Vedanta flags lower Adani bid for JAL, alleges opaque CoC process at NCLAT

Vedanta challenges Adani Group's JAL resolution plan in NCLAT, alleging lower bid value than liquidation and lack of transparency in creditor decision-making

Anil Agarwal-led Vedanta Ltd on Friday challenged the approval of a resolution plan for Jaiprakash Associates Limited (JAL), telling the National Company Law Appellate Tribunal (NCLAT) that the winning bid from an Adani group entity was lower than the company’s liquidation value and therefore detrimental to stakeholders’ recovery.

 

Arguing before the appellate tribunal’s Delhi Bench, Vedanta said the committee of creditors (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.

   

The matter, part of Vedanta’s challenge to the resolution process, is now scheduled for further hearing on April 13.

 

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 Limited, the principal lender, held a dominant voting share of around 82 per cent, while other creditors included IDBI Bank, Axis Bank, Bank of New York Mellon and 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.

 

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.

 

Vedanta's counsel told the tribunal that financial creditors, as members of the CoC, act in a fiduciary capacity for all stakeholders, including operational creditors, employees, homebuyers and statutory authorities. Approving a plan that prioritises upfront payment over overall recovery, the counsel said, runs contrary to the objectives of the insolvency framework. The company also questioned the integrity of the bidding process.

 

According to Vedanta, the CoC had initially introduced a challenge mechanism after finding the bids sub-optimal, but ultimately approved the same plan it had earlier considered inadequate. It further claimed that it was the sole active participant in the challenge process, which ran for five rounds, during which it enhanced its bid twice by ₹250 crore and remained willing to improve it further.

 

Vedanta alleged material irregularities and a lack of transparency in how the process was conducted. It criticised the design of the challenge mechanism, stating that while bidders were required to submit both upfront and deferred payment components, they were only informed of the highest NPV after each round. This, it argued, deprived bidders of a fair opportunity to recalibrate their offers, particularly by increasing upfront payments.

 

The company also contended that the evaluation matrix, request for resolution plan (RFRP), and process note relied upon by the CoC are merely guiding instruments and cannot override the core objective of value maximisation under insolvency law.

 

The outcome of the case is expected to test the limits of judicial scrutiny over commercial decisions taken by creditors in insolvency proceedings. The dispute reflects a battle between two major Indian conglomerates vying for control of the financially stressed Jaiprakash Associates Limited, which owns substantial real estate holdings in north India, including parcels along the Yamuna Expressway.

 

Vedanta has raised concerns over the structure of the bidding exercise, alleging that critical financial details of rival offers were not shared.