SC clears way for Adani’s ₹14,543 crore JAL plan
NEW DELHI/MUMBAI: The Supreme Court on Monday refused to stay the application of Adani Enterprises Ltd. ₹14,543 crore resolution plan for bankrupt Jaiprakash Associates Ltd (JAL) has rejected the objection of mining giant Vedanta Ltd.
A bench led by Chief Justice Surya Kant and Justice Joymalya Bagchi refused to interfere with the orders of the National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT), which paved the way for the implementation of the scheme.
However, the court directed the committee overseeing the decision to seek NCLAT’s approval before taking any significant step and asked the appellate court to hear the matter expeditiously. NCLAT is scheduled to hear the case on April 10.
Vedanta, the losing bidder, objected to the lenders’ approval of Adani’s plan, claiming its higher bid was ignored and the process lacked fairness and transparency.
The petition before the apex court came after unsuccessful appeals in both the NCLT and NCLAT. On March 24, the appeals court rejected the interim relief, allowing implementation of Adani’s plan, subject to the outcome of the appeal.
It also refused to stay the delisting of Jaiprakash Associates, noting the views of the Committee of Creditors (CoC) that if the scheme is eventually cancelled, all actions taken under it, including delisting, will be automatically reversed.
During the hearing on Monday, Vedanta’s senior lawyer Kapil Sibal argued: ₹The 17,926-crore bid was higher than Adani’s and offered better value to creditors, but lenders opted for Adani’s plan and ₹It is worth 3,000 crore less. He told the court that once the scheme was put in place and more than 15,000 creditors were paid, it would be difficult to reverse the process, including delisting the company.
“I want the matter to be heard; nothing should be done in the meantime. Once the deal is put in place, it will be impossible to fix the mess. We want to buy Formula 1 (the circuit), Formula 1 with Jaypee, and many other assets. All 15,000 creditors will be paid and gone; how do we get this back?” Sibal said:
Speaking on behalf of the CoC, Solicitor General Tushar Mehta said nothing irreversible would happen immediately as implementation, including delisting, was a phased process that would take at least 50 days. He added that the difference between the bids was only approximate. ₹500 crore and Adani’s plan turned out to be superior, especially in terms of faster upfront payments.
“Initially Adani Enterprises) and the number of days for which the down payment is made is better; the difference is not 500, not sir, the difference is double; that is the impression created,” Mehta said.
Conflict
At the heart of the dispute is how value should be assessed under the Insolvency and Bankruptcy Code. Vedanta argued that the lenders violated the principle of maximizing value through a fair and transparent process.
He said that it emerged as the company that submitted the highest bid during the tender process. ₹12,505.85 crore on a net present value basis.
Despite this, lenders approved Adani’s plan and Vedanta claimed that it was lower by approx. ₹Its total value is 3,400 crore and ₹500 crores in net present value. The company also alleged procedural unfairness, stating that it was not given the opportunity to clarify its reasons for rejection or its offer.
Vedanta will submit an improved offer on November 8, 2025, amounting to approximately ₹6,563 crore and equity transfer ₹800 crore, he said, which would result in a better recovery for lenders.
But the lenders defended their decision, arguing that the process complied with all Insolvency and Bankruptcy Code (IBC) rules and that no bidder had a guaranteed right to win, even if they offered the highest value.
The CoC argued that resolution plans are evaluated based on many factors, including upfront cash recovery, feasibility, applicability and ability to implement, not just headline value or net present value. They added that Adani’s plan was preferred due to the opportunities it offered. ₹6,000 crore upfront and a faster payment timeline of around two years, compared to Vedanta’s offer, which spreads payments over up to five years.
The lenders also rejected Vedanta’s revised bid, saying the bid was submitted after the tender process closed and accepting it would require reopening the process for all bidders.
The NCLT, in its judgment dated March 17, upheld the lenders’ decision, reiterating that the commercial wisdom of the CoC is paramount and cannot interfere unless there is a clear legal violation.
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 allocated for capital expenditure and working capital, the total plan value comes to approx. ₹15,343 crore. Against the allegations made against him ₹60,637 crore, which roughly translates to an improvement of 24%.
Jaiprakash Associates is a major asset with a land bank of nearly 4,000 acres in Noida, Greater Noida and Yamuna Expressway, including major projects like Jaypee Greens and the upcoming Jaypee International Sports City near Noida International Airport. The company also has hotels, commercial assets and cement capacity of around 6.5 million tonnes, making it an attractive buy for infrastructure-focused groups.
In a post on X on March 29, Vedanta chairman Anil Agarwal signaled a legal challenge, saying the company would approach the “right forum.” He added that the tender was conducted through a public auction under the IBC, but many bidders withdrew from the tender before Vedanta submitted the highest bid.
