Mining major Vedanta Ltd’s legal challenge to Adani Enterprises Ltd’s winning bid for Jaiprakash Associates Ltd fizzled on Monday, clearing the path for the Adani Group to take over prime assets owned by the bankrupt builder. Once completed, Jaiprakash’s assets including nearly 4,000 acres, hotels, commercial properties, cement capacity and a Formula 1 racing track will come under the Adani fold.
The National Company Law Appellate Tribunal (NCLAT) backed JAL’s committee of creditors (CoC) which had awarded the assets to Adani in November, endorsing their “commercial wisdom” to choose a plan based on factors such as upfront cash, payment timelines and feasibility. It also upheld the earlier approval granted by the Allahabad bench of the National Company Law Tribunal (NCLT) in March. The tribunal also stated that courts cannot interfere with the commercial decisions of the creditors, unless there is a clear legal or procedural violation.
Vedanta had challenged the CoC’s approval to Adani’s resolution plan, which was subsequently approved by the NCLT.
Value judgement
Vedanta contended that lenders preferred Adani’s ₹14,543 crore plan (about ₹15,343 crore including capex), over its own higher bid of around ₹17,926 crore. It said its offer was about ₹17,000 crore ( ₹12,505 crore on a net present value basis) and provided better value. However, lenders chose Adani’s plan due to higher upfront cash and faster payments, leading Vedanta to allege unfairness and claim that the process was tailored in favour of Adani.
However, the appellate tribunal backed the lenders’ decision to select Adani’s plan despite Vedanta’s higher NPV. According to the CoC, Adani’s proposal scored better overall under the evaluation matrix due to stronger upfront payments and faster execution.
“We fail to appreciate on what basis the appellant is alleging lack of transparency in the process,” the tribunal said, dismissing Vedanta’s appeal.
Vedanta also argued that in its addendum dated 8 November 2025, it increased upfront cash to about ₹6,563 crore and proposed ₹800 crore in equity infusion, which would have improved recovery for lenders, but it was rejected.
Addendum refers to an additional note or amendment added to resolution plans, agreements, or filings to include updated terms, clarifications, or new information during the process.
However, the NCLAT held that the addendum was a material modification submitted after the process had closed and was rightly rejected by lenders. Accepting such late-stage changes, the tribunal said, would undermine the integrity and finality of the insolvency process.
The NCLAT further observed that all bidders, including Vedanta, were given equal opportunity to participate and improve their bids during the challenge process.
It clarified that value maximization under the IBC is not limited to the highest bid or NPV alone, and lenders are entitled to assess plans holistically.
Importantly, the tribunal reiterated that courts cannot interfere with the commercial decisions of the CoC, unless there is a clear legal or procedural violation, which it did not find in this case.
Commercial wisdom
“Any plan given by the Resolution Applicant cannot be held binding on the CoC, and the CoC has its own commercial wisdom to consider all resolution plans and take a decision,” the judgment noted.
Vedanta declined to comment when asked if it would appeal against the order, while the Adani Group had not responded at the time of publishing.
The decision marks a setback for Vedanta, and clears the way for Adani Enterprises to take control of JAL’s assets, including nearly 4,000 acres of land across Noida, Greater Noida, and the Yamuna Expressway, along with hotels, commercial properties, cement capacity, and a Formula 1 racing track near the upcoming Noida International Airport.
Legal experts said Vedanta’s primary remedy now lies before the Supreme Court of India, though the scope for intervention remains limited given the consistent judicial deference to lenders’ commercial wisdom.
“Vedanta’s principal remedy lies in moving the Supreme Court under Article 136. However, given the consistent judicial deference to the CoC’s commercial wisdom, along with the detailed evaluation process and strong creditor approval in this case, the scope for interference is narrow,” said Dhruv Uthappa, partner at Contrarian Legal Solutions.
Neeraj Sastry, principal counsel at TLaw Chambers, said the tribunal took a restrained view on how scores were assigned to bidders. “While the NCLAT accepted the process as fair since the evaluation matrix was disclosed, it did not examine how scores were actually allocated among bidders. So, the transparency is largely on paper, without deeper scrutiny of the evaluation itself,” he said.
Going broke
Jaiprakash Associates Ltd (JAL) was admitted into insolvency on 3 June 2024, when the NCLT initiated the corporate insolvency resolution process (CIRP) following a plea by ICICI Bank. Total admitted liabilities stand at about ₹60,637 crore.
Adani’s plan had secured 93.8% approval from lenders, led by National Asset Reconstruction Company Ltd. Against admitted claims of about ₹60,637 crore, the recovery for creditors is estimated at around 24%, with CoC and NCLT approval granted on 17 March.
Subsequently, Vedanta moved the NCLAT to stop the implementation of the plan. However, on 24 March, the NCLAT refused to halt the plan, prompting Vedanta to approach the Supreme Court.
On 6 April, the top court also refused to stay the implementation, instead directing the CoC to seek prior NCLAT approval before taking any major steps and asked the appellate tribunal to hear the matter expeditiously, which resulted in the NCLAT passing its final verdict on Monday.
