VINEET GOEL Vs A.N. BUILDWELL PRIVATE LTD & ORS.

CO.APP. 11/2020 and connected matters Page 1 of 32

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* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on: 04.08.2026

Judgment pronounced on: 13.08.2026

Judgment uploaded on: 13.08.2026

# CNR No. DLHC010236272020

+ CO.APP. 11/2020, CM APPL. 14993/2021, CM APPL.

55543/2023, CM APPL. 68286/2025, CM APPL. 68289/2025

and CM APPL. 13172/2026

VINEET GOEL .....Appellant

Through: Mr. Animesh Sinha, Mr.

Shubham Budhiraja, Ms. Ishita

Pandey, Advs.

versus

A.N. BUILDWELL PRIVATE LTD & ORS. .....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shivank Pratap Singh, Ms.

Priya Singh, Mr. Samyak Jain,

Advs. for SELFC.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for

Applicant in CM APPL.

68286/2025.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

Mr. Arnav Kumar, Ms.

Akanksha Singh, Ms. Preeti

Pant, Advs. for Spire Woods

Residents Welfare Association.

# CNR No. DLHC010275812020

+ CO.APP. 12/2020, CM APPL. 14995/2021, CM APPL.

13138/2026 and CM APPL. 13139/2026

VIJAY GUPTA .....Appellant

Through: Ms. Pragya Kumar, Adv.

versus

CO.APP. 11/2020 and connected matters Page 2 of 32

A N BUILDWELL PRIVATE LIMITED & ORS.

.....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for

Applicant in CM APPLs.

13138-39/2025.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

Mr. Arnav Kumar, Ms.

Akanksha Singh, Ms. Preeti

Pant, Advs. for Spire Woods

Residents Welfare Association.

# CNR No. DLHC010275772020

+ CO.APP. 13/2020, CM APPL. 14997/2021 and CM APPL.

68294/2025

SONU GARG .....Appellant

Through: Mr. Vijay Gupta, Mr. Pardeep

Chauhan, Advs.

versus

A N BUILDWELL PRIVATE LIMITED & ORS.

.....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for

Applicant in CM APPL.

68294/2025.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

CO.APP. 11/2020 and connected matters Page 3 of 32

# CNR No. DLHC010118932021

+ CO.APP. 4/2021 and CM APPL. 68290/2025

VIJAY SHANKAR PANDEY .....Appellant

Through: Mr. Lakshay Khanna, Adv.

versus

A N BUILDWELL PVT LTD & ORS. .....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for

Applicant in CM APPL.

68290/2025.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

Mr. Arnav Kumar, Ms.

Akanksha Singh, Ms. Preeti

Pant, Advs. for Spire Woods

Residents Welfare Association.

# CNR No. DLHC010149802021

+ CO.APP. 5/2021

VIJAY SHANKAR PANDEY .....Appellant

Through: Mr. Lakshay Khanna, Adv.

versus

M/S A N BUILDWELL PVT LTD & ORS. .....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for R-4.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

Mr. Arnav Kumar, Ms.

Akanksha Singh, Ms. Preeti

CO.APP. 11/2020 and connected matters Page 4 of 32

Pant, Advs. for Spire Woods

Residents Welfare Association.

# CNR No. DLHC010300742021

+ CO.APP. 7/2021, CM APPL. 33578/2021, CM APPL.

13140/2026 and CM APPL. 13141/2026

RENUKA KULKARNI .....Appellant

Through: Mr. Lakshay Khanna, Adv.

versus

A.N. BUILDWELL PVT. LTD. (THROUGH OFFICIAL

LIQUIDATOR) & ORS. .....Respondents

Through: Mr. Vikrant Pachnanda, Mr.

Mukul Katyal, Advs. for R-3.

Mr. Shlok Chandra, Mr

Parikshit Singh Bhati, Ms

Lolita Crasta, Advs. for

Applicant in CM APPLs.

13140-41/2026.

Ms. Ruchi Sindhwani, Ms.

Megha Bharara, Adv. for OL.

Mr. Nidhi Raman, CGSC with

Mr. Arnva Mittal, Adv. for

RoC.

CORAM:

HON'BLE MR. JUSTICE ANIL KSHETARPAL

HON'BLE MS. JUSTICE SHAIL JAIN

J U D G M E N T

ANIL KSHETARPAL, J.:

1. Vide this common Judgment, six (06) connected Company

Appeals, namely, Company Appeal Nos.11/2020, 12/2020, 13/2020,

4/2021, 5/2021 and 7/2021, preferred under Section 483 of the

Companies Act, 1956 [hereinafter referred to as „Companies Act‟],

challenging the common Judgment dated 17.02.2020 passed by the

learned Single Judge in Company Petition No.6/2019, whereby the

Scheme of Compromise and Arrangement [hereinafter referred to as

CO.APP. 11/2020 and connected matters Page 5 of 32

„Revival Scheme‟] under Sections 391 to 393 of the Companies Act

came to be sanctioned, shall stand decided by this common judgment.

