NCLT Allahabad Approves Adani Enterprises’ Resolution Plan for Jaiprakash Associates with 93.81% CoC Vote

Key Facts and Tribunal Findings

The National Company Law Tribunal (NCLT), Allahabad Bench, approved the resolution plan submitted by Adani Enterprises Limited for Jaiprakash Associates Limited (JAL) under Sections 30(6) and 31(1) of the Insolvency and Bankruptcy Code, 2016. The plan had been approved by the Committee of Creditors (CoC) with a 93.81% voting share. The Corporate Insolvency Resolution Process (CIRP) against JAL was initiated on 3 June 2024 following admission of an application filed by ICICI Bank under Section 7 of the Code. The Resolution Professional conducted the CIRP, including claims verification, constitution and reconstitution of the CoC, and invitation of expressions of interest through Form G.

A total of 25 prospective resolution applicants were shortlisted, out of which six entities submitted resolution plans. After evaluation and elimination of non-compliant bids, five plans were considered. A structured challenge process was conducted to maximise value, involving multiple bidding rounds based on net present value parameters. Following evaluation under the prescribed matrix and detailed deliberations on feasibility and viability, the CoC selected Adani Enterprises Limited as the successful resolution applicant. The plan received the highest score (89.76) among competing bids and was subsequently approved through e-voting.

The Tribunal noted that the resolution plan complied with statutory requirements, including eligibility under Section 29A, as verified through an independent due diligence process. It also recorded that all procedural steps under the CIRP framework—including issuance of the Information Memorandum, Request for Resolution Plan, evaluation process, and CoC deliberations—were duly followed. Financially, the approved plan provides for a total resolution value exceeding ₹1.53 lakh crore, including payments to financial creditors, operational creditors, employees, and other stakeholders, along with capital infusion for business revival. The Tribunal further observed that the CIRP timeline, including extensions and exclusions granted during the process, remained within the permissible statutory framework. Accordingly, the application for approval of the resolution plan was held to be valid and within limitation.

Legal Analysis

The Tribunal reaffirmed the centrality of the “commercial wisdom” of the CoC in approving resolution plans, emphasizing that judicial intervention is limited to ensuring compliance with the provisions of the Code. It noted that the evaluation of feasibility, viability, and distribution mechanism among stakeholders falls within the exclusive domain of the CoC, provided statutory safeguards under Section 30(2) are satisfied. The approval of the plan with an overwhelming majority was treated as a decisive factor.

The order also underscores the legal validity of structured bidding mechanisms such as challenge processes, provided they are conducted transparently and in accordance with the CIRP Regulations. On eligibility, the Tribunal accepted the findings of independent verification under Section 29A, reinforcing that due diligence and disclosure-based compliance are critical in resolution proceedings. Further, the decision highlights that post-submission modifications to resolution plans, particularly after closure of the bidding process, are impermissible where contrary to the process framework approved by the CoC.

Overall, the ruling affirms procedural rigor, creditor primacy, and structured resolution mechanisms as key pillars of the insolvency framework under the IBC.