TaxTMI 
TaxTMI 
2025 (11) TMI 689
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....Nishit Dhruva, Ms. Rasika Ghate and Ms. Khushbu Trivedi, Advocates i/b. MDP Legal, Advocates for the Respondent No. 2 ORDER Per: Justice P.S. Dinesh Kumar, Presiding Officer This appeal is filed challenging BSE Bombay Stock Exchange. 's communication dated March 22, 2024 (Annexure A), rejecting appellant's application for waiver of penalty. 2. Brief facts of the case are, the appellant is a company engaged in real estate business. For the purpose of financing its project 'Aliens Space Station' at Hyderabad, appellant issued Non-Convertible Debentures (NCDs) on March 12, 2018. On December 14, 2023, the appellant submitted an application to the BSE seeking its approval for making material modifications to the NCDs Non- Convertible....
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....o release second tranche of Rs. 75 Crores, due to which handing over the flats to the customers was delayed. 5. He further submitted that majority of fines are during Covid-19 period. Appellant was facing hardship in running the business due to manpower crunch, therefore certain compliances could not be made in time. Non-compliance of the LODR Regulations was not intentional and the sole debenture holder was well aware about the working of the Company. 6. He further submitted that the penalty levied by the BSE is exorbitant. He prayed that keeping in view the COVID-19 pandemic and the directions of the Hon'ble Supreme Court extending the limitation the impugned order may be set aside. He relied upon Kesar Petroproducts Limited v BSE S....
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....re not justified. • That, the reliance placed by the appellant on the decision of the Hon'ble Supreme Court Suo Moto Writ Petition (C) No. 3 of 2020, for waiving the penalty during March 15, 2020 to February 28, 2022 is not applicable in this case as the said judgment only extended the period of limitation for filing suits etc., before Courts and Tribunals owing to the COVID-19. • That, the application for waiving off the entire fine amount, sought by appellant suffers from gross delay of three years. As per the Exemption Policy, any application seeking waiver or reduction of fine is required to be filed within 15 days from the date of communication of the fines by the stock exchange. The appellant has disregar....
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....ith has processed the application and approved two applications for listing new securities. 11. After obtaining the regulatory approvals on the strength of the undertaking, the appellant has filed this appeal. The said attempt by appellant amounts to a clear abuse of the process of law and touches upon the sanctity of representation made before a regulatory authority. 12. Appellant's conduct in the instant proceedings reflects a deliberate and strategic attempt to misuse regulatory mechanisms by furnishing an irrevocable bank guarantee to induce grant of approvals, and then, by seeking to prevent invocation of the same undertaking on wholly untenable grounds. Such conduct is liable to be deprecated. 13. Ms. Khushbu Chhhajed, learne....
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....intimation of payment of interests at the end of each quarter. BSE, has annexed a statement extracted below. Reg Net penalty days Fine per day Quarter Due date Filing date GST Total fine 52(1) 904 Rs. 5000 March 21 30.6.2021 20.12.23 Rs. 8,13,600 Rs. 53,33,600 500 Rs. 5000 Sept 21 15.11.2021 29.03.23 Rs. 4,50,000 Rs. 29,50,000 409 Rs. 5000 Dec 21 14.02.2022 29.03.23 Rs. 3,68,100 Rs. 24,13,100 23 Rs. 5000 Sept 23 16.11.2023 08.12.23 Rs. 20,700 Rs. 1,35,700 Rs. 1,08,32,400 ....
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.... Total Rs. 1,62,10,840 The default/non-compliance period is between December 2020 to September 2023 as per the following chart. 20. BSE's contention is that it has imposed penalty based on SEBI's Circular dated July 29, 2022 and it has no discretion in giving any concession. 21. It is very relevant to note appellant's conduct. Admitted fact is that the appellant failed to comply with statutory requirements. For the first time on December 14, 2023 appellant approached the BSE seeking its approval for making material modifications to the NCDs. When the default in compliance and the fine imposed was communicated, appellant furnished a bank guarantee to the BSE covering the fine amount assur....