Jyoti Limited Vs BSE Limited 2024 INSC 992- S 62 Companies Act - S 9 SARFAESI Act - Listing Of Equity Shares

Companies Act, 2013 - Section 62 ; SARFAESI Act- Section 9- The appellant-Jyoti Limited applied for listing of certain equity shares to the Bombay Stock Exchange1 but the application to that effect was not accepted for the reason that the appellant had not taken in principle approval from the Stock Exchange and that the appellant had not even taken the approval of the shareholders for the allotment of the shares to the Asset Reconstruction Private Limited - SC held: Section 9 of the SARFAESI Act authorizes RARE to convert portion of the debt into shares of the borrower company but such authority is subject to Section 62 of the Companies Act, 2013 which in turn requires a resolution of the shareholders of the company. However, when such a proposal is not by the appellant company, the approval of the shareholders may not be necessary- In this case, the proposal was that of the company only. Accordingly, as contemplated by Section 62(1)(c) of the Companies Act, 2013, the approval of the shareholders would be mandatory before the shares are accepted for listing on the BSE.