Picturehouse Media Ltd. vs Sebi

Date of Decision : 04.03.2020

Misc. Application No. 588 of 2019 And Appeal No. 542 of 2019

Picturehouse Media Ltd. KRM Centre, 9th Floor, Door No. 2, Harrignton Road, Chetpet, Chennai - 600031. ..... Appellant

Versus

1.

Bombay Stock Exchange Ltd.

25, P J Towers, Dalal Street, Mumbai - 400001.

2. Securities and Exchange Board of India SEBI Bhavan, Plot No. C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. ... Respondents

Mr. Paras Parekh, Advocate with Mr. Robin Shah, Advocate i/b Parinam Law Associates for the Appellant.

Mr. Sagar Divekar, Advocate with Mr. Pratik Ingle, Advocate for the Respondent Nos. 1.

Mr. Anubhav Ghosh, Advocate i/b The Law Point for the Respondent Nos. 2.

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CORAM : Justice Tarun Agarwala, Presiding Officer Dr. C. K. G. Nair, Member Justice M. T. Joshi, Judicial Member

Per : Justice Tarun Agarwala, Presiding Officer (Oral)

1. The appellant has filed the present appeal questioning the order

dated October 31, 2018 passed by Bombay Stock Exchange Ltd.

(hereinafter referred to as 'BSE') imposing a penalty of

Rs. 7,59,920/- for violation of Regulations 17(1) and 19(1) and 19(2)

of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (hereinafter referred to

as 'LODR Regulations'). The appellant has also challenged the

order of Securities and Exchange Board of India (hereinafter referred

to as 'SEBI') dated April 26, 2019 whereby the representation

seeking exemption of the aforesaid penalty under Regulation 102 of

the LODR Regulations was also rejected.

2. There is a delay in filing the appeal and accordingly, an

application for condoning the delay has been filed. For the reasons

stated in the application the delay is condoned. The Misc.

Application is allowed.

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3. The appellant is a public listed company and on March 6, 2017

one non-executive woman director resigned and consequently, the

post became vacant which was required to be filled up by another

woman under the LODR Regulations. Since there was a delay in

appointing a woman as a director of the company, the aforesaid

penalty was imposed by BSE under LODR Regulations. Eventually,

one woman was appointed as a non-executive director on December

5, 2018.

4. The contention of the learned counsel for the appellant is, that

the appointment could not be made on account of financial condition

of the appellant. It was further contended that the amount is

excessive and unreasonable and does not commensurate with the

misconduct.

5. Having heard the learned counsel for the appellant, we find

that the provisions of the LODR Regulations require that every listed

company should have a woman director. Having failed to appoint a

woman director, the penalty was imposed as per the circular dated

May 3, 2018. The quantum of penalty was imposed as per the

circular which we do not find any discrepancy. The application of

the appellant seeking exemption from the aforesaid penalty was 4

rightly rejected by SEBI under Regulation 102 of the LODR

Regulations as it does not come under this specified criteria provided

under the said regulations.

6. In the light of the aforesaid admitted default committed by the

appellant, we do not find any error in the impugned order.

Dismissed.

Sd/-

Justice Tarun Agarwala Presiding Officer

Sd/-

Dr. C. K. G. Nair Member

Sd/-

Justice M. T. Joshi Judicial Member 04.03.2020 Prepared & Compared by PTM