Penalty for inadvertent filing defaults reduced where substantial compliance and lack of mala fide are demonstrated.

The Appellant, Nam Securities Limited, is a listed company engaged in securities trading

On May 30, 2025, the Appellant’s Board approved audited financial results for the quarter and year ended March 2025.

The results were uploaded to the BSE listing portal in PDF format within 30 minutes and in XBRL format within 24 hours of the meeting’s conclusion

On June 17, 2025, the Respondent (BSE) alleged non-compliance with Regulation 33 of the LODR Regulations, claiming the standalone financial results were not submitted in PDF format

On June 27, 2025, BSE levied a fine of ₹1,53,400 (eventually ₹1,77,000 including GST) for "non-submission"

It was later clarified telephonically on July 1, 2025, that the PDF file was uploaded but two pages containing quarterly figures were missing due to a technical glitch

The Appellant re-uploaded the complete file immediately and paid the fine under protest on July 23, 2025

1. Whether the imposition of a penalty for non-compliance with Regulation 33 of the LODR Regulations was sustainable when the filing was complete in XBRL format and the PDF omission was inadvertent

2. Whether the Respondent was justified in categorizing an "incomplete submission" as a "non-submission" to levy the maximum penalty

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), which mandates the submission of financial results within prescribed timelines and formats

principle of proportionality in administrative penalties, distinguishing between mala fide contraventions and inadvertent technical errors that do not prejudice investor awareness

The Tribunal observed that while the Respondent characterized the default as "non-submission," the records and acknowledgments proved the PDF was indeed uploaded on May 30, 2025

The discrepancy was limited to two missing pages out of twenty-two

The Tribunal noted that the Appellant had fulfilled the substantive requirements of Regulation 33 by uploading the complete results in XBRL format within the stipulated time and publishing them in two newspapers, ensuring investors were duly informed

The Tribunal found no mala fide intent, concluding that the violation was inadvertent and caused by a technical glitch

Consequently, the Tribunal determined that while a technical breach occurred, the heavy fine imposed by the BSE was disproportionate given the facts

It reduced the penalty from ₹1,77,000 to ₹5,000

Since the Appellant had already deposited the full amount under protest, the Respondent (BSE) was directed to remit ₹1,72,000 back to the Appellant within two weeks of the order

No costs were awarded