BEFORE THE SECURITIES APPELLATE TRIBUNAL
MUMBAI
Order Reserved on: 6.8.2019
Date of Decision : 20.8.2019
Appeal No.411 of 2018
SPL Industries Ltd.
C-2/54, 5th Floor, Rajasthali
Apartments, Pitampura,
New Delhi-110034.

… Appellant
Versus
BSE Limited
P.J. Towers, Dalal Street,
Mumbai – 400001, Maharashtra.

… Respondent
Mr. Deepak Dhane, Advocate with Mr. Ravi Kant Purohit,
Advocate i/b. Corporate Pleaders for the Appellant.
Mr. Anubhav Ghosh, Advocate i/b. The Law Point for
Respondent.
CORAM: Justice Tarun Agarwala, Presiding Officer
Dr. C.K.G. Nair, Member
Justice M.T. Joshi, Judicial Member
Per : Justice Tarun Agarwala
1.

The appellant being aggrieved by the imposition of a
fine of Rs.5,54,600 for violation of Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation, 2015 has preferred
the present appeal.
2.

The facts leading to the filing of the appeal is that the
appellant is a public limited Company and its shares are
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listed on the BSE Limited (hereinafter referred to as ‘BSE’)
as well as on the National Stock Exchange (hereinafter
referred to as ‘NSE’). On December 14, 2017, a meeting of
its Board of Directors was held and unaudited financial
results for the quarter ending 30th September, 2017 were
approved.

The meeting of the Board of Directors was
concluded on 6.15 p.m.
3.

As per the circular dated 30th March, 2017 the
unaudited financial result was required to be uploaded on the
Company’s website as well as on the stock exchange
platform within 30 minutes of the conclusion of the meeting
of the Board of Directors as well as within 24 hours. Since
there was only a partial compliance, a fine of Rs.5,54,600/was imposed as per the circular dated 30th November, 2015.
4.

Before we proceed further it would be appropriate to
extract Regulation 33(3)(a) & (c) of the Listing Regulations:
“(3) The listed entity shall submit the financial results
in the following manner:
(a) The listed entity shall submit quarterly and
year-to-date standalone financial results to the
stock exchange within forty-five days of end of
each quarter, other than the last quarter.
(b)
…………
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(c)
The quarterly and year-to-date financial
results may be either audited or unaudited subject
to the following:
(i) In case the listed entity opts to submit
unaudited financial results, they shall be
subject to limited review by the statutory
auditors of the listed entity and shall be
accompanied by the limited review report:
Provided that in case of public sector
undertakings this limited review may be
undertaken by any practicing Chartered
Accountant.”
5.

From the aforesaid it is clear that the quarterly financial
results for the quarter ending 30th September, 2017 was
required to be uploaded on the stock exchange platform
within 45 days of the end of the quarter. As a result, the said
financial results were to be uploaded on 14th December,
2017. The manner of uploading of the financial results has
been clarified by circular dated 30th March, 2017. The said
circular provides as under:
“Financial Results are required to be submitted along
with the Limited Review Report/ Audit Report first in
PDF mode through the Listing Centre website –
Corporate Announcement Filing System (CAFS) within
30 minutes of the conclusion of the Board Meeting as
per the provisions of Regulation 30 of the LODR, 2015.
This is required to be followed by filing of the result in
XBRL mode within 24 hours from the conclusion of the
Board meeting.”
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6.

From the aforesaid, it is clear that the limited review
report/audit report alongwith the financial results was
required to be uploaded on the Company’s website and on
the stock exchange platform within 30 minutes of the
conclusion of the board meeting and the financial result in
XBRL mode was required to be uploaded within 24 hours
from the conclusion of the board meeting. The requirements
under the PDF mode and under the XBRL mode are different
and distinct. The financial results alongwith the audit report
is required to be uploaded within 30 minutes and the
comprehensive financial results in XBRL mode is requested
to be uploaded within 24 hours.
7.

The imposition of fine has been provided in the circular
dated 30th November, 2015. Annexure to the said circular
relates to the imposition of fines under various Regulations.
Annexure 1 relating to imposition of fine for violation of
Regulation 33 is extracted hereunder:
ANNEXURE 1
IMPOSITION OF FINE
Regulation
Regulation 33
Non submission of
the financial results
Fine payable for 1st noncompliance
`5000 per day of noncompliance till the date of
compliance
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within the period
prescribed under
this regulation
and
If non-compliance
continues for more than
15 days, additional fine of
0.1% of Paid up capital of
the entity or ` 1 crore
whichever is less.

