Vedanta Challenges Adani's Jaiprakash Associates Takeover at NCLAT

New Delhi: Anil Agarwal-led Vedanta Ltd has filed an appeal with the National Company Law Appellate Tribunal (NCLAT) challenging the approval of Adani Enterprises Ltd’s ₹14,543 crore bid for the bankrupt Jaiprakash Associates Ltd. The appeal is against the Allahabad bench of the National Company Law Tribunal's (NCLT) March 17 order, which approved the Gautam Adani-led company's plan and rejected Vedanta’s challenge, according to the appellate tribunal’s cause list.

The matter is scheduled to be heard by a bench led by NCLAT Chairperson Justice Ashok Bhushan on Monday. Vedanta had earlier termed the approval a “commercial conspiracy” and sought reconsideration of its bid. The core of the dispute revolves around how value should be assessed under the Insolvency and Bankruptcy Code (IBC).

Vedanta argued that lenders violated the principle of maximizing value through a fair process. The company claimed it had emerged as the highest bidder with an offer of ₹12,505.85 crore on a net present value (NPV) basis. Despite this, lenders approved a rival plan which, according to Vedanta, was lower by about ₹3,400 crore in total value and ₹500 crore in NPV. Vedanta also alleged procedural unfairness, stating it was not given reasons or an opportunity to clarify its proposal.

Vedanta further pointed to an improved offer submitted on November 8, 2025, increasing upfront cash to about ₹6,563 crore and equity infusion to ₹800 crore. It argued that this would have led to better recovery and should have been considered. However, the committee of creditors (CoC) defended their decision, asserting that the process complied with all IBC rules. They maintained that no bidder has a guaranteed right to win, even if it offers the highest value.

The CoC explained that plans were evaluated on multiple factors, including upfront cash, feasibility, and execution, not just headline value. Adani’s bid was preferred as it offered around ₹6,000 crore upfront and faster payments within two years, compared with Vedanta’s longer payment timeline of up to five years. Lenders also rejected Vedanta’s revised offer, stating it was submitted after bidding had closed and accepting it would require restarting the process. They added that all bidders were given equal opportunity and multiple chances to improve their bids.

According to legal experts, the challenge by Vedanta and dissenting creditors at the NCLAT is more of a statutory stress test of the Adani-JAL resolution than a re-evaluation of the deal. Tribunals typically go with the CoC’s commercial wisdom, in line with Supreme Court rulings that uphold the primacy of lenders’ decisions. “The NCLAT does not act as a super-CoC to compare bids. Its role is limited to checking whether the process followed the Insolvency and Bankruptcy Code (IBC),” said Ankita Singh, founder of law firm Sarvaank Associates. Singh added that unless there is a clear procedural violation, such challenges are unlikely to derail a plan backed by a strong majority of lenders.

The NCLT, in its March 17 order, upheld the lenders’ decision, stating that the CoC’s commercial wisdom is final and cannot be interfered with unless there is a clear legal violation. The tribunal found the process to be fair and compliant and ruled that Vedanta had no right to be selected merely for being the highest bidder. It also agreed that Vedanta’s revised offer was invalid as it was submitted after the deadline, and concluded that there was no legal flaw in the process.

Adani’s plan secured about 93.8% of the voting share from financial creditors, well above the required threshold. National Asset Reconstruction Co. Ltd (NARCL), the largest creditor, played a key role in backing the plan. According to the resolution plan, Adani Enterprises’ bid is about ₹14,543 crore, and with ₹800 crore for capex/working capital, the total plan value comes to around ₹15,343 crore. Against total admitted claims of about ₹60,637 crore, this translates to a recovery of roughly 24%.

Velocity Enterprises, a Bhopal, Madhya Pradesh-based contractor, had earlier filed the first challenge to Adani Enterprises' resolution plan for JAL in the NCLAT. Velocity moved the appellate tribunal after NCLT, Allahabad, rejected its claim of over ₹1 crore arising from contractual work on March 17.

The stakes in the JAL resolution are significant. The company holds a vast land bank of nearly 4,000 acres across Noida, Greater Noida, and the Yamuna Expressway, including marquee projects such as Jaypee Greens and the Jaypee International Sports City near the upcoming Noida International Airport. It also includes hotels, commercial assets, and cement capacity of about 6.5 million tonnes.

Adani’s takeover gives the group a strong foothold in north India’s real estate market, with access to large land parcels and stalled housing projects in the NCR. The deal offers a ready platform in a region where land prices are rising sharply, and demand is growing, especially with the upcoming Noida airport.