NCLAT reserves verdict on Vedanta plea against Adani Enterprises bid for Jaypee Group insolvency

THe subject companion jurisprudence appellant Tribunal (NCLAT) on wed reserved its judgment on pleas filed by Vedanta Ltd challenging the selection of Adani Enterprises as the successful bidder for debt-laden Jaiprakash Associates Ltd (JAL) under the insolvency process.A bench headed by chairperson Ashok Bhushan concluded hearings after detailed submissions from Vedanta, the resolution professional, the committee of creditors (CoC), and Adani Enterprises, directing parties to file written submissions within two days. Appearing for Vedanta, senior advocate Abhijeet Sinha on Wednesday attacked the evaluation process adopted by lenders, arguing that the insolvency resolution suffered from “serious non-consideration of material aspects” and a lack of transparency.The chief plank of Vedanta’s challenge is the substantial gap between competing bids. While Adani Enterprises’ plan, approved by lenders, is valued at ₹14,535 crore, Vedanta had offered ₹17,926 crore—a difference of nearly ₹3,400 crore.Sinha argued that such a differential goes to the heart of the Insolvency and Bankruptcy Code (IBC), which prioritises value maximisation. He contended that Vedanta’s resolution plan was not properly evaluated and that key components of its offer were overlooked, suggesting a lack of application of mind by the CoC.Previously, the CoC, represented by Solicitor General Tushar Mehta, defended the decision, maintaining that the process adhered strictly to IBC norms and that bidders do not have a vested right to be selected merely on the basis of the highest financial offer.Mehta told the tribunal that Vedanta had revised its bid after an alleged information leak, enhancing parameters such as net present value and equity infusion where it had earlier lagged. However, the revised offer was submitted after the prescribed deadline and was therefore rejected. According to the CoC, bids were evaluated on a combination of factors, including upfront cash, feasibility, and execution capability, and not solely on headline value.On its part, Adani Enterprises argued that the challenge to the process was, in effect, an impermissible attempt to invite judicial scrutiny into the commercial wisdom of the CoC. Senior counsel Ritin Rai submitted before the NCLAT that the resolution professional’s act of seeking clarifications or additional information from bidders on specific aspects could not be characterised as an irregularity. Such steps, he argued, were part of the structured resolution process and did not vitiate the decision-making framework adopted by the lenders.Rai further contended that the evaluation criteria, which Vedanta has assailed, were disclosed upfront and uniformly applied, having been accepted by all participating bidders at the outset. On the revised offer submitted by Vedanta after the close of the challenge process, Adani maintained that entertaining such a bid would have undermined the sanctity of the insolvency framework.Vedanta’s challenge follows a series of setbacks before the NCLT, which approved Adani’s resolution plan on March 17, and the NCLAT, which declined to grant an interim stay on March 24. The matter also reached the Supreme Court, which earlier this month refused to interfere with the appellate proceedings, noting that the issue arose from an interim stage.