NCLAT Dismisses Vedanta's Appeal Against Approval Of Adani Enterprises' Plan For Jaiprakash Associates

The National Company Law Appellate Tribunal (NCLAT) at Delhi on Monday dismissed Vedanta Limited's appeal challenging the approval of Adani Enterprises Limited's resolution plan for Jaiprakash Associates Limited. The tribunal upheld the Committee of Creditors' decision despite Vedanta's higher bid.

A bench of Chairperson Ashok Bhushan and Technical Member Braun Mitra affirmed the March 17 order of the Allahabad bench of the National Company Law Tribunal, which had approved Adani Enterprises Limited's plan while rejecting Vedanta Limited's proposal.

“We do not find any ground to interfere with the impugned order passed by that adjudicating authority, rejecting IA 1/2026 and allowing the resolution plan, IA Plan 11/2025, there is no merits in the appeal. Both appeals are dismissed , there shall be no orders to cost.”, the bench held. 

The tribunal, which had reserved its verdict on April 22, examined the dispute through seven questions and answered each against Vedanta.

At the heart of the appeal was an email sent by Vedanta on November 8, 2025, attaching an addendum to its resolution plan. Vedanta claimed this was only a clarification of its earlier bid submitted on October 14, 2025

The tribunal rejected this, holding that the email dated November 8, 2025 sent by the appellant was not clarifying the resolution plan dated October 14, 2025, already submitted by the appellant but had the effect of modifying the resolution plan.

Flowing from this, the tribunal upheld the decision of the Committee of Creditors in its 24th meeting held on November 14, 2025, not to consider the addendum, holding that the decision was not an invalid and untenable decision.

The tribunal then addressed Vedanta's core grievance that its plan offered higher value. It noted Vedanta's case that its proposal reflected a higher plan value of 3,400 crores and a higher net present value of 500 crores than the successful bidder but held that the decision of the Committee of Creditors not approving the resolution plan of the appellant was not arbitrary or perverse.

Another issue examined was whether there had been any flaw in the conduct of the process. The bench found that there was no material irregularity committed by the resolution professional in conducting the resolution process.

It also considered whether the adjudicating authority had erred in rejecting Vedanta's application challenging the Committee of Creditors' decision in its 23rd meeting approving Adani's plan and held that no such error was made.

On the overall question of interference, the tribunal concluded that no ground has been made out by the appellant to interfere with the decision of the adjudicating authority dated March 17, 2026. 

During the hearing, Vedanta had argued that despite submitting a higher bid of around ₹17,000 crore compared to Adani's ₹15,000 crore offer, its plan was disregarded in a manner that undermined value maximisation.

Senior Advocate Abhijeet Sinha submitted that the Committee of Creditors does not have unfettered authority to act in a manner that compromises transparency and predictability in the process. He contended that Vedanta's plan, which had the highest net present value, ought to have been selected.

He also argued that the evaluation matrix was only a tool and that the process note created an illusion of value maximisation while the outcome favoured another bidder.

Senior Advocate Abhishek Manu Singhvi, appearing for the resolution professional, argued that Vedanta's claim of being the highest bidder was based on its own inference from an email communication and that the valuation exercise was not complete at that stage.

Appearing for the Committee of Creditors, Senior Advocate Tushar Mehta argued that the appeal was a vexatious attempt by an unsuccessful resolution applicant to reopen a concluded process. He also raised concerns about a possible leak that may have influenced Vedanta's revised bid.

Counsel for Adani Enterprises argued that the timing of Vedanta's addendum to its resolution plan submitted on November 8, 2025 was suspicious. It was submitted that the request for resolution plan and process documents made it clear that no bidder could have understood that it had secured highest bidder status based solely on net present value and that the final decision depended on overall commercial evaluation.

The appellate tribunal had earlier refused to stay the implementation of Adani's plan. Vedanta had challenged that refusal before the Supreme Court of India, which declined to interfere.

Jaiprakash Associates Limited, engaged in construction, cement, and hospitality businesses, has been under prolonged financial stress despite asset sales. The company was admitted into insolvency proceedings on a petition filed by ICICI Bank.

Counsel for Vedanta Ltd: Senior Advocate Abhijeet Sinha with Advocate Deep Roy

Counsel for RP: Senior Advocates Dr. Abhishek Manu Singhvi and  Arun Kathpalia

Counsel for Adani Enterprises:  Senior Advocate Ritin Rai with Advocates Sandeep Singhi  and team of Karanjawala & Co lead by Advocates Ruby S. Ahuja, Seema Sundd, Ravneet Kaur Malik, Rituraj Srivastava, and Shruti Pandey, Vedant S. Choudhry and Saraf & Partners who appeared through Advocate Abhishek Swarup.

Counsel for CoC: Tushar Mehta, Ld. SG and Senior Advocate Niranjan Reddy with Advocate  Biswajeet Dubey