JYOTI LIMITED versus BSE LIMITED & ANR

Citation: [2024] 12 S.C.R. 1117 · Decided: 10-12-2024 · Supreme Court of India · Bench: PANKAJ MITHAL, SANDEEP MEHTA · Disposal: Dismissed

Judgment (excerpt)

[2024] 12 S.C.R. 1117 : 2024 INSC 992
Jyoti Limited
v.
BSE Limited & Anr
(Civil Appeal No. 4707 of 2022)
10 December 2024
[Pankaj Mithal and Sandeep Mehta, JJ.]
Issue for Consideration
Bombay Stock Exchange (BSE) rejected the application of the 
appellant for the listing of certain equity shares to the BSE holding 
that the appellant had not taken in principle approval from the Stock 
Exchange and it also did not take the approval of the shareholders 
for the allotment of the shares to the Asset Reconstruction Private 
Limited (RARE). Order upheld and confirmed by the Securities 
Appellate Tribunal.
Headnotes†
Securitisation and Reconstruction of Financial Assets and 
Enforcement of Security Act, 2002 – s.9(1) – Companies Act, 
2013 – s.62(1)(c) – SEBI (Listing Obligations and Disclosure 
Requirements) Regulations, 2015 – Regulation 28:
Held: s.9, SARFAESI Act authorizes RARE to convert portion of 
the debt into shares of the borrower company but such authority 
is subject to s.62, 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 – On facts, the proposal 
for increasing the subscribed capital of the company by converting 
part of the debt into equity shares 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 
s.62(1)(c), Companies Act, 2013, the approval of the shareholders 
would be mandatory before the shares are accepted for listing on the 
BSE – Furthermore, the approval of the BSE is necessary in view 
of Regulation 28 of the SEBI (Listing Obligations and Disclosure 
Requirements) Regulations, 2015 – No error or illegality committed 
either by the BSE or the Securities Appellate Tribunal – Statutory 
appeal u/s.22 F, Securities Contracts (Regulation) Act, 1956 is 
devoid of merit. [Paras 5, 7-9]
1118
[2024] 12 S.C.R.
Supreme Court Reports
List of Acts
Securitisation and Reconstruction of Financial Assets and 
Enforcement of Security Act, 2002; Companies Act, 2013; SEBI 
(Listing Obligations and Disclosure Requirements) Regulations, 
2015; Securities Contracts (Regulation) Act, 1956.
List of Keywords
Bombay Stock Exchange (BSE); Securities Appellate Tribunal; 
Listing of equity shares; In principle approval from the Stock 
Exchange; Approval of the shareholders for the allotment of 
the shares to the Asset Reconstruction Private Limited (RARE); 
SARFAESI Act; Convert debt into equity shares; Resolution of 
the Board of Directors; Approval of the shareholders mandatory; 
Subscribed capital; Resolution of the shareholders of the company; 
Special resolution; Proposal for increasing the subscribed capital of 
the company; Listing of the equity shares at the Stock Exchange/
BSE; Approval of the BSE; Statutory appeal.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 4707 of 2022
From the Judgment and Order dated 21.12.2021 of the Securities 
Appellate Tribunal, Mumbai in Appeal No. 224 of 2019
Appearances for Parties
Lakshmeesh S. Kamath, Mrs. Samriti Ahuja, Ms. Aditi Prakash, 
Advs. for the Appellant.
Pratap Venugopal, Sr. Adv., Ms. Surekha Raman, Amarjit Singh 
Bedi, Shreyash Kumar, Yashwant Sanjenbam, Imilikaba Jamir, 
M/s. K J John And Co, Rahul Gupta, Advs. for the Respondents.
Judgment / Order of the Supreme Court
Order
1.	
Heard learned counsel for the parties.
2.	
Under challenge in this statutory appeal is the judgment and order 
dated 21.12.2021 passed by the Securities Appellate Tribunal, Mumbai 
[2024] 12 S.C.R. 
1119
Jyoti Limited v. BSE Limited & Anr
in Appeal No. 224 of 2019 titled as “Jyoti Limited Vs. BSE Limited 
and Anr.”. 
3.	
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 Limited2. The 
above order of the BSE rejecting the application of the appellant 
for the listing of shares was upheld and confirmed by the Securities 
Appellate Tribunal by the order impugned. 
4.	
In assailing the above orders, the submission of learned counsel 
appearing for the appellant is that 

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