New Delhi, Apr 21 (PTI) The conduct of the resolution professional of Jaiprakash Associates Ltd (JAL) seeking information from bidders on specific aspects cannot be termed as irregularity and challenging it is "indirectly" permitting a judicial review of the commercial wisdom of lenders, Adani Enterprises told NCLAT on Tuesday.
Moreover, the evaluation metrics, which Vedanta questioned before the National Company Law Appellate Tribunal (NCLAT), was disclosed to all parties from the beginning and was accepted by all bidders, Adani's counsel Ritin Rai said.
On the addendum submitted by Vedanta after closure of the challenge process, Adani's counsel said if it was entertained, the integrity of the process itself would have become vulnerable.
The CoC has identified certain ambiguities and directed the RP to seek clarifications from all resolution applicants, following which he issued an email on November 5 seeking clarifications from all applicants on specific aspects.
The RP did not take any independent or unilateral decision; he merely communicated the CoC's queries and placed the responses before it.
"Where the RP acts strictly on the CoC's instructions, such conduct cannot be characterised as a material irregularity. To hold otherwise would blur the statutory distinction between the RP and the CoC and would indirectly permit a challenge to the CoC's commercial wisdom in the guise of judicial review," he said.
Moreover, RFRP (request for resolution plan) also makes clear that resolution plans are to be evaluated as per the evaluation metrics, along with feasibility and viability under the code and the CIRP regulations, Rai added.
"The evaluation metrics was disclosed at the very beginning. All parties knew the rules of the game from inception. Both the quantitative and qualitative criteria, and the weight attached to them, formed part of the process from the start," he added.
Vedanta, during the arguments, questioned the evaluation metrics adopted by the lenders of JAL, on which Adani Enterprises was selected as the highest bidder.
Replying to it, RAI said, "The evaluation metrics is not confined to net present value alone. It is entirely normal for a resolution process to evaluate multiple parameters. The regulations themselves contemplate an evaluation metrics with different parameters and the manner of applying them."
On Vedanta's claims of being the highest bidder, Rai said the RFRP did not specify that NPV is the sole criterion for evaluation.
"That is important, because Vedanta's case proceeds as though being highest on NPV automatically makes it the winning bidder. The RFRP does not support that interpretation," he said.
Vedanta, in its two petitions challenging the lenders' decision to accept Adani's takeover offer, had contended that its addendum bid is about Rs 3,400 crore higher in gross value terms and roughly Rs 500 crore higher in net present value (NPV) than the Adani Group's offer.
Solicitor General Tushar Mehta, on Monday, while arguing before NCLAT, suspected a leak of information of the bidding processes.
Mehta said Vedanta submitted an addendum on November 8, 2025, after the challenge process was concluded.
Vedanta had proposed an equity infusion of Rs 400 crore within 180 days in its resolution plan and in the addendum, this amount has been increased to Rs 800 crore from the effective date of the plan. However, it was not considered by the CoC of JAL.
Over Vedanta's claim to be the highest bidder, Rai said, "The challenge process only identifies the highest financial proposal on the identified criterion. It does not determine the final winner by itself."
The final evaluation still must take place under the code, the CIRP regulations, the RFRP, and the evaluation metrics, he added.
Moreover, by participating in the challenge process, every resolution applicant is deemed to have accepted all terms of the process note as final and binding. Those terms expressly prohibit changes after the challenge process is over. That prohibition is central to the present dispute, he added.
After the conclusion of Adani's arguments, the bench comprising Chairperson Justice Ashok Bhushan and Member (Technical) Barun Mitra posted the matter for the next hearing on Wednesday. Vedanta will reply to the arguments of RP, CoC, and Adani Enterprises.
Vedanta has filed two petitions challenging the March 17 order by the Allahabad bench of NCLT, which approved Adani Enterprises' Rs 14,535-crore bid to acquire JAL through the insolvency process.