“Every recognized stock exchange shall review the
compliance status of the listed entities within 15 days
from the due date for compliance for the respective
regulation and issue notices to the non-compliant listed
entities to ensure compliance and pay fine as per this
circular within 15 days from the date of the notice.
In any non-compliant listed entity fails to pay the fine
despite receipt of the notice as stated above, the
recognized stock exchange may initiate appropriate
enforcement action, including prosecution.”
From the aforesaid, if the information is not disseminated in
the stock exchange platform and on the Company’s website
the penalty is Rs.5000/- per day till the non compliance
continues and if it continues for more than 15 days then
additional fine of 0.1% of paid up capital is automatically
levied.
8.

In the light of the aforesaid provision it was contended
by the learned counsel that the appellant 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 alongwith the audit report within
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30 minutes on the BSE platform though it was uploaded on
the NSE as well as on the Company’s website. Further, the
said financial results were also published in the leading
newspapers thereafter. It was thus contended that when the
comprehensive report was uploaded within 30 minutes the
requirement of uploading the financial reports in PDF mode
alongwith the audit report was only a technical defect for
which the appellant should not be penalized.
9.

In the alternative, it was contended that the stock
exchange was required to review the compliance status of the
listed companies within 15 days from the due date of
compliance by issuing a notice to ensure that compliance is
made and fines are paid as per the circular. It was contended
that the due date of compliance was 29th December and
therefore the stock exchange was required to issue a notice
immediately thereafter whereas in the instant case the notice
was issued by the stock exchange on 18th January, 2018. It
was contended that had the stock exchange issued notice on
29th
December thereafter
the
appellant would
have
immediately noticed the defect and would have removed it
and would not have allowed the fine to grow.

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10. Having considered the submissions of the learned
counsel for the appellant we find that the regulations and the
circular require the financial results to be disseminated to the
public for a desired purpose so that the investors are made
aware of the financials of the Company. Thus, the limited
audit report alongwith the financial results are required to be
uploaded within 30 minutes of the conclusion of the Board of
Directors.

The financial results have price sensitive
information and cannot remain unpublished and, therefore,
the said price sensitive information is required to be
disseminated within 30 minutes alongwith an audit report.
This was not done. The financial results uploaded in XBRL
mode did not contain the audit report which is a vital element
and, therefore, filing of the financial result in XBRL mode is
not compliance of Regulation 33 read with circular of 30th
March, 2017. Thus, when a particular act is required to be
done in a particular manner the same is required to be done in
that manner alone and not in any other manner. This principle
is well settled in a catena of cases starting from Taylor vs.
Taylor (1875) LR 1Ch D 426 and as recent as in Dharani
Sugars and Chemicals Ltd. vs. Union of India and Others,
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(2019) 5 SCC 480. Thus there has been non compliance of
Regulation 33.
11. The contention that there was a duty cast upon the stock
exchange under clause 4 of Annexure 1 to the circular dated
30th November, 2015 to issue a notice immediately after the
completion of the due date of compliance in order to remind
the appellant to ensure compliance and pay the fine is
patently erroneous. Clause 4 only stipulates that if the listed
company fails to comply with the compliance status then it is
upon the stock exchange to issue notice giving one more
chance to the listed Company to ensure compliance and pay
fine failing which it would be open to the stock exchange
under clause 5 thereafter to initiate appropriate action
including prosecution other than the fine that is due and
payable.

Needless
to
state,
under
the
circular
of
30th November, 2015, a uniform structure has been made for
non compliance with the listing regulations regarding non
submissions of certain periodic reports. If the compliance of
the listing regulations is not made in the manner and in the
period prescribed there would be an automatic imposition of
fine as per Annexure 1 thereto.

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12. We however find that in the given case the imposition
of fine is excessive. There is no doubt that the limited audit
report alongwith the financial results in PDF form was
uploaded on the NSE website as well as on the Company’s
website within 30 minutes of the conclusion of the Board
meeting. The financial results were also published in the
newspapers. Thus, there was no deliberate intention on the
part of the appellant to violate Regulation 33 of the Listing
Regulations. The violation, if any, appears to been done by
inadvertent mistake, by a human error.

Considering the
aforesaid we are of the opinion that in the given
circumstances and in the interest of justice the penalty is
reduced to Rs.2,50,000/- which the appellant shall pay to the
respondent within four weeks from today.

In the
circumstances of the case, the appeal is partly allowed. The
impugned order is modified to the extent stated aforesaid.

Sd/Justice Tarun Agarwala
Presiding Officer
Sd/Dr. C. K. G. Nair
Member
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Sd/Justice M.T. Joshi
Judicial Member
20.8.2019
Prepared and compared by
RHN