NCLAT Dismisses Vedanta's Challenge to Adani's Bid for Jaiprakash Associates
NCLAT Dismisses Vedanta Challenge to Adani's JAL Bid

The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed a challenge by mining billionaire Anil Agarwal's Vedanta Ltd to the winning bid by Gautam Adani's group for bankrupt real estate firm Jaiprakash Associates Ltd (JAL), whose assets include India's only Formula One circuit.

The appellate tribunal did not find merit in the issues raised by Vedanta and rejected its two petitions. A Bench comprising Chairperson Justice (retired) Ashok Bhushan and Technical Member Barun Mitra held that the Committee of Creditors (CoC) was correct in preferring Adani Group's Rs 14,535 crore bid over Vedanta's resolution plan for JAL. That decision had been approved by the National Company Law Tribunal (NCLT), against which Vedanta had appealed.

"No grounds have been made out by the appellant (Vedanta) to interfere with the decision of the adjudicating Authority (NCLT)," the NCLAT order stated. "There is no merit in the appeal. Both appeals are dismissed. There shall be no orders to pass." The appellate tribunal said the CoC's decision was based on "overall consideration of the respective resolution plan and was taken in its commercial wisdom."

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JAL was admitted for insolvency proceedings in June 2024 after it failed to pay bank dues exceeding Rs 57,000 crore. The resolution process drew 28 expressions of interest, with six final bidders including Vedanta, Adani Enterprises, and others. Adani and Vedanta emerged as frontrunners, with Adani's proposal scoring higher on upfront recovery and overall value. The CoC approved Adani's plan in November 2025 with a 93.81 per cent vote.

Vedanta later submitted a revised offer valued at Rs 16,070 crore, but creditors declined to consider it, citing rules barring post-deadline changes. Vedanta argued the process lacked transparency and that its revised bid offered superior value. Creditors countered that the revised proposal was submitted only after Vedanta became aware it was trailing the winning bid.

The appellate tribunal had earlier declined to stay implementation of Adani's plan, a decision subsequently upheld by the Supreme Court, which directed an expedited hearing while requiring key implementation decisions to receive tribunal approval. Monday's ruling clears the way for Adani's takeover of JAL unless Vedanta challenges it in the Supreme Court.

In its order, NCLAT also said there has been "no material irregularity committed by Resolution Professional while conducting the plan resolution process." The tribunal dismissed Vedanta's plea questioning the evaluation metrics, noting that its bid was Rs 3,400 crore higher in gross value terms and roughly Rs 500 crore more in net present value compared to the Adani Group's bid. Rejecting this, NCLAT said the "decision of CoC not approving the resolution plan of the appellant with a higher plan value of Rs 3,400 crores and NPV of Rs 500 crore as compared to plan of respondent No 3 (Adani) cannot be said to be arbitrary or perverse."

On March 17, the NCLT, Allahabad bench, approved Adani Enterprises Ltd's Rs 14,535-crore bid to acquire JAL through the insolvency process. This was challenged by Vedanta before the NCLAT. On April 23, the insolvency appellate tribunal concluded its hearing after hearing Vedanta and respondents, including the Resolution Professional, CoC, and Adani Enterprises. Vedanta had questioned the evaluation metrics adopted by lenders of JAL, which selected the lower bid of Rs 3,400 crore from Adani Enterprises for the debt-ridden company.

Earlier, on March 24, NCLAT declined any interim stay over Vedanta's plea against the NCLT order approving Adani's bid. However, it had also said the plan would be subject to the outcome of the appeals filed by Vedanta. This interim order was challenged before the Supreme Court, which also declined to grant a stay. However, the apex court directed that if the monitoring committee planned to take any major policy decision, it should first obtain the Tribunal's sanction.

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Adani Enterprises had outbid Vedanta and Dalmia Bharat to win the bid for JAL. Adani received the maximum 89 per cent votes from creditors, followed by Dalmia Cement (Bharat) and Vedanta Group. The CoC defended its decision, saying the process complied with all Insolvency and Bankruptcy Code (IBC) rules. They maintained that no bidder has a guaranteed right to win, even if it offers the highest value. Plans were evaluated on multiple factors, including upfront cash, feasibility, and execution, not just headline value.

JAL, which has high-quality assets and business interests spanning real estate, cement manufacturing, hospitality, power, and engineering & construction, was admitted to the Corporate Insolvency Resolution Process (CIRP) in June 2024 after it defaulted on loan payments aggregating Rs 57,185 crore. JAL has major real estate projects like Jaypee Greens in Greater Noida, a part of Jaypee Greens Wishtown in Noida (both on the outskirts of the national capital), and the Jaypee International Sports City, located near the upcoming Jewar International Airport. It also has three commercial/industrial office spaces in Delhi-NCR, while its hotel division has five properties in Delhi-NCR, Mussoorie, and Agra. JAL has four cement plants in Madhya Pradesh and Uttar Pradesh, and a few leased limestone mines in Madhya Pradesh. It also has investments in subsidiaries, including Jaiprakash Power Ventures Ltd, Yamuna Expressway Tolling Ltd, Jaypee Infrastructure Development Ltd, and several other companies.