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Picturehouse Media Ltd., Chennai v/s Bombay Stock Exchange Ltd. & Another


Company & Directors' Information:- PICTUREHOUSE MEDIA LIMITED [Active] CIN = L92191TN2000PLC044077

Company & Directors' Information:- B K MEDIA PRIVATE LIMITED [Active] CIN = U51909MH2003PTC266323

Company & Directors' Information:- L AND C MEDIA PRIVATE LIMITED [Active] CIN = U92130TN2008PTC066197

Company & Directors' Information:- M C MEDIA PRIVATE LIMITED [Strike Off] CIN = U92130MH1996PTC098640

Company & Directors' Information:- BOMBAY COMPANY PRIVATE LIMITED [Active] CIN = U99999MH1918PTC000144

Company & Directors' Information:- K P R MEDIA PRIVATE LIMITED [Active] CIN = U74900TG2015PTC099363

Company & Directors' Information:- D L MEDIA PRIVATE LIMITED [Active] CIN = U64204GJ2009PTC056328

Company & Directors' Information:- MEDIA 6 (INDIA) PRIVATE LIMITED [Active] CIN = U22211TG2010PTC069036

Company & Directors' Information:- V L MEDIA PRIVATE LIMITED [Active] CIN = U22222UP2015PTC070065

Company & Directors' Information:- D A MEDIA PRIVATE LIMITED [Strike Off] CIN = U22110DL2001PTC111926

Company & Directors' Information:- G & G MEDIA PRIVATE LIMITED [Active] CIN = U74900PN2013PTC149237

Company & Directors' Information:- H R MEDIA LIMITED [Strike Off] CIN = U74300DL2005PLC143323

Company & Directors' Information:- J. M. MEDIA LIMITED [Active] CIN = U74999DL2012PLC231621

Company & Directors' Information:- N MEDIA PRIVATE LIMITED [Active] CIN = U92100TN2008PTC067723

Company & Directors' Information:- G T Z BOMBAY PRIVATE LIMITED [Active] CIN = U31401MH1984PTC166640

Company & Directors' Information:- I E MEDIA PRIVATE LIMITED [Active] CIN = U74999MH1993PTC075096

Company & Directors' Information:- J B MEDIA PRIVATE LIMITED [Active] CIN = U74300TG2010PTC071519

Company & Directors' Information:- L K MEDIA PRIVATE LIMITED [Strike Off] CIN = U22222UP2013PTC056644

Company & Directors' Information:- MEDIA INDIA LIMITED [Strike Off] CIN = U74300BR1993PLC005422

Company & Directors' Information:- A STOCK & CO LTD [Under Liquidation] CIN = U51503WB1961PLC025135

Company & Directors' Information:- R G MEDIA PRIVATE LIMITED [Strike Off] CIN = U74999TG1994PTC018512

Company & Directors' Information:- D. K. MEDIA PRIVATE LIMITED [Strike Off] CIN = U74900WB2012PTC187736

Company & Directors' Information:- U S MEDIA PRIVATE LIMITED [Strike Off] CIN = U74300DL1998PTC091530

Company & Directors' Information:- S & O MEDIA PRIVATE LIMITED [Active] CIN = U22190MH2010PTC211481

Company & Directors' Information:- N W MEDIA PRIVATE LIMITED [Active] CIN = U22219MH2008PTC178081

Company & Directors' Information:- K & V MEDIA PRIVATE LIMITED [Strike Off] CIN = U74300MH2008PTC188833

Company & Directors' Information:- K 4 MEDIA PRIVATE LIMITED [Strike Off] CIN = U74900TG2013PTC091049

Company & Directors' Information:- MEDIA EXCHANGE PRIVATE LIMITED [Strike Off] CIN = U22219DL2011PTC219961

Company & Directors' Information:- K. P. MEDIA PRIVATE LIMITED [Active] CIN = U72900DL2016PTC300245

Company & Directors' Information:- S & N MEDIA PRIVATE LIMITED [Strike Off] CIN = U74900BR2013PTC020667

Company & Directors' Information:- H A E MEDIA PRIVATE LIMITED [Active] CIN = U74999HR2011PTC042765

Company & Directors' Information:- R P MEDIA PRIVATE LIMITED [Strike Off] CIN = U92130KA2013PTC071267

Company & Directors' Information:- M AND M MEDIA PRIVATE LIMITED [Strike Off] CIN = U74300DL2000PTC103350

Company & Directors' Information:- K MEDIA PVT. LTD. [Strike Off] CIN = U01222WB1991PTC053599

Company & Directors' Information:- STOCK EXCHANGE COMPANY LIMITED [Strike Off] CIN = U99999KA1924PLC000128

Company & Directors' Information:- BOMBAY STOCK EXCHANGE LIMITED [Not available for efiling] CIN = U99999MH1918PTC000486

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

    Decided On, 04 March 2020

    At, SEBI Securities amp Exchange Board of India Securities Appellate Tribunal

    By, THE HONOURABLE MR. JUSTICE TARUN AGARWALA
    By, PRESIDING OFFICER
    By, THE HONOURABLE DR. C.K.G. NAIR
    By, MEMBER & THE HONOURABLE MR. JUSTICE M.T. JOSHI
    By, JUDICIAL MEMBER

    For the Appellant: Paras Parekh, Robin Shah, i/b Parinam Law Associates, Advocates. For the Respondents: R1, Sagar Divekar, Pratik Ingle, Advocates, R2, Anubhav Ghosh, Advocate i/b The Law Point.



Judgment Text


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.

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 rightly rejected by SEBI under Regulation 102 of the LODR

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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.
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