NEW DELHI/MUMBAI: The Supreme Court on Monday refused to stay the implementation of Adani Enterprises Ltd’s ₹14,543 crore resolution plan for bankrupt Jaiprakash Associates Ltd (JAL), rejecting a challenge by mining major Vedanta Ltd.
A bench led by Chief Justice Surya Kant and Justice Joymalya Bagchi declined to interfere with orders of the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT), which had cleared the way for the plan’s rollout.
However, the court directed the committee overseeing the resolution to seek prior NCLAT approval before taking any major steps and asked the appellate tribunal to hear the matter expeditiously. The NCLAT is scheduled to hear the case on 10 April.
According to lawyers, requiring prior NCLAT approval for major decisions could slow implementation of the plan and create ambiguity.
Suvaaankoor Das, partner at Lex Consult, said, “Mandating prior approval of NCLAT for any decision after approval of a resolution plan will hinder the effectiveness and execution of a resolution plan. It introduces an additional procedural layer that was not contemplated under the Insolvency and Bankruptcy Code (IBC), 2016. In fact, such a requirement runs contrary to the settled principle of minimal judicial interference in matters under IBC.”
Tushar Agarwal, founder and managing partner at C.L.A.P. Juris, Advocates & Solicitors, said the requirement may slow implementation to some extent but is intended to prevent irreversible steps such as asset transfers, delisting or changes to creditor payouts while the appeal is pending, thereby balancing continuity with safeguards. However, the lack of clarity on what constitutes “major decisions” creates a grey area that could lead to disputes and delays.
Vedanta, the losing bidder, has challenged lenders’ approval of Adani’s plan, alleging its higher offer was ignored and that the process lacked fairness and transparency.
The petition before the top court followed failed challenges at both the NCLT and the NCLAT. On 24 March, the appellate tribunal declined interim relief, allowing implementation of Adani’s plan to proceed, subject to the outcome of the appeal.
It also refused to halt the delisting of Jaiprakash Associates, noting submissions from the Committee of Creditors (CoC) that if the plan is eventually set aside, all actions taken under it, including delisting, would automatically stand reversed.
During the hearing on Monday, senior advocate Kapil Sibal, appearing for Vedanta, argued that its ₹17,926-crore bid was higher than Adani’s and offered better value to creditors, yet lenders chose Adani’s plan, effectively accepting about ₹3,000 crore less in value. He told the court that once the plan is implemented and over 15,000 creditors are paid, reversing the process, including the company’s delisting, would be difficult.
“I want the matter to be heard; in the meantime, nothing should be done. Once the deal is implemented, it would be impossible to unscramble. We want to buy Formula One (circuit), the Formula One also with Jaypee, along with several other assets. All 15,000 creditors will be paid and gone—how will we get it back?” Sibal remarked.
Solicitor General Tushar Mehta, appearing for the CoC, countered that nothing irreversible would happen immediately, as implementation, including delisting, is a stepwise process that would take at least 50 days. He added that the difference between the bids was only about ₹500 crore and that Adani’s plan was superior on merits, particularly in terms of faster upfront payments.
“Initially, Adani Enterprises) and the number of days in which upfront payment is made is better; the difference is 500, it’s not, my lord, the difference is double — that is the impression being created,” Mehta remarked.
“We respect the Hon’ble Supreme Court’s order directing the JAL monitoring committee to seek NCLAT’s approval before any major policy decisions and directing the NCLAT to hear Vedanta’s plea on priority,” Vedanta said in an emailed response to Mint’s query.
Queries emailed to Adani Enterprises remained unanswered till press time.
The dispute
At the heart of the dispute is how value should be assessed under the Insolvency and Bankruptcy Code. Vedanta has argued that lenders violated the principle of maximising value through a fair and transparent process.
It said it emerged as the highest bidder during the challenge process, with an offer of ₹12,505.85 crore on a net present value basis.
Despite this, lenders approved Adani’s plan, which Vedanta claims was lower by about ₹3,400 crore in total value and ₹500 crore in net present value. The company has also alleged procedural unfairness, stating that it was not given reasons for rejection or an opportunity to clarify its proposal.
Vedanta had submitted an improved offer on 8 November 2025, increasing upfront cash to about ₹6,563 crore and equity infusion to ₹800 crore, which it said would have resulted in better recovery for lenders.
Lenders, however, have defended their decision, maintaining that the process complied with all Insolvency and Bankruptcy Code (IBC) rules and that no bidder has a guaranteed right to win, even if it offers the highest value.
The CoC argued that resolution plans are evaluated on multiple factors, including upfront cash recovery, feasibility, viability and execution capability, not just headline value or net present value. They added that Adani’s plan was preferred as it offered around ₹6,000 crore upfront and a faster payment timeline of about two years, compared with Vedanta’s proposal, which spread payments over up to five years.
Lenders also rejected Vedanta’s revised offer, saying it was submitted after the bidding process had closed and that accepting it would have required reopening the process for all bidders.
The NCLT, in its 17 March order, upheld the lenders’ decision, reiterating that the commercial wisdom of the CoC is paramount and cannot be interfered with unless there is a clear legal violation.
Adani’s plan secured about 93.8% of the voting share from financial creditors, well above the required threshold. National Asset Reconstruction Co. Ltd (NARCL), the largest creditor, played a key role in backing the plan.
According to the resolution plan, Adani Enterprises’ bid stands at about ₹14,543 crore, and with ₹800 crore earmarked for capital expenditure and working capital, the total plan value comes to around ₹15,343 crore. Against admitted claims of about ₹60,637 crore, this translates into a recovery of roughly 24%.
Jaiprakash Associates is a significant asset, with a land bank of nearly 4,000 acres across Noida, Greater Noida, and the Yamuna Expressway, including marquee projects such as Jaypee Greens and the Jaypee International Sports City near the upcoming Noida International Airport. The company also has hotels, commercial assets and cement capacity of around 6.5 million tonnes, making it an attractive acquisition for infrastructure-focused groups.
In a post on X on 29 March, Vedanta chairman Anil Agarwal had said the company would approach the “right forum”, signalling a legal challenge. He added that the bidding was conducted through a public auction under the IBC, but several bidders dropped out before Vedanta placed the highest bid.
