Approval of Shareholders Mandatory for Listing Shares on Stock Exchange

The Supreme Court ruled that shares issued through debt-to-equity conversion cannot be listed on the stock market without shareholder approval under Section 62(1)(c) of the Companies Act, 2013.

Jyoti Ltd. challenged the Securities Appellate Tribunal's decision rejecting its request to list 59,63,636 shares on the Bombay Stock Exchange (BSE). 

The rejection was due to the company’s failure to obtain in-principle shareholder approval and listing consent from the BSE under SEBI Regulation 28, 2015. 

The Court upheld these requirements as vital for corporate governance and compliance, concluding that Jyoti Ltd.’s request violated statutory obligations and was therefore invalid.