SC Fast-Tracks JAL Takeover Dispute, Bars Major Policy Shifts Without NCLAT Nod

A bench comprising Chief Justice of India (CJI) Surya Kant and Justice Joymalya Bagchi also requested the NCLAT to hear Vedanta's plea on April 10 on an expedited, out-of-turn basis.

"There is no need to issue any interim direction except that if the managing/monitoring committee decides to take any policy decision, it shall seek permission of the NCLAT," the Court observed.

The Court declined to interfere with the NCLAT's decision approving the Adani Group's resolution plan to take over Jaiprakash Associates Limited. It noted that since the appeal is likely to be decided soon and the appellant's (Vedanta's) interests have been adequately protected by the NCLAT, no further interim directions were necessary.

"Having regard to the nature of the issue and its consequential implications, we request the NCLAT to hear the appeal on an out-of-turn basis. Both sides have assured full cooperation for timely adjudication," the Court noted.

In its plea, Vedanta argued that its revised addendum bid was financially superior, claiming it offered significantly higher value than Adani's plan. Senior Advocate Kapil Sibal, appearing for Vedanta, submitted that its bid was around Rs 3,400 crore higher in gross terms and approximately Rs 500 crore more in net present value.

"Rs 3,400 crore higher in gross value... roughly Rs 500 crore more in net present value," Sibal stated.

He further contended that the NCLAT acknowledged certain issues remained pending but nevertheless proceeded to approve the resolution plan. "NCLAT itself says issues are to be decided, but in the meantime they approve the plan," he argued.

Sibal also submitted that Vedanta had earlier been declared the highest bidder based on value metrics communicated to it. "I received a letter stating I was the highest, both on substantive terms and on NPV basis," he told the Court.

The Court, however, observed that the decision may have been influenced by the upfront payment component, noting that such considerations could have weighed with the Committee of Creditors (CoC). "That may have weighed with the CoC," the CJI remarked.

At the same time, the Court reiterated the limits of judicial review over commercial decisions taken by creditors, observing that such matters fall within their domain of expertise. "The problem is the commercial wisdom and our lack of expertise... at this interlocutory stage," the Bench noted.

Sibal informed the Court that the matter is listed before the NCLAT on April 10.

The Court indicated that, given the pendency before the NCLAT, a time-bound hearing would be appropriate and that a key issue would be whether Vedanta's addendum bid warranted consideration.

During the hearing, Abhishek Manu Singhvi, appearing for the Resolution Professional, outlined the sequence of events leading to the approval of the resolution plan. He submitted that both bidders were aware of the timeline and did not raise objections at the relevant stage. "On November 7, both sides were called... voting was about to start, they left without objection," he said.

He further argued that Vedanta's improved offer came only after the voting process had effectively progressed. "After the process was frozen, Vedanta made a better offer," Singhvi submitted.

The Bench, however, refrained from examining the merits at this stage. "We have our own difficulty; we will not say anything," the Court observed.

The matter is scheduled for final hearing before the NCLAT on April 10, where the tribunal will examine Vedanta's challenge to the approval of the resolution plan.

- ANI