Resolution Applicant Cannot Alter Financial Proposal Through Last-Minute Addendum Post Challenge Process: NCLAT Delhi
Background and Overview
The National Company Law Appellate Tribunal (NCLAT), Delhi Bench, recently delivered a significant ruling in the Corporate Insolvency Resolution Process (CIRP) of Jaiprakash Associates Ltd. (JAL), addressing a critical question of process integrity: can a resolution applicant unilaterally revise its financial proposal through an addendum after the challenge process has concluded and voting has commenced?
The answer, as firmly held by NCLAT, is an emphatic no.
The appeals arose from two orders dated 17.03.2026 passed by the National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj — one rejecting IA No.01/2026 filed by Vedanta Ltd., and the other approving the Resolution Plan of M/s Adani Enterprises Ltd. (Respondent No.3) in IA (Plan) No.11/2025. Vedanta Ltd., as an unsuccessful resolution applicant, challenged both orders before the Appellate Tribunal.
Factual Matrix: How the CIRP Unfolded
Initiation of CIRP
The insolvency proceedings against Jaiprakash Associates Ltd. were initiated pursuant to an application filed by ICICI Bank Ltd. under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC), being CP(IB)No.330/ALD/2018. The CIRP commenced vide order dated 03.06.2024, with Shri Bhuvan Madan appointed as the Interim Resolution Professional (IRP), subsequently confirmed as the Resolution Professional (RP) by the Committee of Creditors (CoC).
Expression of Interest and RFRP
On 10.01.2025, the RP published Form-G inviting Expressions of Interest (EoIs). Five entities submitted EoIs and were included in the final list of Prospective Resolution Applicants — Vedanta Ltd., Adani Enterprises Ltd., Dalmia Cement (Bharat) Ltd., Jindal Power Ltd., and PNC Infratech Ltd.
In its 12th CoC Meeting held on 19.04.2025, the CoC decided to issue the Request for Resolution Plan (RFRP), which was duly issued to all resolution applicants on 24.04.2025. The RFRP contained comprehensive terms and conditions, evaluation criteria, and the complete resolution plan submission process.
Receipt of Plans and Challenge Process
Six resolution plans were received by 12.08.2025. Upon reviewing them in its 19th CoC Meeting, the CoC concluded that the commercial proposals were sub-optimal given the business and asset profile of JAL. Accordingly, the CoC decided to conduct a Challenge Process — a structured bidding mechanism aimed at identifying the highest committed financial proposal on a Net Present Value (NPV) basis for secured financial creditors.
A Process Note was issued on 28.08.2025, detailing the steps, rules, and minimum threshold. The Process Note established:
- A minimum NPV threshold of ₹12,000 crores for secured financial creditors
- Each subsequent bid in Round 2 onwards had to improve on NPV by at least ₹250 crores
- Post-challenge process, each resolution applicant was required to submit a final draft resolution plan incorporating the highest bid under the Identified Criteria
- All final resolution plans were to be put to simultaneous vote in accordance with
Regulation 39(3)of the CIRP Regulations
Challenge Process and Finalization
The Challenge Process was conducted during the 20th CoC Meeting on 05.09.2025. Only Vedanta Ltd. and Adani Enterprises Ltd. participated actively. Vedanta engaged across five rounds of bidding, and at the close of the fifth round, its bid of ₹12,505.85 crores (on NPV basis) emerged as the highest. On the same date, the RP issued an email to all resolution applicants intimating them of the closure of the challenge process and the highest NPV figure attained.
Important: The RP's email merely communicated the closure of the challenge process and the highest NPV value — it did not declare Vedanta as the H1 bidder.
Final signed resolution plans were received from all applicants on 14.10.2025. In the 22nd CoC Meeting on 15.10.2025, plans were opened in the presence of CoC members and representatives of all resolution applicants. Certain clarifications on legal compliance aspects were also obtained from all applicants on that date itself.
23rd CoC Meeting and Commencement of Voting
The 23rd CoC Meeting was held on 07.11.2025, wherein:
- All signed resolution plans were discussed and deliberated in the presence of representatives of all resolution applicants, including Vedanta
- The evaluation report submitted by BDO India LLP (appointed by the CoC for feasibility and viability analysis) was presented and discussed
- The Evaluation Matrix scores of each resolution plan were shared
- The CoC decided to put all five resolution plans to vote, scheduled from 10.11.2025 to 28.11.2025
Vedanta's representative was present throughout this meeting and raised no objection to the process or the voting schedule.
The Addendum: Core Controversy
What Vedanta Submitted
On 08.11.2025 — just one day after the 23rd CoC meeting — Vedanta sent an email to the RP along with an Addendum to its Resolution Plan dated 14.10.2025. The Addendum proposed the following material changes:
- Increase in upfront cash payment to secured financial creditors from ₹3,770 crores to ₹6,563 crores, by advancing payment of the first tranche of Non-Convertible Debentures
- Enhancement of equity/quasi-equity infusion into the corporate debtor from ₹400 crores to ₹800 crores
Vedanta's position was that the Addendum was merely clarificatory in nature and did not alter the overall NPV of its resolution plan. It argued that the CoC ought to have considered the Addendum in the interest of value maximisation as mandated under the IBC.