Vedanta challenges Adani's JAL plan, flags flaws in CoC scoring process

Vedanta has challenged Adani Group's JAL resolution plan at NCLAT, alleging flawed and opaque CoC scoring that undermined value maximisation under insolvency rules

Anil Agarwal-led Vedanta Group has alleged that the Committee of Creditors (CoC) for Jaiprakash Associates Ltd (JAL) adopted a flawed and opaque evaluation process that has undermined value maximisation under the Insolvency and Bankruptcy Code (IBC). 

 

In its arguments before the National Company Law Appellate Tribunal (NCLAT), Vedanta contended that the approval of Adani Group’s resolution plan for JAL produced “perverse outcomes”, allowing lower-value bids to rank above materially higher offers, including its own. CoC is the supreme decision-making body under IBC. 

 

The metals and mining conglomerate also argued that although it had emerged as the highest bidder during the challenge process based on identified criteria, the final evaluation failed to reflect those results, indicating a departure from the framework on which bids were invited and improved.

 

 

Questioning the transparency of CoC's scoring exercise, Vedanta submitted that there was no clear linkage between disclosed evaluation parameters and the final scores assigned.

 

The process, the company alleged, reduced bid assessment to a mechanical exercise, without substantive consideration of the merits of its plan, despite it offering the highest overall value to creditors.

 

A key plank of Vedanta's challenge relates to the CoC’s treatment of process constraints. The company argued that the resolution professional and creditors incorrectly treated the bidding framework as inflexible, refusing to consider an addendum that merely clarified payment timelines and accelerated value delivery without altering the underlying offer.

 

According to the company, while the framework allowed for procedural discretion, including seeking clarifications or permitting limited revisions, it was not exercised. 

 

The mining major also took aim at what it described as an over-reliance on "commercial wisdom", arguing that such discretion must be demonstrably linked to value maximisation.

 

In the present case, Vedanta said, there was no explanation as to how the selected plan achieved that objective, particularly when a higher-value proposal was available. 

 

The company also alleged that the bid evaluation disproportionately prioritised upfront cash payments as the decisive factor, contrary to the composite financial criteria laid out in the process documents. 

 

Highlighting its participation in multiple negotiation rounds, Vedanta said it had consistently improved its financial offer in line with the structured challenge mechanism designed for price discovery. Despite this, it argued, the CoC failed to meaningfully consider its proposal or exercise its discretion to approve a plan irrespective of evaluation scores, as permitted under the process rules. The matter is scheduled to be heard again on Friday.

 

The resolution plan submitted by the Adani group received the CoC’s approval in November 2025 with 93.8 per cent voting support.

 

National Asset Reconstruction Company Ltd, the principal lender, held a dominant voting share of around 82 per cent. Other creditors included IDBI Bank, Axis Bank, Bank of New York Mellon and the State Bank of India. The plan was subsequently cleared by the National Company Law Tribunal’s Allahabad Bench on March 17, 2026.

 

Vedanta has since challenged the outcome before the NCLAT and has also moved the Supreme Court seeking a stay on the resolution plan's implementation. The matter was then sent back to NCLAT.

 

It said the the CoC cleared Adani Enterprises’ plan worth ₹14,535 crore despite JAL’s liquidation value being estimated at ₹15,799.53 crore. This, the company submitted, meant creditors would have been better off if the firm had been liquidated. In contrast, Vedanta claimed its own proposal of about ₹17,926 crore exceeded the liquidation benchmark and maximised value.

 

At the appellate tribunal, Vedanta contended that its bid was superior not only in absolute terms but also on a comparative basis, stating it offered roughly ₹3,400 crore more in gross value and ₹500 crore more in net present value (NPV) than the Adani plan. It argued that the CoC failed to record any meaningful deliberation explaining the choice of a lower-value bid.