2. The principal question which arises for consideration is whether

the learned Single Judge was justified in sanctioning the Revival

Scheme, having regard to the objections raised by the Appellants, who

are allottees/investors in the projects of Respondent No.1, A.N.

Buildwell Private Limited [hereinafter referred to as „the Company‟].

The Appellants principally contend that the Revival Scheme is neither

fair nor equitable to the allottees, the interests of different classes of

allottees have not been adequately protected, the Revival Scheme as

sanctioned materially departs from the one placed before the

stakeholders for approval, and the learned Single Judge failed to

subject the Revival Scheme to the degree of judicial scrutiny

contemplated under Sections 391 to 393 of the Companies Act.

3. Since all the Appeals arise out of the common Judgment dated

17.02.2020 and involve overlapping questions of fact and law, they

were heard analogously and are being decided by this common

Judgment. For the sake of convenience and to avoid repetition,

Company Appeal No.11/2020 is being treated as the lead appeal.

Accordingly, the factual matrix is being noticed principally from the

pleadings in the said Appeal, while the distinct contentions and

individual grievances raised in the remaining Appeals shall be dealt

with at the appropriate stage.

FACTUAL MATRIX:

4. In order to comprehend the controversy involved in the present

Appeals, the relevant facts, in brief, are required to be noticed.

CO.APP. 11/2020 and connected matters Page 6 of 32

5. The Company was engaged in the business of development of

real estate projects in Gurugram, Haryana. Its projects comprised both

commercial and residential developments, including the commercial

project known as „Spire Edge‟, consisting of different commercial

blocks and office spaces, and the residential project known as „Spire

Woods‟. In order to finance the development of the aforesaid projects,

the Company invited bookings from members of the public by

allotting commercial units, office spaces and residential units under

separate Builder Buyer Agreements [hereinafter referred to as

„BBAs‟].

6. The Appellants are amongst such allottees/investors who

booked commercial and/or residential units in the aforesaid projects

pursuant to the respective BBAs executed with the Company. It is

their case that substantial amounts, and in several cases the entire sale

consideration, stood paid to the Company in terms of the respective

allotments.

7. According to the Appellants, the BBAs envisaged completion

of the projects and delivery of possession within the stipulated

timelines. In respect of the commercial units in the Spire Edge project,

the Company had also assured returns @12% per annum on the

amounts deposited till completion of the project. The BBAs further

stipulated that in the event the project was not completed by the

agreed date, the Company would be liable to pay compensation for

delay at the rate of Rs.55/- per square foot per month, apart from the

assured returns, besides other contractual obligations incorporated

therein. The BBAs further provided that, in the event of default by the

Company in making payments due to the allottees, interest @1% per

CO.APP. 11/2020 and connected matters Page 7 of 32

month would be payable on the defaulted amount.

8. It is the common case of the Appellants that despite receiving

substantial consideration from the allottees, the Company failed to

complete the projects within the stipulated timelines envisaged under

the respective BBAs. The Appellants allege that possession was either

not offered in accordance with the contractual stipulations or was

offered without the requisite statutory approvals, including the

completion/occupation certificate, resulting in disputes between the

Company and the allottees. It is further their case that the Company

failed to honour various contractual obligations under the BBAs.

9. In addition to the aforesaid common grievances, the Appellant

in Company Appeal No.11/2020 has specifically pleaded that

although the BBAs represented that the land on which the Spire Edge

project was developed had been allotted by the Haryana State

Industrial and Infrastructure Development Corporation („HSIIDC‟) on

a freehold basis and that the units would be allotted on a perpetual

lease basis, he was informed, at the stage of the offer of possession,

that the lease deeds would be executed only for a period of twenty-

nine (29) years at a time, renewable in accordance with the prevailing

policy of HSIIDC. It is further alleged that despite repeated requests,

the Company failed to furnish the requisite completion certificate.

According to the said Appellant, upon issuance of the possession

letter, the Company also discontinued payment of the assured returns

and failed to discharge its contractual obligation of paying delay

compensation and interest on the defaulted amounts, ultimately

compelling him to initiate civil and criminal proceedings against the

Company and its Directors.

CO.APP. 11/2020 and connected matters Page 8 of 32

10. Owing to mounting financial difficulties and the Company‟s

alleged failure to discharge its financial and contractual obligations

towards various stakeholders, including the allottees, several winding-

up petitions came to be instituted before this Court. During the

pendency of the winding-up proceedings, the Official Liquidator

attached to this Court was appointed as the Provisional Liquidator of

the Company. Thereafter, a proposal for revival of the Company by

way of Revival Scheme was placed before the learned Single Judge.

Pursuant to the orders passed by the learned Single Judge, meetings of

the different classes of creditors, allottees and other stakeholders were

convened for considering the proposed Revival Scheme.

