Company must obtain shareholder approval via special resolution before issuing equity shares against debt.

The SC dismissed the appeal holding that when a company proposes to increase its subscribed capital by converting debt into equity shares, shareholder approval through a special resolution is mandatory u/s 62(1)(c) of the Companies Act, 2013. The appellant company had not obtained such approval before seeking listing of additional shares allotted to the Asset Reconstruction Private Limited, which was a prerequisite under Regulation 28 of the SEBI (LODR) Regulations, 2015 as well. The BSE and SAT rightly refused listing approval for want of shareholder approval. .....

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