TaxTMI 
TaxTMI 
2021 (12) TMI 1524
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.... became due and payable by the appellant Company to RARE. 2. It transpires that the appellant Company entered into a discussion for restructuring of its debts and submitted a proposal to RARE. RARE agreed to convert a part of the appellant's outstanding debts of Rs. 32.80 crores into equity shares. 3. Based on the decision of RARE the Board of Directors of the appellant Company resolved on May 2, 2018 accepting the proposal and further allotted 59,63,636 equity shares of Rs. 10/- each of the Company at a premium of Rs. 45/- per equity share to RARE. 4. Based on the aforesaid resolution, the appellant Company filed an application on January 15, 2018 before BSE Limited ('BSE' for short) seeking listing of aforesaid 59,63,636 equity shares on the BSE. The BSE by an e-mail dated May 17, 2018 rejected the application of the appellant Company for listing of its shares on the Stock Exchange on the ground that the appellant Company had not taken the shareholders approval for allotment nor in-principle approval was taken from the Stock Exchange. The appellant Company being aggrieved by the decision of BSE has filed the present appeal. 5. We have heard Shri Ankit Lohia, the learned couns....
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.... shall be deemed always to have been valid, as if the provisions of this clause were in force at all material times. (2) The Reserved Bank shall, for the purposes of sub-section (1), determine the policy and issue necessary directions including the direction for regulation of management of the business of the borrower and fees to be charged. (3) The asset reconstruction company shall take measures under sub-section (1) in accordance with policies and directions of the Reserve Bank determined under sub-section (2). 35. The Provisions of this Act to override other laws. - The provisions of this Act shall have effect, notwithstanding anything inconsistent therewith contained in any other law for the time being in force or any instrument having effect by virtue of any such law. 37. Application of other laws not barred. - The provisions of this Act or the rules made thereunder shall be in addition to, and not in derogation of, the Companies Act, 1956 (1 of 1956), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993) o....
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....earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the shareholders and the company; (b) to employees under a scheme of employees' stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed; or (c) to any persons, if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed. (2) The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be despatched through registered post or speed post or through electronic mode to all the existing shareholders at least three days before the opening of the issue. (3) Nothing in this section shall apply to the increase of the subscribed capital of a company caused by the exercise of an option as a term attached to the debentures issued or loan raised b....
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...., it became necessary for the borrower company, namely, the appellant Company to take recourse to certain provisions of the Companies Act, namely, Section 62 which provides for a provision for issuance of additional equity shares under certain circumstances through a resolution passed by the shareholders or by a special resolution by shareholders of the Company. 10. We are of the opinion that without complying with the provisions Section 62 of the Companies Act, namely, without getting a resolution from the shareholders no further issue of the share capital can be issued by issuance of further shares to the asset reconstruction company. 11. The contention that Section 35 of the SARFESI Act overrides the provisions of the other acts and consequently Section 37 of the SARFESI Act is not applicable in the given case is patently misconceived. In the first instance, Section 35 of the SARFESI Act provides that the provisions of the SARFESI Act will have effect, if any other provision under any other Act or law is not inconsistent with the provisions of the SARFESI Act. Nothing has been pointed out as to which provision of LODR Regulations or the Companies Act is inconsistent with Secti....