NCLAT Rejects Vedanta's Stay on Adani's ₹14,535 Cr JAL Plan

Introduction

The National Company Law Appellate Tribunal (NCLAT) on March 24, 2026, declined to grant an interim stay on the implementation of Adani Group's ₹14,535 crore resolution plan for the debt-laden Jaiprakash Associates Ltd (JAL). This decision allows the Adani Group to proceed with its acquisition plans for now, but the legal challenge from rival bidder Vedanta Group continues. The appellate tribunal clarified that any actions taken to implement the resolution plan would be subject to the final outcome of Vedanta's appeal, keeping the high-stakes corporate battle alive.

Vedanta's Challenge and the NPV Argument

The core of Vedanta's appeal is the argument that its offer held a higher Net Present Value (NPV) than the one submitted by Adani Enterprises. Vedanta contended that its bid had an NPV of ₹12,505 crore, which was at least ₹500 crore to ₹1,000 crore more than Adani's proposal. The Anil Agarwal-led company argued that the Committee of Creditors (CoC) violated the fundamental principle of the Insolvency and Bankruptcy Code (IBC), which is to maximize the value of assets for all stakeholders. By approving a plan with a lower NPV, Vedanta claimed, the lenders acted against the spirit of the law.

The Committee of Creditors' Commercial Wisdom

In response, the Committee of Creditors defended its decision to approve Adani's plan with an overwhelming 89% majority in November 2025. Lenders argued that their evaluation was not based solely on the headline value or NPV. They cited their "commercial wisdom," a principle repeatedly upheld by the Supreme Court, which gives creditors the primary authority in deciding the viability of a resolution plan. The CoC stated that multiple factors were considered, including the feasibility and certainty of the plan's implementation.

Why Adani's Bid Was Preferred

The key differentiators that swayed the lenders were the structure and timeline of the payment. Adani Group's proposal included a significant upfront cash payment of approximately ₹6,000 crore and committed to settling the remaining dues within a much shorter timeframe of two years. In contrast, Vedanta's payment plan was structured over a longer period of up to five years. For the lenders, the quicker recovery and higher upfront cash from Adani's bid offered greater certainty and reduced risk compared to Vedanta's longer-term proposal.

A Timeline of the Insolvency Process

The dispute is the latest chapter in a long-running insolvency process for Jaiprakash Associates. The company, with diverse interests in cement, real estate, and power, was admitted into the Corporate Insolvency Resolution Process (CIRP) in June 2024 after it defaulted on loans aggregating ₹57,185 crore. After a competitive bidding process involving Adani Enterprises, Vedanta Group, and Dalmia Bharat, the CoC approved Adani's plan in November 2025. The National Company Law Tribunal (NCLT), Allahabad bench, gave its formal approval to the plan on March 17, 2026, prompting Vedanta to escalate the matter to the NCLAT.

Comparing the Resolution Plans

The two competing bids presented a classic dilemma for the creditors, forcing a choice between a higher long-term value and a more secure, faster payout.

Allegations of Procedural Unfairness

Beyond the NPV argument, Vedanta also alleged procedural irregularities in the bidding process. The company claimed it was not provided with clear reasons for the rejection of its bid or given an opportunity to clarify its proposal. Furthermore, Vedanta pointed to a revised offer it submitted on November 8, 2025, which increased the upfront cash component. However, the lenders rejected this revised offer, stating that it was submitted after the bidding deadline had passed and that accepting it would have necessitated restarting the entire process, causing further delays.

The Path Forward

While the NCLAT has denied an interim stay, the legal battle is far from over. The tribunal has directed Vedanta to implead the Adani Group as a party to its appeals, ensuring the successful bidder is heard before a final decision is made. The final judgment on Vedanta's plea will determine the ultimate fate of Jaiprakash Associates. This case serves as a significant test of the IBC framework, particularly on the interpretation of "value maximization" and the extent of the CoC's commercial wisdom when faced with competing financial metrics. The next hearing is scheduled for the following day, where arguments from all parties will be considered.

Conclusion

The NCLAT's refusal to halt Adani's resolution plan for Jaiprakash Associates marks a crucial, though not final, development. It allows the acquisition process to move forward while the legal challenge is adjudicated. The outcome will have significant implications for how resolution plans are evaluated under the IBC, clarifying the balance between NPV, upfront cash, and the overarching commercial judgment of lenders in complex insolvency cases.