Vedanta moves NCLAT against Adani’s Jaiprakash Associates takeover

New Delhi: Anil Agarwal-led Vedanta Ltd has moved the National Company Law Appellate Tribunal challenging the lenders’ approval of Adani Enterprises Ltd. ₹14,543 crore bid for bankrupt Jaiprakash Associates Ltd

According to the appellate court’s list of reasons, Vedanta has challenged the Allahabad bench of the National Company Law Tribunal (NCLT)’s March 17 order, which approved the Gautam Adani-led company’s plan and dismissed the mining company’s objection.

The matter is expected to be taken up by a bench headed by NCLAT chief Justice Ashok Bhushan on Monday.

Vedanta had earlier called the approval a “commercial conspiracy” and asked for its bid to be reconsidered.

The core of the dispute lies in how value should be assessed under the Insolvency and Bankruptcy Code (IBC). Vedanta argued that the lenders violated the principle of maximizing value through a fair process. He said that it emerged as the company that submitted the highest bid with its offer. ₹12,505.85 crore on a net present value (NPV) basis.

However, lenders approved a rival plan that was approximately lower than Vedanta. ₹Its total value is 3,400 crore and ₹500 crore in NPV. The company also alleged procedural unfairness, saying it was not given reason or opportunity to clarify its offer.

Vedanta also noted an improved offer submitted on November 8, 2025, amounting to approx. ₹6,563 crore and equity transfer ₹800 crore. He argued that this would lead to a better recovery and should be considered.

However, the committee of creditors (CoC) defended its decision, saying the process complied with all IBC rules. They argued that no bidder is guaranteed the right to win, even if he bids the highest value.

Plans are evaluated based on many factors, including not just title value but cash upfront, feasibility and execution, they said. Adani’s bid preferred as proposed ₹6,000 crore upfront and faster disbursement within two years compared to Vedanta’s longer disbursement period of up to five years.

Lenders also rejected Vedanta’s revised bid, saying the bid was submitted after the tender 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.

Questions sent to Vedanta and Adani Group remained unanswered at the time of publication.

According to lawyers, Vedanta’s and opposing creditors’ challenge in the NCLAT is a legal stress test of the Adani-JAL judgment rather than a reconsideration of the deal. They say courts have generally acted with the commercial wisdom of the CoC, in line with Supreme Court decisions upholding the primacy of lenders’ decisions.

“NCLAT does not act as a super CoC to compare bids. Its role is limited to checking whether the process complies with the Insolvency and Bankruptcy Code (IBC),” said Ankita Singh, founder of law firm Sarvaank Associates.

Unless there is a clear breach of procedure, such challenges are unlikely to derail a plan backed by a strong majority of lenders, Singh added.

NCLT order

The NCLT, in its judgment dated March 17, upheld the lenders’ decision, stating that the CoC’s commercial opinion is final and cannot be interfered with unless there is a clear legal violation. The court found the process fair and harmonious and held that Vedanta was not entitled to selection merely because it was the highest bidder.

It was also deemed that Vedanta’s revised offer was invalid because it was submitted after the deadline, and it was concluded that there was no legal flaw in the process.

Adani’s plan received about 93.8% of the vote share from financial creditors, well above the required threshold. The largest creditor, National Asset Reconstruction Co. Ltd (NARCL) played a key role in supporting the scheme.

According to the solution plan, Adani Enterprises’ offer is approx. ₹14,543 crore and ₹800 crore for capex/working capital, total plan value comes to approx. ₹15,343 crore. Against total claims accepted at approx. ₹60,637 crore, which roughly translates to an improvement of 24%.

The risks in the JAL decision are significant. The company has a vast land bank of around 4,000 acres across Noida, Greater Noida and Yamuna Expressway; these include major projects such as Jaypee Greens and the upcoming Jaypee International Sports City near Noida International Airport.

This also includes hotels, commercial assets and cement capacity of approximately 6.5 million tonnes.

The Adani acquisition gives the group a strong foothold in the north Indian real estate market with access to large land parcels and stalled housing projects in NCR. The deal provides a ready platform in a region where land prices are rising rapidly and demand is on the rise, especially with the upcoming Noida airport.