Is Special Resolution of the shareholders under Section 62(1)(c) of the Companies Act, 2013, necessary in case of conversion of any portion of debt into shares by ARC under Section 9 of SARFAESI, 2002? – Jyoti Ltd. Vs. BSE Ltd. and Anr. – Supreme Court
Hon’ble Supreme Court held that even the application for listing of the additional shares was made by the 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.