11. Upon the meetings being conducted, the respective

Chairpersons submitted their reports recording the voting pattern of

the different classes of stakeholders. The proposed Revival Scheme,

having secured the requisite statutory majority, was thereafter

considered by the learned Single Judge. By the Impugned Judgment

dated 17.02.2020, the learned Company Judge sanctioned the Revival

Scheme, while overruling the objections preferred by certain allottees

and objectors and issuing consequential directions for its

implementation. According to the Appellants, the Revival Scheme as

ultimately sanctioned materially differed from the Scheme which had

been placed before the stakeholders for approval and failed to

adequately safeguard the interests of certain categories of allottees.

12. In addition to the aforesaid common facts, the Appellant in

Company Appeal No.11/2020 has specifically pleaded that the

proposed Revival Scheme was founded on suppression of material

facts and incorrect disclosures regarding the status of possession, the

CO.APP. 11/2020 and connected matters Page 9 of 32

rights of certain allottees, and the pendency of civil and criminal

proceedings. It is further alleged that the Revival Scheme failed to

recognise a separate category of allottees who had not accepted

possession on account of the absence of the completion certificate and

that several statements made in support of the Revival Scheme were

factually incorrect.

13. Besides the common challenge to the sanction of the Revival

Scheme, the present Appeals also raise certain distinct questions

arising out of the individual facts and contractual rights of the

respective Appellants. These include, inter alia, the legality of

modifications carried out to the Revival Scheme after obtaining the

approval of the stakeholders without convening fresh meetings, the

validity of the classification of creditors and allottees into separate

classes for the purposes of voting, the treatment accorded to different

categories of allottees under the sanctioned Scheme, the effect of the

Scheme upon the contractual rights flowing from the respective

BBAs, and other issues arising from the peculiar facts and contractual

arrangements forming the subject matter of the individual Appeals.

14. Having noticed the factual background leading to the sanction

of the Revival Scheme and the institution of the present Appeals, this

Court shall now proceed to examine the rival submissions advanced

on behalf of the parties.

CONTENTIONS OF THE PARTIES:

15. Heard learned counsel for the parties at length and perused the

record placed before the Court.

CO.APP. 11/2020 and connected matters Page 10 of 32

16. Learned counsel appearing on behalf of the Appellants have

assailed the Impugned Judgment principally on the ground that the

learned Single Judge proceeded to sanction the Revival Scheme

merely upon being satisfied that the requisite statutory majority had

voted in favour thereof, without adequately examining whether the

Revival Scheme, in its substance and effect, was fair, reasonable and

equitable to the different categories of allottees. It is submitted that the

jurisdiction of the Company Court under Sections 391 to 393 of the

Companies Act is not merely ministerial and the Court is required to

independently satisfy itself that the Revival Scheme is not oppressive,

unconscionable or prejudicial to the interests of the stakeholders who

are bound by it.

17. It is further submitted that the Revival Scheme placed before

the allottees for voting contained different options, including an option

to vote “for, with modification”. According to the Appellants, a

substantial number of allottees had voted in favour of the Revival

Scheme subject to specific modifications and conditions. Such

conditional assent, it is submitted, could not have been treated as an

unconditional approval of the Revival Scheme. The learned Single

Judge, according to the Appellants, erred in treating the objections and

modifications as having been considered and rejected without

examining whether the Revival Scheme, as ultimately sanctioned,

corresponded with the Revival Scheme which had actually received

the requisite approval.

18. The Appellants have also questioned the manner in which the

interests of different categories of allottees were dealt with under the

Revival Scheme. In particular, the Appellants have pointed out that

CO.APP. 11/2020 and connected matters Page 11 of 32

the contractual rights flowing from the respective BBAs, including the

assured returns, lease commitment charges, compensation for delay,

interest on defaulted payments and the obligation to provide lawful

and usable possession, could not have been diluted or altered merely

by sanctioning a revival arrangement, unless the statutory

requirements for such alteration were strictly complied with and the

interests of the affected allottees were adequately protected.

19. Learned counsel representing the Appellants have further

submitted that material facts concerning the status of the projects, the

possession offered to the allottees, the statutory approvals and

completion/occupation certificates, the status of the leasehold rights

and the pending liabilities of the Company were either not placed

before the learned Single Judge in their correct perspective or were not

adequately examined while considering the Revival Scheme. It is

submitted that the Revival Scheme was premised on representations

regarding the feasibility and completion of the projects, whereas the

subsequent developments demonstrate that substantial hurdles

continued to remain in the implementation of the Scheme.

20. Insofar as the Spire Edge project is concerned, it has been

submitted that although possession of certain units in Towers B, C and

D had been offered and taken by a large number of allottees, disputes

continued regarding the completion of the project, statutory approvals,

lease documentation, payment of assured returns and other contractual

dues. According to the Appellants, these matters were material to the

determination of the rights of the allottees and should have been

considered while assessing whether the Revival Scheme adequately

protected their interests.

