Listed company status triggered SCORES authentication compliance, and penalty for non-compliance was upheld as reasonable.

A company that remained listed, despite having applied for delisting, was required to comply with the SEBI circular mandating SCORES authentication for listed entities. The record showed that no further delisting steps had been completed, so the circular applied and non-compliance attracted liability under Section 15HB of the SEBI Act. The penalty was upheld because it was well below the statutory maximum and was not shown to be arbitrary, excessive, or unreasonable.

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Issues: Whether the appellant, being a listed company, was bound to comply with the SEBI circular requiring SCORES authentication and whether the penalty imposed for non-compliance under Section 15HB of the Securities and Exchange Board of India Act, 1992 was liable to be interfered with.

Analysis: The appellant contended that it was not a listed company and therefore the circular did not apply. The record showed that the company had only applied for delisting and no further steps were taken, with the result that its shares continued to remain listed on the stock exchanges. In that situation, the circular requiring listed companies to obtain SCORES authentication applied to the appellant. Non-compliance constituted a violation attracting penalty under Section 15HB. The quantum of penalty imposed, being far below the maximum prescribed, was not shown to be arbitrary, excessive or unreasonable.

Conclusion: The appellant was liable for non-compliance as a listed company, and the penalty imposed was not liable to be interfered with.

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