbocharging revival amid stalled Supreme Court stays.

This verdict fortifies time-bound CIRP, curbing "strategic litigation" by losers, as media noted post-NCLT. Future auctions: Expect matrix-multifactor bids over headline numbers.