CO.APP. 11/2020 and connected matters Page 12 of 32

21. The Appellants have also relied upon the subsequent conduct of

the parties to demonstrate that the concerns raised by them were not

merely speculative. It is pointed out that, even after sanction of the

Revival Scheme, considerable difficulties arose in obtaining statutory

approvals, renewal of licences, change of status of the Company and

handing over of possession of portions of the project. In relation to the

Spire Woods project, the revival and renewal of the requisite licence

itself remained subject to further proceedings and compliance with

conditions imposed by the competent authorities. The Appellants

submit that these developments reinforce their contention that the

feasibility of the Scheme had not been subjected to adequate scrutiny

at the stage of its sanction.

22. It is also submitted that the Revival Scheme contemplated

completion of the projects within specified periods and was founded

upon certain commitments by the propounders and the proposed

developers. The subsequent record, however, discloses that the

implementation of the Revival Scheme encountered substantial

impediments and that some of the essential steps contemplated under

the Revival Scheme were not undertaken within the stipulated time.

The Appellants contend that the Court could not have sanctioned the

Revival Scheme without satisfying itself, on the material then

available, that the proposed mechanism was capable of protecting the

investments and contractual rights of the allottees.

23. Per contra, learned counsel representing the Respondents have

supported the Impugned Judgment and submitted that the Revival

Scheme was approved by the requisite majority of the stakeholders

and was consequently binding upon all concerned. It is submitted that

CO.APP. 11/2020 and connected matters Page 13 of 32

the Company was facing liquidation and that the Revival Scheme

provided the only realistic mechanism for protecting the interests of

the allottees and reviving the projects.

24. It is further submitted on behalf of the Respondents that the

majority of the allottees had supported the Revival Scheme and that

the Court should not substitute its own view for the commercial

wisdom of the stakeholders. Reliance has also been placed upon the

progress made after sanction of the Revival Scheme, including

infusion of funds by the Propounders, execution of the Joint

Development Agreement [hereinafter referred to as „JDA‟] in relation

to the Spire Woods project, steps taken for renewal of the requisite

licences and permissions and efforts made towards completion and

restoration of the projects.

25. In relation to the objections concerning the voting process, it is

submitted that the modifications accompanying the ballots were duly

noticed and considered by the learned Single Judge and that the

substance of the principal objection relating to the continuation of

criminal proceedings had already been dealt with in the Impugned

Judgment. It is therefore submitted that no prejudice can be said to

have been caused to the Appellants on account of the manner in which

the votes were considered.

26. The Respondents have also contended that the Appellants

represent only a small minority of the allottees and that setting aside

the Revival Scheme at this stage would seriously prejudice the large

number of allottees who have supported the Revival Scheme and are

awaiting completion of their respective projects. It is submitted that

CO.APP. 11/2020 and connected matters Page 14 of 32

the Court should have regard to the interests of the overwhelming

majority of the allottees and should not permit a small number of

dissenting allottees to frustrate the revival process.

27. No other submissions have been made by learned counsel

representing the parties.

ANALYSIS AND FINDINGS:

28. This Court has given its thoughtful consideration to the rival

submissions advanced by learned counsel representing the Appellants,

the propounders of the Revival Scheme, the Company, the Official

Liquidator and the other Respondents. This Court has also carefully

perused the Revival Scheme, the reports of the Chairpersons of the

meetings, the Modification Slip, the objections placed before the

learned Single Judge, the Impugned Judgment dated 17.02.2020, the

subsequent orders passed in the proceedings arising therefrom and the

material placed before this Court during the pendency of the present

Appeals.

29. At the outset, this Court deems it appropriate to delineate the

scope of interference in an appeal against an order sanctioning a

Scheme under Sections 391 to 393 of the Companies Act. There can

be no quarrel with the proposition that the Court does not sit in appeal

over the commercial wisdom of the creditors or members who, upon

being duly informed and acting bona fide, approve a scheme by the

requisite statutory majority. The Court is not required to determine

whether a different scheme would have been commercially more

advantageous or whether the terms of the scheme could have been

improved.

CO.APP. 11/2020 and connected matters Page 15 of 32

30. The aforesaid limitation, however, operates only after the Court

has satisfied itself that the statutory requirements governing sanction

of the scheme stand fulfilled. The commercial wisdom of the majority

cannot displace the statutory duty of the Court to ascertain whether the

scheme placed before the Court is the scheme which was approved by

the requisite majority, whether the material placed before the voters

was sufficient to enable an informed decision, whether the class acted

bona fide and fairly, whether the scheme is just, fair and reasonable to

the class as a whole, whether it is contrary to law or public policy,

and, in the case of a company under liquidation, whether the

arrangement genuinely provides for revival and protection of the

interests of the stakeholders rather than merely postponing or

circumventing the consequences of liquidation.

31. These principles are not matters of appellate policy but

constitute the very parameters within which the jurisdiction under

Sections 391 to 393 of the Companies Act is required to be exercised.

The decision of the Supreme Court in Meghal Homes (P) Ltd. v.

