JUDGMENT
Kumar Rajaratnam, J. (Presiding Officer)
1. The appeal is taken up with consent of parties.
2. The Adjudicating Officer of the respondent has imposed a penalty of Rs. 40,000/- for the non-compliance of clause 51 of the Listing Agreement with respect to offloading of information on EDIFAR website.
3. It is admitted that the appellant has now complied with clause 51 of the Listing Agreement and has offloaded the information on EDIFAR.
4. The only question that arises for consideration is the delay in offloading the information on EDIFAR.
5. The learned counsel for the appellant submitted that the appellant was advised by Stock Exchange, Mumbai, by letter dated March 26, 2003 to download the registration form and to forward the duly filled in registration form along with the required documents.
6. Under clause 51 of the Listing Agreement, the following particulars will have to be offloaded on the EDIFAR website:
– Financial Statements comprising of Balance Sheet, Profit and Loss Account and full version of annual report, half yearly financial statements including cash flow statements and quarterly financial statements.
– Corporate Governance report.
– Shareholding pattern statement.
– Action taken against the company by any regulatory agency.
7. Admittedly, this was not done. The appellant blames the BSE and says that the appellant contacted the BSE and it was the BSE that promised the log-in ID and password and they were not forthcoming from BSE for some time. In the absence of the log-in ID and password, the company was unable to comply with the requirements of clause 51 of the Listing Agreement. No enquiry was made by the Adjudicating Officer from the Stock Exchange, Mumbai.
8. The case of the appellant was that a letter was sent by BSE dated 26.3.2003 asking the appellant to download the registration form and forward the same to BSE. The appellant, on the directions of BSE, had forwarded the registration form duly filled in by letter dated 12.5.03. In June 2003, the appellant contacted BSE and BSE informed the appellant that the log-in ID and the password would be forwarded in due course.
9. Obviously one does not know the truth of the matter unless BSE was also examined by the Adjudicating Officer. In similar circumstances, for a violation of the Listing Agreement, the Adjudicating Officer has given a mere warning. The operative order of SEBI, under similar circumstances, dated March 18, 2005 reads as under:
“Having regard to the factors contained in Section 15J of SEBI Act, 1992 and the facts and circumstances of the case, I in exercise of the powers conferred upon me under Rule 5 of the SEBI (Procedure for Holding Enquiry and Imposing Penalty by the Adjudicating Officer) Rules, 1995, am of the considered opinion that no penalty needs to be imposed upon M/s Aditya International Limited for the delayed compliance of regulation 17(3) of the SEBI (Central Listing Authority) Regulations, 2003 read with Clause 51 of the Listing However, it is hoped that the company would be more careful in future in compliance with the regulatory requirements.”
10. Taking a broad view of the matter and in the facts and circumstances of this case, it would be appropriate to impose a penalty of Rs. 10,000/-, which would put an end to this litigation. Accordingly, the order passed by the respondent is modified and there would be a direction directing the appellant to deposit with respondent a sum of Rs. 10,000/- for contravention of clause 51 of the listing agreement.
11. The appeal is disposed of accordingly.
12. No order as to costs.
13. It is submitted that an amount of Rs. 10,000/- has already been deposited with SEBI by virtue of interim order dated 15.02.05. That amount shall now be treated as penalty.