SC declines to intervene into proposed takeover of JAL by Adani Enterprises

New Delhi: The Supreme Court declined to intervene into the proposed takeover of Jaiprakash Associates Ltd by Gautam Adani's Adani Enterprise Ltd through the insolvency resolution process.

Dealing with a plea by Vedanta Ltd, a bench led by Chief Justice of India Surya Kant, refused to interfere with the order of the National Company Law Appellate Tribunal (NCLAT), which had declined to stay Adani Group's Rs 14,535 crore bid to acquire JAL.

The bench, also comprising Justice Joymalya Bagchi, however, asked the parties to raise their contentions before the NCLAT, which would decide the plea and the counter petition expeditiously on the dispute over the acquisition of JAL by the Adani group.

Senior advocate Kapil Sibal, appearing for Vedanta, contended that its offer was superior to that of Adani and the Committee of Creditors adopted flawed procedure by choosing the lower bid.

He claimed that Vedanta's offer was over Rs 17,000, crore, whereas the other bidder, Adani, was offering about Rs 14,000 crore.

Solicitor General Tushar Mehta, for the CoC, contended that the resolution plan is assessed on multiple factors. Senior advocate Mukul Rohatgi for Adani submitted that no bidder has the guaranteed right to win solely based on offering made in the highest headline value.

The court noted that the NCLAT has already fixed the matter for consideration on April 10. It asked the appellate tribunal to consider the matter on an out of turn basis.

The plea by Vedanta questioned the validity of the March 24, 2026 order by the National Company Law Appellate Tribunal which declined to grant stay on the resolution plan, even after admitting Vedanta's challenge for consideration.

It contended that the current resolution plan fails to fulfill the core objective of the Insolvency and Bankruptcy Code, maximisation of the value of the corporate debtor’s assets. Claiming that the insolvency process lacked transparency, it also alleged that the process followed by the JAL’s committee of creditors in approving the AEL’s plan was “unfair, opaque, and inequitable.”

The plea contended that Vedanta was the highest bidder for JAL all through, but the lenders had rejected its plan by taking recourse to and incorrect criteria for evaluation of resolution plans. It submitted that the matter required consideration as the insolvency process ran contrary to the objective of the Insolvency and Bankruptcy Code.

It was stated that the lenders had previously approved the resolution plan put forth by AEL and rejected bids of various companies, including Dalmia Bharat and Jindal Power.

The Committee of Creditors had approved the AEL’s plan with a 93.81 per cent voting share and the Allahabad bench of the National Company Law Tribunal approved its resolution plan on March 17.

It was also contended that AEL offered to pay Rs 14,535 crore, Vedanta, for its part, made an initial bid of Rs 17,000 crore, of which the upfront cash component was about Rs 4,000 crore and the rest payable over six years.

Subsequently, Vedanta revised its bid, offering a total of Rs 16,726 crore of which Rs 6,563 crore was to be paid upfront while rest payable in five years.

As per facts of the matter, the NCLT had in 2024 admitted ICICI Bank's insolvency petition against JAL for a debt of Rs 1,269 crore, which was upheld by the National Company Law Appellate Tribunal.

JAL has a significant land bank of nearly 4,000 acres across Uttar Pradesh, particularly in Noida, Greater Noida, and the Yamuna Expressway, besides the premier projects like Jaypee International Sports City near the Noida International Airport. The company in debt also owned hotels and cement plants.