Vedanta accuses JAL creditors of preaching ‘process’ while ignoring it themselves

Anil Agarwal-led Vedanta told the Delhi bench of the National Company Law Appellate Tribunal (NCLAT) on Thursday that while the committee of creditors (CoC) in the Jaiprakash Associates Ltd insolvency case repeatedly insists on following the ‘process’, they do not seem to follow it themselves. The legal battle centres on whether the CoC can rightfully reject Vedanta's ₹17,000-crore offer in favour of the Adani Group's lower-value plan based on superior cash terms.

Advocate Abhijeet Sinha, representing Vedanta, made serious allegations against the CoC, saying Vedanta's bid was ignored despite being the highest after five rounds of the challenge process. “In the process of scoring there should be some transparency, but there was nothing," Sinha said.

The appellate tribunal heard Vedanta’s arguments and scheduled the next hearing for 17 April, when the Adani Group and the CoC are expected to respond.

The case highlights significant questions regarding the transparency and procedural standards of CoCs in large-scale insolvency proceedings. Vedanta has challenged the design of the bidding process itself, arguing that the nondisclosure of key financial components from competing bids prevented true competition. The company asserted that transparency is essential for ‘value maximization’, the core goal of insolvency proceedings.

Specifically, Vedanta alleged that because bidders were only shown the highest net present value (NPV) after each round, without knowing the specific mix of upfront cash versus deferred payments, they were unable to effectively optimize their own offers.

Setting a precedent

The outcome of the case could set a significant legal precedent for how assets are valued under the Insolvency and Bankruptcy Code (IBC). With high-value holdings at stake, including nearly 4,000 acres of land, hotels, commercial properties, cement plants, and an F1 track, the final ruling will test whether the "commercial wisdom" of a CoC allows it to legally reject a higher bid in favour of other factors.

On 6 April, a Supreme Court bench led by Chief Justice Surya Kant and Justice Joymalya Bagchi had declined to interfere with orders of the National Company Law Tribunal (NCLT) and the NCLAT, which had cleared the way for the plan’s rollout. However, the court directed the committee overseeing the resolution to seek prior NCLAT approval before taking any major steps.

Adani’s resolution plan, pegged at ₹14,543 crore, includes an additional ₹800 crore towards capital expenditure and working capital, taking the total to about ₹15,343 crore. Against admitted claims of about ₹60,637 crore, this translates into a recovery of around 24%.

Vedanta said it had submitted an overall bid of about ₹17,000 crore, translating to about ₹12,505 crore on an NPV basis, and argued that it offered better value. However, the lenders chose Adani’s plan because it offered ₹6,000 crore upfront and faster payments within two years compared to Vedanta's timeline of five years, prompting Vedanta to allege that the process was unfair. Sinha told the NCLAT, “It seems COC has done it saying, ‘We have kept you (Vedanta) in the participation rounds. Thank you, now you can go back.”

The resolution plan was approved by the Allahabad bench of the National Company Law Tribunal (NCLT) on 17 March, following which Vedanta moved the NCLAT and the Supreme Court, seeking to halt it.