NCLAT dismisses Vedanta plea against Adani’s Jaiprakash Associates bid, upholds NCLT order

The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed two petitions filed by Vedanta Ltd, which had challenged the selection of Adani Enterprises’ resolution plan for debt-laden Jaiprakash Associates Ltd (JAL).

A two-member bench comprising Chairperson Ashok Bhushan and Member Technical Barun Mitra held that no grounds had been made out to interfere with the order of the National Company Law Tribunal (NCLT), which had approved the resolution process.

“There is no merit in the appeal. Both appeals are dismissed,” the tribunal said, adding that there were “no orders to pass”.


The tribunal also upheld the decision of the Committee of Creditors (CoC), stating that it was taken in the exercise of “commercial wisdom” after an overall evaluation of resolution plans.

It further observed that there was no material irregularity by the Resolution Professional in conducting the insolvency resolution process.

Rejecting Vedanta’s argument that its bid was financially superior, the tribunal noted that the CoC’s decision to approve Adani Enterprises’ plan could not be termed arbitrary or perverse, even though Vedanta had claimed its offer was higher by about ₹3,400 crore in gross value and around ₹500 crore in net present value terms.

On March 17, the NCLT bench in Allahabad had approved Adani Enterprises Ltd’s ₹14,535-crore resolution plan to acquire Jaiprakash Associates Ltd through the insolvency process. Vedanta subsequently challenged the decision before the appellate tribunal.

Earlier, on March 24, NCLAT had refused to grant an interim stay on the NCLT order, while noting that the resolution would remain subject to the outcome of the appeals. The Supreme Court also declined to stay the process but directed that major policy decisions by the monitoring committee would require tribunal approval.

Adani Enterprises had outbid Vedanta and Dalmia Bharat in the resolution process, securing 89% approval from creditors.

The CoC maintained that the resolution process was conducted in compliance with the Insolvency and Bankruptcy Code (IBC). It said that selection was not based solely on the highest bid, but on multiple factors including upfront payment, feasibility, and execution capability.

The committee also stressed that no bidder has an automatic right to win the process, even if it offers a higher headline value.

Jaiprakash Associates Ltd was admitted into the Corporate Insolvency Resolution Process (CIRP) in June 2024 after defaulting on loans worth ₹57,185 crore.

The company has diversified assets spanning real estate, cement, hospitality, power, and infrastructure, including projects such as Jaypee Greens in Greater Noida, Wishtown in Noida, and the Jaypee International Sports City near the upcoming Jewar airport. It also operates cement plants in Madhya Pradesh and Uttar Pradesh and holds investments in several subsidiaries including Jaypee Power Ventures and Yamuna Expressway Tolling Ltd.