The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed Vedanta’s appeal challenging the selection of Adani Enterprises’ resolution plan for Jaiprakash Associates Ltd (JAL), upholding the lenders’ decision in the insolvency process.
In its order, the appellate tribunal held that Vedanta’s addendum submitted after its final resolution plan was not a mere clarification but a modification of the bid. As a result, the Committee of Creditors (CoC) was justified in declining to consider it during its 24th meeting.
“The email dated 8 November 2025 forwarding the addendum was not merely a clarification to the resolution plan dated 14 October 2025, which had already been submitted. It had the effect of modifying the resolution plan itself. We have further held that the decision taken in the 24th CoC meeting on 14 November 2025 not to take the addendum into consideration is neither invalid nor untenable,” the two-member bench comprising Chairperson Ashok Bhushan and Member Technical Barun Mitra said.
Commercial Wisdom
The NCLAT further ruled that the CoC’s decision to approve Adani’s plan over Vedanta’s higher offer could not be termed arbitrary or perverse, emphasising that resolution plans are evaluated on multiple parameters and not solely on headline value. It also found no material irregularity in the conduct of the insolvency process by the resolution professional and said there were no grounds to interfere with the earlier NCLT order approving Adani’s plan.
“No grounds have been made out by the appellant to interfere with the impugned order dated 11 November 2025. For the foregoing reasons, we do not find any merit in the appeal. The appeal is accordingly dismissed. There shall be no order as to costs,” the bench said.
Valuation Gap
The dispute arises from the insolvency resolution of JAL, where Adani Enterprises’ Rs 14,535 crore bid secured the backing of 89% of creditors. Vedanta had challenged this outcome, arguing that its own bid of around Rs 17,926 crore offered higher recovery, including roughly Rs 3,400 crore more in gross value and about Rs 500 crore higher net present value.
Vedanta had also questioned the evaluation framework adopted by lenders, contending that the process lacked transparency and disproportionately favoured upfront cash over overall recovery. It argued that the CoC failed in its fiduciary role by selecting a lower-value plan despite its superior financial offer, and raised concerns over the design of the challenge mechanism used during bidding.
On the other hand, the CoC maintained that plans were assessed on feasibility, execution capability and certainty of delivery, in addition to value.
In the appellate proceedings, the CoC was represented by Solicitor General Tushar Mehta and senior advocate Niranjan Reddy. Adani Enterprises was represented by senior advocate Ritin Rai along with other counsel, while Vedanta was represented by senior advocate Abhijeet Sinha. Senior advocates Abhishek Manu Singhvi and Arun Kathpalia appeared on behalf of the resolution professional.
Last month, Jaypee Group founder Jaiprakash Gaur backed lenders’ decision to select Adani as JAL’s bidder, calling the process fair and expressing confidence the group would carry forward the company’s legacy.