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TMI Blog2025 (1) TMI 155X X X X Extracts X X X X X X X X Extracts X X X X ..... res and to allot them in favor of RARE, thus, resulting in increase of the equity capital of the appellant company. Even the application for listing of the aforesaid additional shares was made by the appellant company to the BSE meaning thereby that the proposal for increasing the subscribed capital of the company by converting part of the debt into equity shares, as aforesaid, was initiated by the appellant company itself and not actually by RARE. Therefore, 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. For want of approval of the BSE, the Securities Appellate T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rahul Gupta , AOR ORDER Heard learned counsel for the parties. Under challenge in this statutory appeal is the judgment and order dated 21.12.2021 passed by the Securities Appellate Tribunal, Mumbai in Appeal No. 224 of 2019 titled as Jyoti Limited Vs. BSE Limited and Anr. . The appellant-Jyoti Limited applied for listing of certain equity shares to the Bombay Stock Exchange BSE for short 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 RARE for short . The above order of the BSE rejecting the ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ase at hand, it is evident that the appellant company had entered into discussion with RARE and it was agreed upon between the parties to convert part of its outstanding debts of Rs.32.80 Crore into equity shares. Accordingly, a resolution of the Board of Directors of the appellant company was passed to the above effect on 02.05.2018 but such an action was never endorsed by the shareholders of the company. Thereafter, the appellant company itself filed an application before the BSE on 15.05.2018 for listing of the shares i.e. 59,63,636 equity shares allotted to the RARE. Having considered the relevant provisions of the law and the submissions advanced by the learned counsel for the appellant, we find that the conversion of the debt into add ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nion that no error or illegality has been committed either by the BSE or the Securities Appellate Tribunal in refusing to accept the request of the appellant company for the listing of the shares at the Stock Exchange inasmuch as Section 62 of the Companies Act stands duly attracted and in the light of sub-clause (c) of sub-section (1) of Section 62 of the Companies Act, special resolution of the shareholders is necessary which is lacking in the instant case. The aforesaid order has been passed by us in the peculiar facts and circumstances of this case where the appellant company itself has passed the resolution and applied for the listing of shares and as such is deemed to be the proposer for increasing the share capital. Accordingly, this ..... X X X X Extracts X X X X X X X X Extracts X X X X
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