SPL Industries Ltd. Vs BSE Limited (SAT Mumbai)
Unintentional Failure on part of the Company to include the Audit Report in the Financial Results in XBRL uploaded on BSE website, for which BSE imposed fine of Rs. 5,54,600. However SAT reduced the penalty to Rs. 2,50,000 on the grounds that there was no deliberate intention to violate the Regulation but an inadvertent mistake, by a human error.
Read Full Text of the Order of Securities Appellate Tribunal, Mumbai
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 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) …………
(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.”
6. From the aforesaid, it is clear that the limited review report/audit report along with 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 along with 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 here under:
ANNEXURE 1
IMPOSITION OF FINE
