Adani Enterprises has strongly defended its acquisition of Jaiprakash Associates Ltd (JAL) before the National Company Law Appellate Tribunal (NCLAT), arguing that Vedanta’s legal challenge is an attempt to bypass the established insolvency process and interfere with the “commercial wisdom” of the Committee of Creditors (CoC).
Core Arguments by Adani Enterprises
During the proceedings, Adani’s counsel, Ritin Rai, emphasized that the resolution process followed strict legal protocols. The key highlights of his defense include:
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Judicial Review vs. Commercial Wisdom: Adani argued that the CoC’s decision to choose a bidder is based on their commercial judgment, which is generally not subject to judicial review under the Insolvency and Bankruptcy Code (IBC). By challenging the selection, Vedanta is “indirectly” asking the court to override the lenders’ authority.
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Process Integrity: Adani opposed Vedanta’s attempt to submit an “addendum” bid after the official challenge process had closed. He argued that entertaining late bids would compromise the transparency and integrity of the entire insolvency framework.
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Pre-Defined Metrics: Vedanta had questioned the evaluation criteria used by the lenders. However, Adani pointed out that these “evaluation metrics”—which include qualitative factors beyond just the highest cash offer (NPV)—were disclosed and accepted by all bidders at the very start of the process.
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RP’s Role: Adani clarified that the Resolution Professional (RP) did not act unilaterally but merely followed the CoC’s instructions to seek clarifications from all applicants, ensuring a fair environment.
Background of the Dispute
The conflict stems from the March 17 order by the Allahabad bench of the NCLT, which approved Adani Enterprises’ ₹14,535-crore bid to acquire the debt-ridden JAL.
Vedanta has filed two petitions against this approval, claiming its revised offer is approximately ₹3,400 crore higher in gross value and ₹500 crore higher in Net Present Value (NPV) than Adani’s. Vedanta also alleged that the bidding process lacked transparency, a claim supported by Solicitor General Tushar Mehta, who suggested a potential information leak during the bidding stages.