Shree Niwas Girni K.K. Samiti & Ors.1, relied upon in the Impugned

Judgment itself, recognises that the Court must examine whether the

statutory procedure has been complied with, whether the requisite

majority has approved the scheme, whether the members or creditors

had the relevant material to arrive at an informed decision, whether

the decision is just and fair to the class as a whole, whether the scheme

is contrary to law or public policy, whether the stakeholders acted

bona fide and whether the scheme as a whole is just, fair and

reasonable. The same decision also makes it clear that, once these

1 (2007) 7 SCC 753

CO.APP. 11/2020 and connected matters Page 16 of 32

requirements are satisfied, the Court does not sit in appeal over the

commercial wisdom of the majority.

32. Thus, the question before us is not whether the Revival Scheme

was commercially preferable to liquidation, nor whether the majority

of stakeholders could have arrived at a different commercial

arrangement. The question is narrower and anterior: whether the

statutory majority contemplated by Section 391(2) of the Companies

Act had, in fact, agreed to the Revival Scheme which came to be

sanctioned by the learned Single Judge, and whether the Court had

before it sufficient material to record the requisite satisfaction for

sanction thereof.

33. In the considered view of this Court, this distinction assumes

decisive significance in the present case.

Re: Votes cast “For, with Modification”

34. The principal difficulty arises from the manner in which the

votes cast by the allottees of Blocks B, C and D of the Spire Edge

Project have been treated.

35. The Chairman‟s Report records that, out of 384 valid votes, 22

votes were cast in favour of the Revival Scheme without modification,

293 votes were cast in favour of the Revival Scheme with

modification, 19 votes were cast against without modification and 50

votes were cast against with modification. Thus, while 315 votes were

categorised as being “for” the Revival Scheme, the overwhelming

majority, namely 293 votes, were expressly accompanied by

modifications.

CO.APP. 11/2020 and connected matters Page 17 of 32

36. The learned Single Judge noticed the aforesaid voting pattern

and recorded that 82% of the valid votes had been cast, by the

investors present and voting, in favour of the Revival Scheme,

resulting in approval by more than 75% of the creditors present and

voting. The learned Single Judge thereafter proceeded on the basis that

the majority had approved the Scheme “with modification” and

declined to interfere, inter alia, on the ground that the Court could not

sit in appeal over the commercial wisdom of the majority.

37. However, this Court is of the considered opinion that the

aforesaid approach overlooks the anterior question arising from the

very nature of the votes cast.

38. Section 391(2) of the Companies Act requires a majority in

number representing three-fourths in value of the creditors, or class of

creditors, present and voting, to agree to the compromise or

arrangement. The statutory requirement is, therefore, not satisfied

merely because a numerical majority has been categorised as having

voted “for”. What is required to be ascertained is whether the requisite

majority agreed to the arrangement which the Court was ultimately

called upon to sanction.

39. A vote cast “for” the Scheme simpliciter expresses assent to the

Scheme as placed before the meeting. A vote cast “for, with

modification” is, by its very description, conditional upon the

modification accompanying the vote. The two cannot be treated as

identical without first examining the nature and effect of the condition

attached to the latter vote.

CO.APP. 11/2020 and connected matters Page 18 of 32

40. This distinction assumes significance where the modifications

are substantive and concern the contractual and financial rights of the

allottees under the BBAs, including assured returns, lease

commitment charges and other obligations relating to the projects. The

modifications, therefore, could not be treated as merely clerical or

inconsequential matters of form.

41. The distinction is therefore not one of form. The modifications

went to the substantive rights and obligations of the allottees. If the

modifications were accepted, the arrangement assented to by such

voters would be one arrangement. If they were rejected, the

arrangement would be materially different.

42. Once this position is appreciated, the conditional votes could

not have been aggregated with the unconditional votes and treated as

an unqualified approval of the Revival Scheme. The learned Single

Judge was required to examine the precise terms of the modifications

and determine their legal effect before concluding that the requisite

statutory majority had approved the Scheme ultimately sanctioned.

43. This Court is conscious that the Chairman‟s Report is an

important document and that the voting result recorded therein

ordinarily deserves due weight. The present enquiry is not directed

towards questioning the manner in which the meeting was conducted

or substituting this Court‟s assessment for that of the Chairman. The

issue is the legal consequence to be attached to the votes recorded

therein while exercising jurisdiction under Section 391 of the

Companies Act.

CO.APP. 11/2020 and connected matters Page 19 of 32

44. If the 293 votes were conditional upon acceptance of the

modifications and those modifications were ultimately not

incorporated into the Revival Scheme, such votes could not, without

further examination, be treated as unconditional assent to the Scheme

in its original form. At the very least, the Court was required to

determine whether, notwithstanding the modifications, those votes

could lawfully constitute assent to the Scheme ultimately sanctioned.

45. No such exercise is discernible from the Impugned Judgment.

The modifications appear to have been considered substantially as

objections seeking better terms, while the aggregate votes in favour

were treated as constituting the requisite majority. In the considered

view of this Court, this conflated two distinct stages of the statutory

enquiry: first, whether the requisite majority had agreed to the

arrangement; and second, whether the Court should sanction the

arrangement so approved.

