Vedanta moves SC against Adani’s Rs 14,535-crore bid for Jaiprakash Associates

Mining giant Vedanta Ltd has moved the Supreme Court seeking a stay on the NCLT’s order approving Adani Group’s Rs 14,535 crore bid to acquire Jaiprakash Associates Ltd (JAL).

According to the information available on the top court’s website, Vedanta filed its appeal on March 25, a day after the National Company Law Appellate Tribunal (NCLAT) refused to stay implementation of the plan.

Adani Enterprises Ltd., meanwhile, has also filed a caveat in the Supreme Court, requesting to be heard before any order is passed on Vedanta Group’s petition in the matter. The Insolvency Appellate Tribunal on March 24 declined any interim stay over the Vedanta Group’s plea against the order passed by the National Company Law Tribunal (NCLT) approving the Rs 14,535 crore bid by Adani Group’s bid for acquiring JAL.

The National Company Law Appellate Tribunal’s (NCLAT) two-member bench sought a response from the Committee of Creditors (CoC) of JAL within a week. It is also directed to list the matter on April 10 for the next hearing.

Vedanta Group was in the race to acquire JAL through an insolvency process, but in November last year, the lenders approved the resolution plan of Adani Enterprises Ltd. The NCLT approved the Adani Group’s bid.

Challenging the NCLT order, Anil Agarwal headed Vedanta group has filed two appeals before the NCLAT. In the first, it has challenged the validity of the resolution plan, and in the second, it has challenged the approval of the plan by the CoC and the adjudicating authority — the NCLT. In its hearing, the NCLAT said all the parties have agreed that looking at the nature of the issues raised in the appeal, the matter needs to be decided at an early date.

However, the bench comprising Chairperson Justice Ashok Bhushan and Member (Technical) Barun Mitra clarified that the implementation of the plan would be subject to the outcome of the appeals filed by the Anil Agarwal-led Vedanta Group. The NCLAT also took on record submissions from the counsel for the CoC that “in the event delisting takes place of the Corporate Debtor (JAL) as per the approved resolution plan under the impugned order and the impugned order is set aside by this Tribunal, there shall be automatic cancellation of all delisting actions.”

On March 17, the NCLT, Allahabad bench, approved Adani Enterprises Ltd’s Rs 14,535 crore bid to acquire JAL through the insolvency process. This was challenged by Vedanta before the NCLAT, which directed that Adani Enterprises be a party.

During the proceedings of the NCLAT, the counsel representing Vedanta had contended that it was declared the highest bidder by JAL’s Committee of Creditors. Vedanta’s bid value was Rs 16,726 crores, and Adani Enterprises’ bid was Rs 14,535 crores. The Insolvency and Bankruptcy Code suggests the maximisation of the value of the stressed asset. However, the lender body, CoC, despite emphasising the importance of value maximisation and compliance with the IBC framework, failed to do so.

The CoC’s discretion in the selection of a resolution plan must be exercised only in line with the applicable law and the governing documents, Vedanta’s counsel contended before the appellate tribunal.

They further contend that participation in the bidding rounds must be a fair and equal opportunity, as no negotiation was done after putting Vedanta through multiple rounds of bidding.

In November last year, the CoC approved the resolution plan by business tycoon Gautam Adani to acquire JAL.

Adani Enterprises had outbid Vedanta and Dalmia Bharat to win the bid for JAL. Adani got the maximum 89 per cent votes from creditors, followed by Dalmia Cement (Bharat) and Vedanta Group.

The CoC, however, defended its decision, saying the process complied with all insolvency and Bankruptcy Code (IBC) rules. They maintained that no bidder has a guaranteed right to win, even if it offers the highest value.

They said 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 Rs 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, saying 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. JAL, which has high-quality assets and business interests spanning real estate, cement manufacturing, hospitality, power, engineering and construction, was admitted to the CIRP in June 2024 after it defaulted on payments of loans aggregating Rs 57,185 crore.

JAL has major real estate projects like Jaypee Greens in Greater Noida, a part of Jaypee Greens Wishtown in Noida — both on the outskirts of the national capital — and the Jaypee International Sports City, located near the upcoming Jewar International Airport.

It has three commercial office spaces in Delhi-NCR, while its hotel division has five properties in the national capital region, Mussoorie, and Agra. JAL has four cement plants in Madhya Pradesh and Uttar Pradesh, and a few leased limestone mines in Madhya Pradesh. It also has investments in subsidiaries, including Jaiprakash Power Ventures Ltd, Yamuna Expressway Tolling Ltd, Jaypee Infrastructure Development Ltd, and several other companies.