Commercial Wisdom, Value Maximisation, and the Limits of Judicial Review - the Jaiprakash Associates insolvency case

Despite a higher bid by Vedanta to the tune of Rs.2583 cr (revised vide Addendum), Adani’s resolution plan was accepted by the COC and NCLT and further neither the NCLAT nor the Hon’ble Supreme Court of India has granted stay against the NCLT order/ judgment dated 17th March 2026 approving the plan of Adani. While there may be justifiable reasons for choosing the plan of Adani by the COC, one of the most important aspects was Adani offering more upfront cash rather than Vedanta. However, as stated above, Vedanta later revised the upfront cash from Rs.3770 cr earlier to Rs.6563 cr. After approval by the NCLT which formalised the takeover of JAL by Adani as no superior court has granted intervention on the takeover process. On the contrary, NCLAT vide its order dated 24th March 2026 has stated that the implementation of the plan shall go on and shall be abide by the result of the appeal. Vedanta challenged the NCLAT order dated 24th March before the Supreme Court, who vide its order dated 6th April, 2026 declined to stay the NCLAT order, but has given a small concession that if the ‘Monitoring Committee’ (formed for implementation of plan) decides to take a major policy decision, it may seek leave of the NCLAT. The question is when the NCLAT has permitted the implementation of the plan, what else could be other major decision?This path is firmly based on what has come before. In cases like Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta, Jaypee Kensington Boulevard Apartments Welfare Association v. NBCC (India) Ltd. the Courts / Tribunal held that CoC's commercial wisdom will be the prime. However, in the case of Rajputana Properties vs Ultratech & Ors (Binani Cement insolvency case), the NCLAT considering the object of the IBC, went by “maximization of value of assets”. In Binani cement case, the COC as per its commercial wisdom had initially approved the Rajputana (Dalmia Group) plan by a vote of over 99% percent. However, the NCLT & NCLAT directed the COC to reconsider the revised plan of Ultratech Cement (who had revised its plan after initial submission), which plan was finally approved and implemented. The question is going by the maximization of value of assets, why Vedanta revised plan which offers higher payouts to the creditors and other stakeholders has not being considered over Adani’s plan. Here the rationale which has been put forth is that it is the ‘commercial wisdom” of the COC. But when you tend to be more important than maximizing overall value. So, even though the CoC's decision will probably hold up in court, it also brings to light structural problems in the IBC framework that need to be looked at more closely.