46. Commercial wisdom cannot be invoked to overcome

uncertainty as to whether the statutory majority had, in fact, assented

to the arrangement being sanctioned. It becomes relevant only after

the existence of the requisite statutory assent is established.

47. This Court is, therefore, unable to sustain the finding that the

Revival Scheme had obtained the requisite statutory majority merely

by aggregating the votes cast “without modification” with those cast

“with modification”, without first determining the legal effect of the

conditions attached to the latter category.

CO.APP. 11/2020 and connected matters Page 20 of 32

Re: Nature of the Modifications and Contractual Rights

48. The Respondents have contended that the modifications sought

by the allottees were merely an attempt to secure better terms and that,

once the statutory majority had approved the Revival Scheme,

individual creditors could not insist upon their preferred terms. There

can be no quarrel with the proposition in principle. However, the

question in the present case is anterior: whether the votes cast “for,

with modification” could be treated as assent to the Revival Scheme in

the form ultimately sanctioned.

49. The nature of the modifications assumes significance in this

regard. Pursuant to the order dated 11.01.2019, the allottees exercising

the option of voting “for, with modifications” were required to attach

the proposed modifications to their respective ballot papers. The

modifications thus formed part of the manner in which such votes

were cast.

50. The language of the Modification Slip makes the nature of the

assent clear. The voter first recorded a vote “AGAINST” the Scheme

“as currently Proposed” and thereafter voted “FOR” the Scheme

subject to deletion of specified clauses and incorporation of further

modifications. The assent was, therefore, expressly conditional. The

clauses identified in the Modification Slip concerned, inter alia,

financial obligations, adjustment of assured returns, payments

contemplated under the Scheme, the position of Blocks B, C and D

and past-period litigation. These were not matters merely incidental or

clerical in nature.

CO.APP. 11/2020 and connected matters Page 21 of 32

50.1 The Modification Slip has been reproduced under for ready

reference:

CO.APP. 11/2020 and connected matters Page 22 of 32

51. The modifications also cannot be viewed entirely divorced from

the contractual rights asserted by the allottees under their respective

CO.APP. 11/2020 and connected matters Page 23 of 32

BBAs, including claims relating to assured returns, lease commitment

charges, delay compensation and other financial obligations. This

Court is not, in these Appeals, adjudicating upon the ultimate

entitlement of any individual allottee to such amounts. Their relevance

is confined to the question whether the Revival Scheme proposed to

affect rights which formed part of the contractual relationship between

the Company and the allottees and whether the assent relied upon in

support of the Scheme was an informed and unconditional assent.

52. The learned Single Judge was, therefore, required to examine

the precise modifications attached to the votes and determine their

legal effect. If the modifications were not accepted and were not

incorporated into the Revival Scheme, the Court was required to

consider whether votes expressly made subject to those modifications

could nevertheless constitute assent to the Scheme in the form

ultimately sanctioned. Treating the modifications merely as objections

seeking better terms did not answer this question.

53. This Court is not holding that contractual rights of allottees

cannot be compromised by a Scheme sanctioned under Sections 391

to 393 of the Companies Act. Nor is this Court adjudicating upon the

merits of the claims raised by the allottees. The limited question is

whether, where votes were expressly made subject to substantive

modifications affecting such rights, those votes could be counted as

unconditional assent to the Scheme without first determining the legal

effect of the conditions attached to them.

54. In the considered view of this Court, the aforesaid enquiry was

necessary before the votes could be relied upon for establishing the

CO.APP. 11/2020 and connected matters Page 24 of 32

requisite statutory majority. The failure to undertake that enquiry

assumes significance in the present case, particularly when the

modifications were treated in the Impugned Judgment substantially as

objections seeking better terms rather than as conditions attached to

the votes themselves.

55. It is also material that the objections raised by the individual

allottees were not examined by the learned Single Judge in the manner

required. The Impugned Judgment principally considers the objections

raised by Spire Edge Maintenance Lease and Facilitation Ltd.

(„SELFC‟), while the substantive objections of the individual allottees,

including those concerning their contractual rights and the effect of

the proposed Revival Scheme thereon, do not appear to have been

independently examined. Their objections could not have been

rejected merely by treating them as an attempt to secure better terms

under the Scheme. The Court was required to consider the nature of

those objections and determine whether they raised any issue bearing

upon the validity, fairness or statutory approval of the Revival

Scheme.

56. This omission assumes significance in the present case because

the modifications attached to the ballot papers were not unrelated or

collateral demands. They concerned matters capable of materially

affecting the rights and obligations of the allottees under the BBAs.

The learned Single Judge was, therefore, required to examine those

objections and the modifications sought before treating the votes cast

subject to such modifications as assent to the Revival Scheme as

sanctioned. The absence of such an examination cannot be treated as a

mere matter of commercial judgment.

