The National Company Law Appellate Tribunal's dismissal of Vedanta's appeal in the Jaiprakash Associates insolvency is less about numbers and more about process.
Despite Vedanta arguing that its proposal offered higher value to lenders, NCLAT made it clear that under the Insolvency and Bankruptcy Code, a resolution plan does not win by arithmetic alone. What matters is whether lenders followed the agreed process and exercised commercial judgment within the rules. On both counts, the tribunal found no fault.
The ruling effectively clears the path for Adani Enterprises to implement its approved resolution plan for Jaiprakash Associates Ltd (JAL), one of India's largest infrastructure insolvencies.
Addendum Not Clarification, But Fresh Financial Offer
Vedanta's primary grievance was that the lenders ignored an addendum it submitted after the challenge process had closed. Vedanta claimed the addendum merely clarified payment mechanics and did not alter the plan's net present value.
The NCLAT rejected this characterization.
The tribunal recorded that the addendum materially increased the upfront payment and doubled the proposed equity infusion. These changes, it noted, would have directly improved Vedanta's score under the evaluation matrix.
"The email dated 08.11.2025 forwarding the Addendum was not clarificatory in nature and had the effect of modifying the Resolution Plan," NCLAT said.
That distinction was fatal to Vedanta's case. The process document governing the bidding categorically barred post‑challenge revisions. Allowing such a change would have required reopening the entire process for all bidders.
The NCLAT relied on Supreme Court precedent to underline that post‑submission financial changes are not permissible once bidding closes.
Lenders Entitled to Reject Late Changes
Vedanta argued that even if the addendum was treated as a modification, lenders should have accepted it in the interest of value maximisation. The tribunal disagreed.
It noted that the committee of creditors (CoC) discussed the addendum at length in its 24th meeting, obtained legal advice, and concluded that considering it would violate the process note and undermine fairness.
"We are of the view that the decision of the CoC... not to take the Addendum into consideration is neither invalid nor untenable," the tribunal held.
The NCLAT emphasised that lenders are not obliged to renegotiate or restart bidding simply because a bidder offers to sweeten terms after losing out.
Higher Value Alone Does Not Decide Outcomes
Vedanta repeatedly stressed that its bid offered a higher total plan value and a higher NPV compared to Adani's proposal. According to Vedanta, rejecting a higher‑value plan defeated the core IBC objective of value maximisation.
NCLAT rejected that framing.
The tribunal pointed out that the resolution plan documents made it explicit that the CoC was not bound to approve the highest bid or the plan with the highest NPV. The evaluation matrix awarded 50 percent weight to upfront cash and 50 percent to NPV.
Adani's plan scored substantially higher on immediate cash recovery and shorter payout timelines.
"The CoC is under no obligation to approve a Resolution Plan which has the highest NPV," NCLAT said.
It added that commercial wisdom allows lenders to prefer certainty and speed of recovery over deferred payouts spread over several years.
"The decision of the CoC not approving the Resolution Plan with the highest Plan value cannot be said to be arbitrary or perverse," the tribunal ruled.
No Blind Reliance on Evaluation Adviser
Vedanta also accused the lenders of mechanically adopting the scoring prepared by BDO, the evaluation adviser, without applying their own judgment.
The tribunal examined the meeting records and rejected this charge.
It noted that the CoC questioned the consultant's initial assessment, sought revisions on qualitative parameters, and only then proceeded to vote.
"The submission that the CoC abdicated its jurisdiction in favour of the advisor is not correct," NCLAT observed.
Significantly, Vedanta never challenged the correctness of the scoring itself, only the outcome.
No Procedural Lapse by Resolution Professional
Vedanta alleged that the resolution professional prejudged the legality of the addendum in communications with lenders. NCLAT found no material irregularity.
The tribunal said the RP merely flagged a potential violation and placed the issue before the CoC for consideration. The final decision rested entirely with lenders.
"There has been no material irregularity committed by the Resolution Professional," NCLAT ruled.
Commercial Wisdom Reaffirmed
Taken together, the judgment is a strong restatement of judicial restraint under the IBC. NCLAT leaned heavily on Supreme Court rulings that courts and tribunals should not sit in appeal over commercial decisions of creditors once the process is shown to be fair and compliant.
The clear message is that unsuccessful bidders cannot reopen a concluded process by offering better terms after the deadline.
What Adani Plan Now Entails
With legal challenges failing at NCLAT and the Supreme Court declining to stay implementation earlier, Adani Enterprises has begun moving ahead with its resolution plan.
In regulatory disclosures, Adani has said the plan may be implemented directly or through group entities or special purpose vehicles, including Adani Power, Adani Infra, Adani Ports and other Adani group companies.
The approved plan involves upfront payments of a little over Rs 6,000 crore, with the balance to be paid within about two years. Adani has also committed to fresh equity infusion to revive operations and complete stalled projects.
The plan provides options for homebuyers, includes capital restructuring through delisting of JAL, and seeks regulatory clean‑slate reliefs as approved by the NCLT.
Disclaimer: NDTV Profit is a subsidiary of AMG Media Networks Limited, an Adani Group Company
Essential Business Intelligence, Continuous LIVE TV, Sharp Market Insights, Practical Personal Finance Advice and Latest Stories — On NDTV Profit.