New Delhi, May 4 (PTI) A company law appeals court on Monday rejected a challenge by mining billionaire Anil Agarwal's Vedanta Ltd to the winning bid by Gautam Adani's group for bankrupt real estate firm Jaiprakash Associates Ltd (JAL), whose assets include India's only Formula One circuit.

The National Company Law Appellate Tribunal (NCLAT) did not find merit in the issues raised by Vedanta and dismissed its two petitions.

A Bench comprising Chairperson Justice (retired) Ashok Bhushan and Technical Member Barun Mitra held that the Committee of Creditors (CoC) were right in preferring Adani Group's Rs 14,535 crore bid over Vedanta's resolution plan for JAL.

That decision was approved by the National Company Law Tribunal (NCLT), against which Vedanta went into an appeal in NCLAT.

"No grounds have been made out by the appellant (Vedanta) to interfere with the decision of the adjudicating Authority (NCLT)," NCLAT order said. "There is no merit in the appeal. Both appeals are dismissed. There shall be no orders to pass." NCLAT said the decision of the Committee of Creditors was based on "overall consideration of the respective resolution plan and was taken in its commercial wisdom," said the appellate tribunal.

JAL was admitted for insolvency proceedings in June 2024 after it failed to pay bank dues exceeding Rs 57,000 crore.

The resolution process drew 28 expressions of interest, with six final bidders including Vedanta, Adani Enterprises and others. Adani and Vedanta emerged as frontrunners, with Adani's proposal scoring higher on upfront recovery and overall value.

The CoC approved Adani's plan in November 2025 with a 93.81 per cent vote. Vedanta later submitted a revised offer, valued at Rs 16,070 crore, but creditors declined to consider it, citing rules barring post-deadline changes.

Vedanta argued the process lacked transparency and that its revised bid offered superior value. Creditors countered that the revised proposal was submitted only after Vedanta became aware it was trailing the winning bid.

The appellate tribunal had earlier declined to stay implementation of Adani's plan, a decision subsequently upheld by the Supreme Court, which directed an expedited hearing while requiring key implementation decisions to receive tribunal approval.

Monday's ruling clears the way for Adani's takeover of JAL unless Vedanta challenges it in the Supreme Court.

In its order, NCLAT also said there has been "no material irregularity committed by Resolution Professional while conducting the plan resolution process." NCLAT also dismissed Vedanta's plea, where it had questioned the evaluation metrics adopted and had said its bid was 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 bid.

Rejecting this, NCLAT said "decision of CoC not approving the resolution plan of the appellant with a higher plan value of Rs 3,400 crores and NPV of Rs 500 crore as compared to plan of respondent No 3 (Adani) cannot be said to be arbitrary or perverse." 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 appellate tribunal NCLAT.

On April 23, the insolvency appellate tribunal had concluded its hearing after hearing the petitioner Vedanta and respondents, including the Resolution Professional, Committee of Creditors (CoC) and Adani Enterprises.

Vedanta has questioned the evaluation metrics adopted by lenders of JAL, which had selected the lower bid of Rs 3,400 crore from Adani Enterprises for the debt-ridden company and questioned the commercial wisdom of CoC.

Earlier, on March 24, NCLAT declined any interim stay over the Vedanta Group's plea against the order passed by the NCLT approving Rs 14,535-crore bid by the Adani Group for acquiring JAL.

However, it had also said the plan would be subject to the outcome of the appeals filed by the Anil Agarwal-led Vedanta Group.

This interim order by NCLAT was challenged before the Supreme Court, which also declined to grant a stay. However, the apex court had directed that if the monitoring committee planned to take any major policy decision, it should first obtain the Tribunal's sanction.

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 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.

JAL, which has high-quality assets and business interests spanning real estate, cement manufacturing, hospitality, power and engineering & 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 also has three commercial/industrial office spaces in Delhi-NCR, while its hotel division has five properties in Delhi-NCR, 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. PTI KRH ANZ DRR

Commercial wisdom in insolvency bid evaluation upheld as creditors may assess feasibility beyond headline value. Challenge to approval of a corporate insolvency resolution plan for Jaiprakash Associates Ltd. turned on the Committee of Creditors' evaluation of competing bids, including preference for Adani Enterprises' plan over Vedanta Ltd.'s revised offer. The controversy concerned transparency, evaluation metrics and whether post-deadline bid revisions could be considered in the insolvency process. The tribunal found no material irregularity and treated the CoC's decision as commercial wisdom based on overall consideration of the competing plans.