CO.APP. 11/2020 and connected matters Page 25 of 32

Re: Informed Decision and Material Disclosure

57. Section 393 of the Companies Act requires that the creditors or

members called upon to consider a Scheme be furnished with the

material necessary to enable them to take an informed decision. The

purpose of this requirement is to ensure that the statutory majority is

arrived at upon a proper understanding of the Scheme and its

consequences.

58. In the present case, the Revival Scheme concerned two distinct

projects, namely, Spire Edge and Spire Woods, involving different

categories of allottees, different stages of construction and different

contractual arrangements. The Court was, therefore, required to

examine whether the material placed before the respective classes was

sufficient to enable them to understand the manner in which the

Scheme proposed to deal with their respective interests and

obligations.

59. This enquiry assumes particular significance where the Revival

Scheme seeks to govern existing rights and obligations of allottees

under their respective BBAs. The fact that the Scheme was supported

by a substantial majority could not dispense with the requirement that

such majority should have been furnished the material necessary to

make an informed decision.

60. The Impugned Judgment, however, does not disclose any

substantive examination of whether the material furnished to the

allottees was sufficient for this purpose. In the absence of such

examination, the Court could not have proceeded solely on the basis

CO.APP. 11/2020 and connected matters Page 26 of 32

of the numerical voting result to conclude that the statutory

requirement for sanction of the Revival Scheme stood satisfied.

Re: Fairness to the Class as a Whole

61. The Respondents have placed considerable reliance upon the

fact that 82% of the valid votes, present and voting, in Blocks B, C

and D were categorised as being in favour of the Revival Scheme and

that the overwhelming majority of the allottees of Spire Woods had

also voted in favour. In relation to Spire Woods, 358 out of 364 valid

votes were recorded in favour of the Scheme, of which 292 were “with

modification”.

62. This Court has no doubt that a substantial majority of the

stakeholders supported the revival of the Company and its projects.

Such support is undoubtedly relevant, however, the relevant test is

whether the Revival Scheme is just, fair and reasonable to the class as

a whole. This requires the Court to consider whether the Scheme fairly

addresses the interests of the members of the class and the effect

which the Scheme proposes to have upon their existing rights.

Numerical superiority, by itself, cannot dispense with such an enquiry.

63. At the same time, the mere fact that some stakeholders oppose

the Revival Scheme cannot, by itself, justify its rejection. Where the

statutory requirements have been complied with, the requisite majority

has approved the Scheme and the Scheme is otherwise just, fair and

reasonable, the Court cannot interfere merely because some

stakeholders may consider an alternative arrangement more beneficial.

CO.APP. 11/2020 and connected matters Page 27 of 32

64. In the present case, however, the enquiry into fairness cannot be

divorced from the manner in which the approval itself was recorded.

The substantial number of votes cast with modifications, coupled with

the objections raised by the allottees, required the Court to ascertain

whether the Scheme, in the form sanctioned, fairly represented the

arrangement to which the class had assented. That enquiry was

material to the exercise of jurisdiction under Sections 391 to 393 of

the Companies Act.

Re: Commercial Wisdom

65. This Court may now examine the principal submission

advanced on behalf of the Respondents that the Revival Scheme

should not be interfered with, as doing so would amount to an

impermissible interference with the commercial wisdom of the

majority.

66. There can be no dispute with the proposition. Indeed, the same

principle has been recognised by the Supreme Court in Meghal

Homes (supra) and by the learned Single Judge in the Impugned

Judgment.

67. However, the proposition has no application where the Court is

called upon to determine whether the statutory requirements preceding

the exercise of such commercial wisdom have been satisfied. The

Court is not required to choose between two commercially viable

schemes. It is required to determine whether the scheme placed before

it was validly approved and whether the process leading to sanction

satisfied the statutory safeguards.

CO.APP. 11/2020 and connected matters Page 28 of 32

68. In the present case, the interference is not founded upon any

disagreement with the commercial decision to revive the Company or

the terms of the Revival Scheme. It arises from the failure to

determine whether the votes relied upon as constituting the requisite

majority amounted, in law, to assent to the Revival Scheme in the

form ultimately sanctioned. That enquiry falls within the statutory

jurisdiction of the Court and does not constitute an interference with

commercial wisdom.

Other Grounds Urged:

69. The Appellants have also questioned the feasibility of the

proposed revival of the Spire Woods Project, including the sufficiency

and certainty of the proposed investment of Rs.20 crores by the new

developer, as well as the status of approvals and infrastructure

concerning the Spire Edge Project. This Court does not propose to

undertake any independent assessment of the commercial sufficiency

of the proposed investment or the technical feasibility of the projects.

70. The relevance of these objections is confined to whether the

Revival Scheme, particularly when challenged on specific grounds by

the stakeholders, was sufficiently definite and capable of

implementation to constitute a genuine arrangement for revival. The

subsequent material placed before this Court, including the steps

required for renewal of licences and other statutory approvals, does

not by itself establish that the Scheme was incapable of

implementation on the date of sanction, but does indicate that the

concerns regarding its feasibility were not wholly speculative.

