Vedanta tells Supreme Court its revised Jaypee bid tops Adani offer – The Times of India

Mining billionaire Anil Agarwal’s Vedanta Ltd has told the Supreme Court that its tweaked bid for the bankrupt Jaiprakash Associates Ltd was rejected despite being better than Adani Group’s offer.In its petition challenging the lenders’ decision to accept Adani’s takeover offer, Vedanta contended that its addendum bid is about Rs 3,400 crore higher in gross value terms and roughly Rs 500 crore more in net present value compared to the Adani Group’s offer.In the bid challenge process and final resolution plan submitted on October 14, 2025, Vedanta offered Rs 3,770 in upfront payment and Rs 3,100 crore at the end of the 365th day from the effective date to secured financial creditors. It also offered an equity infusion of Rs 400 crore into Jaypee.Thereafter, on November 8, 2025, Vedanta submitted an addendum via email, offering to raise the upfront cash payout to Rs 6,563 crore and equity infusion to Rs 800 crore while keeping the overall bid value at Rs 12,505.85 crore.The committee of creditors (CoC) accepted Adani’s bid because it offered around Rs 6,000 crore upfront cash payment and faster payments for the remaining amount within two years, compared to Vedanta’s longer payment timeline of up to five years.According to sources, Vedanta, in its petition before the Supreme Court, has alleged that lenders acted “arbitrarily” while rejecting its bid to acquire Jaiprakash Associates Ltd (JAL) and also questioned the role of the resolution professional in the ongoing insolvency process.Vedanta Ltd has also mentioned that the National Company Law Tribunal (NCLT) erred in appreciating that the commercial wisdom of lenders is not ‘absolute’ and therefore, the same can be set aside in cases of ‘arbitrariness, perverseness or capricious exercise’ of power.In November last year, the CoC of JAL, which went into insolvency in June 2024, approved the Rs 14,535 crore resolution plan of Adani Enterprises Ltd to acquire the debt-ridden Jaypee Group’s flagship firm that has a presence in many sectors, including cement, hospitality, power and real estate, among others.The grand total of Vedanta’s bid was Rs 17,926.21 crore, which included a Rs 1,200 crore payment towards settlement for sports city dues.Earlier this month, the NCLT approved the Adani bid. Vedanta moved the appellate tribunal NCLAT, which declined to stay the implementation of Adani’s bid. This forced Vedanta to approach the apex court the next day.In the petition, Vedanta Ltd has requested the apex court to pass an ex parte ad interim order staying the operation, implementation and effect of the order passed by the National Company Law Appellate Tribunal (NCLAT).In its petition, Vedanta Group has said Adani’s financial bid is substantially lower in value compared to its bid, which defeats the primary objective of value maximisation under the Insolvency & Bankruptcy Code.Vedanta group contended that the Allahabad bench of NCLT “erred in characterising the net present value differential” of Rs 500 crore as a “slightly higher amount” and the gross value differential of Rs 3,400 crore as capable of being overridden by subjective qualitative parameters.It further said the Evaluation Matrix, RFRP and Process Note relied on by the NCLT are instruments designed to achieve value maximisation and must be read harmoniously with the objectives of the Code.The NCLT has erred in not appreciating that the lack of transparency in the challenge process, particularly the failure to disclose the two identified criteria as per the Process Note, which vitiated the entire process, the mining conglomerate said.Moreover, the NCLT’s finding that there is no legislative intent for recording reasons by the CoC while approving or rejecting a resolution plan is erroneous and contrary to the settled law, the petitioner said.It further said CoC’s decision-making process lacked the requisite deliberation and reasoning in as much as the lenders abdicated their entire decision-making responsibility to an external consultant.The Vedanta group had also said that the appellate tribunal NCLAT has failed to appreciate that permitting the implementation of the resolution plan would result in ‘irreversible’ consequences.This includes the acquisition of shares of JAL by Adani Enterprises, transfer of management of the company, handover of key assets, and operational takeover, which will make its appeal ‘infructuous’.Moreover, the NCLAT has also failed to appreciate that the implementation of Adani’s resolution plan during the pendency of its appeal would lead to “creation of third-party rights”, including disbursement of upfront payments to creditors, which cannot be unwound.Besides, the NCLAT failed to appreciate that once the approved resolution plan is implemented, execution of next steps, such as acquisition of shares of JAL by Adani, payment to creditors, grant of statutory approvals, and assumption of control over the Corporate Debtor’s business and assets, would create a fait accompli, effectively reducing its appeal to a mere academic exercise.Moreover, the NCLAT failed to consider that the approved resolution plan of Adani Enterprises has provisions for time-bound implementation, and there is a real, well-founded apprehension that the successful bidder shall take “irreversible steps” towards the implementation that would render Vedanta’s appeal practically infructuous.Vedanta also said that the Resolution Professional of JAL ‘exceeded his neutral role’ by offering an opinion on the addendum and characterising it as violative of the Process Note, without providing the CoC with a proper opportunity for independent evaluation.