Securities Appellate Tribunal (SAT): Coram of Justice Tarun Agarwala (Presiding Officer), Dr C.K.G. Nair (Member), and Justice M.T. Joshi (Judicial Member) held the appellants responsible for non-compliance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The imposed a fine of Rs 5,54,600 on the appellants for non-compliance of the said regulation. In a meeting of its Board of Directors, unaudited financial results were approved and this had to be uploaded on the Company’s website as well as on the stock exchange platform within 30 minutes of the conclusion of this meeting as well as within 24 hours as a per a circular. In addition to that, Annexure 1 relating to imposition of fine for violation of Regulation 33 stated if the said information is not disseminated in the stock exchange platform and on the Company’s website, a penalty of Rs 5000 per day till the non compliance would be levied and if it continues for more than 15 days then additional fine of 0.1% of paid-up capital would be automatically levied.
The appellant contended that they had uploaded the financial results in XBRL mode within 30 minutes instead of 24 hours but on account of a glitch the appellant could not upload the financial results along with the audit report within 30 minutes on the BSE platform though it was uploaded on the NSE as well as on the Company’s website. These results were published in the leading newspapers too. There was only a technical defect for which the appellant should not be penalised.
The Tribunal held that since the regulations and the circular require the financial results to be disseminated to the public for the desired purpose so that the investors are made aware of the financials of the Company. Thus, the limited audit report along with the financial results was required to be uploaded within 30 minutes of the conclusion of the Board of Directors. The financial results had price sensitive information and could not have remained unpublished and it was not complied with.
The Tribunal also held that the fine imposed was excessive as there was no deliberate intention on the part of the appellant to violate Regulation 33 of the Listing Regulations. The violation was a human error. In the interest of justice, the penalty was reduced to Rs 2,50,000.[SPL Industries Ltd. v. BSE Ltd., 2019 SCC OnLine SAT 151, decided on 20-08-2019]