CO.APP. 11/2020 and connected matters Page 29 of 32

71. The Respondents have also relied upon the steps taken after

sanction of the Revival Scheme, including infusion of funds,

appointment of consultants and contractors, supervision by the Court

Appointed Commissioner and efforts towards obtaining requisite

permissions and renewals. Such subsequent developments are relevant

circumstances, but cannot retrospectively validate an order of sanction

if the statutory requirements were not satisfied when the order was

passed. This Court, therefore, does not interfere on account of any

subsequent difficulty in implementation or delay in revival. The

subsequent developments cannot, however, cure any defect in the

statutory process preceding sanction.

72. The Appellants had further objected to clauses of the Revival

Scheme which contemplated, inter alia, restriction upon proceedings

by statutory authorities and stay or vacation of pending civil and

criminal proceedings. The learned Single Judge, relying upon J.I.K.

Industries Ltd. & Ors. v. Amarlala V. Jumani & Anr.2, and Krishna

Texport Industries Ltd. v. DCM Ltd.3 had already declined to approve

the portions which purported to interfere with criminal proceedings.

This Court finds no occasion to differ from that approach and,

accordingly, does not base its conclusion upon these clauses.

73. Considerable submissions have also been advanced regarding

the alleged financial irregularities, siphoning of funds and conduct of

persons associated with the erstwhile management, as well as the

alleged conduct of some of the Appellants. This Court does not

consider it necessary to return any finding on such allegations, which

2 (2012) 3 SCC 255

3 (2008) 104 DRJ 101 (DB)

CO.APP. 11/2020 and connected matters Page 30 of 32

remain matters for the competent forums. The learned Single Judge

had, in any event, taken supervisory measures by appointing a Court

Appointed Commissioner and directing maintenance of funds in an

escrow account. Such safeguards may regulate implementation, but

cannot cure any defect in the statutory process by which the Revival

Scheme was sanctioned.

74. The Respondents have urged that the Appellants constitute only

a small group of allottees and that their objections were intended to

frustrate the revival process. The number of persons raising

objections, however, cannot determine the validity of the order of

sanction. Likewise, the mere fact that an allottee seeks enforcement of

contractual rights having financial implications cannot, without more,

establish mala fides. These considerations may bear upon individual

claims, but cannot validate a Scheme if the statutory requirements

governing its sanction have not been duly satisfied.

75. This Court is also conscious that setting aside the Revival

Scheme may cause prejudice to the allottees who supported it and

have been awaiting completion of the projects. That consideration

cannot, however, substitute for compliance with the statutory

requirements. This Court is not expressing any view that revival is

preferable or otherwise to liquidation, nor is it holding that the

Company or its projects cannot be revived. The interests of the

stakeholders who supported revival would equally require that any

arrangement ultimately binding upon them is legally valid and

sanctioned in accordance with law.

CO.APP. 11/2020 and connected matters Page 31 of 32

76. In view of the aforesaid, the interference in the present Appeals

does not proceed upon any assessment of the commercial merits or

feasibility of the Revival Scheme, nor upon the subsequent difficulties

in its implementation, the conduct of the parties, or the number of

stakeholders supporting or opposing it. The interference arises from

the foundational question already noticed hereinabove, namely,

whether the Scheme in the form sanctioned had obtained the requisite

statutory approval and whether the objections and material placed

before the learned Single Judge were adequately examined before

such sanction was granted.

CONCLUSION:

77. On an overall consideration of the matter, this Court is

satisfied that the Impugned Judgment dated 17.02.2020 cannot be

sustained and is liable to be set aside.

78. The Appeals are, accordingly, allowed and the Impugned

Judgment dated 17.02.2020 sanctioning the Revival Scheme is set

aside. The matter is remanded to the learned Single Judge for fresh

consideration of the Revival Scheme and the objections thereto, in

accordance with law.

79. The learned Single Judge shall, while considering the matter

afresh, examine the legal effect of the votes cast “for, with

modification”, the modifications attached thereto, the objections raised

by the individual allottees and other stakeholders, and such other

issues as may arise for consideration in accordance with Sections 391

to 393 of the Companies Act. If any fresh Scheme or modified

arrangement is proposed, the same shall be dealt with in accordance

CO.APP. 11/2020 and connected matters Page 32 of 32

with the statutory procedure, including convening of meetings,

wherever required in law, and furnishing of the material necessary to

enable the concerned stakeholders to take an informed decision.

80. It is clarified that this Court has not adjudicated upon the

individual claims of any allottee for refund, assured returns, lease

commitment charges, penalty, interest, compensation or any other

amount under the respective BBAs. All such claims, if otherwise

maintainable, shall remain open to be pursued before the forum

competent to adjudicate the same.

81. Nothing contained in this Judgment shall affect any criminal

proceedings, investigation or proceedings before statutory authorities,

which shall continue to be governed by law and by the orders passed

by the competent forum.

82. The present batch of Appeals, along with pending

applications, shall stand disposed of.

ANIL KSHETARPAL, J.

SHAIL JAIN, J.

AUGUST 13, 2026

s.godara/shah