“Addendum was submitted by the Appellant with intent to improve the Evaluation Matrix of the Appellant and to increase its scoring to come up as the highest scoring resolution plan. The Process Note clearly prohibited any change or modification of the financial proposal of the Resolution Applicant which have become final in the Challenge Process” (Para 32)
While dismissing the appeals filed by Vedanta Ltd against the approval of Adani Enterprises’ resolution plan for Jaiprakash Associates Ltd (JAL), the National Company Law Appellate Tribunal (NCLAT) has clarified that where the Request for Resolution Plan (RFRP) and Process Note treat the financial proposal at the close of the Challenge Process as final and prohibit subsequent modification, an unsolicited post-submission “addendum” that alters payout tranches or equity infusion is a modification of the resolution plan and not a mere clarification.
Accordingly, the NCLAT held that the CoC’s reasoned decision not to consider such addendum is within its commercial wisdom and is not liable to judicial interference absent any violation of Section 30(2) or Section 61(3) of the Insolvency & Bankruptcy Code, or any material irregularity in the process. Further, neither the highest Net Present Value (NPV) nor a higher gross plan value gives a resolution applicant any right to approval, since the CoC is entitled to evaluate plans as a whole in accordance with the Evaluation Matrix, feasibility, viability, and other process documents.
Thus, the NCLAT upheld the NCLT’s rejection of Vedanta’s challenge application, as well as approval of Adani Enterprises Ltd.’s resolution plan.
The Division Bench comprising Justice Ashok Bhushan (Chairperson) and Barun Mitra (Technical Member) noted that Vedanta’s Addendum was not merely clarificatory, but it had the effect of modifying the financial proposal in two material respects: substantially increasing upfront payment and doubling equity infusion. The Tribunal noted that Vedanta itself had pleaded before the NCLT that, with the Addendum, its score under the Evaluation Matrix would have improved considerably and it would have emerged as the highest scorer.
The Tribunal relied on the Process Note clauses which prohibited any upward or downward revision after the Challenge Process and treated the highest proposal at closure as final and binding. It specifically referred to Clauses 13.9, 13.19 and 14.2(xv), which barred subsequent modification of the final commercial proposal. The Tribunal held that, although the CoC may in commercial wisdom abandon a process and start afresh, it was not bound to do so. Since the CoC considered the Addendum in the 24th CoC meeting, recorded reasons, and concluded that accepting it would be contrary to the RFRP/Process Note and impracticable within timelines, the decision not to accept the Addendum was neither invalid nor untenable.
On value maximisation, the Tribunal accepted that maximisation of asset value is an important objective of the IBC, but emphasized that it operates within a time-bound resolution framework and does not override the structure of the process or the CoC’s commercial wisdom. It also reiterated that the fundamental object of the IBC is resolution and revival, not mere recovery.
The Tribunal rejected Vedanta’s argument that highest NPV or higher gross plan value compelled approval of its plan. It noted that the Process Note expressly stated that the CoC was under no obligation to approve the plan with the highest NPV or the highest score under the Evaluation Matrix. The Tribunal also held that the CoC had in fact considered Vedanta’s plan in the 23rd CoC meeting. The submission that the CoC abdicated its jurisdiction in favour of BDO was rejected because BDO was an adviser engaged under the RFRP, the CoC discussed its report, raised queries, required a reconsideration of qualitative scoring, and thereafter proceeded to vote.
The Tribunal found no material irregularity by the RP, as the RP’s email stating that the Addendum “appears” to violate the Process Note was treated as only a tentative opinion while seeking CoC views, and not as conduct amounting to material irregularity under Section 61(3). Thus, the Tribunal reaffirmed the narrow scope of judicial review over CoC decisions.
Briefly, the appeal arose from the CIRP of Jaiprakash Associates Ltd. commenced on June 03, 2024 on ICICI Bank’s Section 7 application, with Bhuvan Madan appointed as IRP and later confirmed as RP. The appellant, Vedanta Ltd., was one of the prospective resolution applicants. The RP issued the RFRP on April 24, 2025, and six resolution plans were received. In the 19th CoC meeting, the CoC found the plans sub-optimal and decided to conduct a Challenge Process to maximize value. Under the Process Note, the Challenge Process was meant to identify the highest committed financial proposal on NPV basis for secured financial creditors, with all revised signed resolution plans thereafter to be put to vote simultaneously under Regulation 39(3).
In the Challenge Process conducted on Sep 05, 2025, only Vedanta and Adani Enterprises Ltd. participated. Vedanta’s bid of INR 12,505.85 crores was the highest on NPV basis at closure of the Challenge Process. The RP’s email however, also stated that the highest financial proposal of each resolution applicant would be evaluated as a whole by the CoC in accordance with the Code, the CIRP Regulations, the RFRP and the Evaluation Matrix. Final signed resolution plans were received on Oct 14, 2025. In the 23rd CoC meeting held on Nov 07, 2025, BDO India LLP presented the Evaluation Matrix scoring and feasibility/viability analysis of all plans. On revised qualitative scoring, Adani scored 89.76/100, while Vedanta scored 75.60/100.
Vedanta attended the 23rd CoC meeting when Agenda 16 concerning its plan was taken up. The RP informed Vedanta that the plans would be put to vote, and Vedanta acknowledged that its plan was being put to vote. On Nov 08, 2025, Vedanta sent an email forwarding an “Addendum” to its resolution plan and requested that it be tabled before the CoC. The Addendum stated that it formed an integral part of the plan and, among other things, sought to: (i) treat the NPV of the first NCD instalment as payable on the closing date, increasing secured financial creditors’ receipt on closing from INR 3,770 crores to INR 6,563 crores; and (ii) increase equity/quasi-equity infusion from INR 400 crores to INR 800 crores.
The RP circulated Vedanta’s Addendum to the CoC and indicated that it appeared to violate the Process Note. In the 24th CoC meeting on Nov 14, 2025, the CoC decided not to consider the Addendum, noting that acceptance at that stage was not tenable under the RFRP and Process Note and would require a fresh process giving all RAs an opportunity to revise their bids. The CoC approved Adani’s plan with 93.81% vote share on Nov 18, 2025. The NCLT rejected Vedanta’s challenge and approved Adani’s plan.
Appearances:
Abhijeet Sinha, Sr. Advocate with Deep Roy, Anuj Lakhotiya, Aridaman Raghav, Heena Kochar, Bhavit Baxi, Shrishti Agnihotri, Rishi Badraj, Aditya Narayan Sharma, Sourabh Goyal, Abhishek, Advocates, for the Appellant
Dr. Abhishek Manu Singhvi, Sr. Advocate and Arun Kathpalia, Sr. Advocate with Anoop Rawat, Sagar Dhawan, Vaijayant Paliwal, Nikhil Mathur, Aditya Marwah, Ahkam Khan, Rashi Sharma, Kirti Gupta, Diksha Gupta, Advocates for Respondent no.1
Tushar Mehta, Solicitor General and Niranjan Reddy, Sr. Advocate with Bishwajit Dubey, Madhav Kanoriya, Srideepa Bhattacharyya, Neha Shivhare, Rajeshwari Mukherjee, Anoushka Chauhan, Advocates for Respondent no.2
Ritin Rai, Sr. Advocate with Sandeep Singh, Ruby S. Ahuja, Seema Sundd, Abhishek Swaroop, Avishkar Singhvi, Ravneet Kaur Malik, Ritu Raj Srivastava, Shruti Pandey, Vedant S. Choudhry, Anoop Sharma S. Srivastava, Prakash Chandra, Advocates for Respondent no.3
