Vineet Goel Vs A.N. Buildwell Private Ltd & Ors. (Delhi High Court)
Summary: The Delhi High Court allowed connected Company Appeals challenging the sanction of a Revival Scheme under Sections 391 to 393 of the Companies Act, 1956 for A.N. Buildwell Private Limited. The appellants, being allottees/investors in the “Spire Edge” and “Spire Woods” projects, contended that the scheme did not adequately protect their contractual and financial rights and that votes cast “for, with modification” had wrongly been treated as unconditional approval.
The Court held that although it ordinarily does not substitute its view for the commercial wisdom of stakeholders approving a scheme, such deference arises only after statutory requirements are satisfied. The Company Court must determine whether the scheme ultimately sanctioned was actually approved by the requisite majority, whether stakeholders had sufficient information to make an informed decision and whether the arrangement was just, fair and reasonable.
A significant number of stakeholders had voted “for, with modification”. The Court found that these conditional votes could not automatically be aggregated with unconditional votes without examining the nature and legal effect of the modifications, particularly where they concerned substantive rights such as assured returns, lease commitment charges and obligations under Builder Buyer Agreements.
