Securities Appellate Tribunal
Acme Resorces Limited vs Bse Limited on 5 December, 2025
IN THE SECURITIES APPELLATE TRIBUNAL
AT MUMBAI
DATED THIS 5TH DAY OF DECEMBER, 2025
CORAM: Justice P.S. Dinesh Kumar, Presiding Officer
Ms. Meera Swarup, Technical Member
Dr. Dheeraj Bhatnagar, Technical Member
Appeal No.184 of 2024
ACME Resources Limited
984, 9th Floor, Aggarwal Cyber Plaza-II,
Netaji Subhash Place, Pitampura,
North West, New Delhi
Delhi- 110034. ...Appellant
(By Mr. Kunal Katariya, Advocate with Ms. Pooja Gera with Ms.
Riyal Suryavanshi, Advocates i/b. Aretha Legal, Advocates for
the Appellant.)
Bombay Stock Exchange Limited
BSE Limited, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400 001. ...Respondent
(By Mr. Sagar Divekar, Advocate with Mr. Abhimanyu
Mhapankar, Advocate for the Respondent.)
THIS APPEAL IS FILED UNDER SECTION 23L OF SECURITIES
CONTRACTS (REGULATION) ACT, 1956 TO SET ASIDE ORDER
DATED DECEMBER 26, 2023 (Ex-A) PASSED BY BSE.
THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR
ORDERS ON OCTOBER 8, 2025, COMING ON FOR
PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE
THE FOLLOWING:
2
ORDER
Per: Justice P.S. Dinesh Kumar, Presiding Officer This appeal is directed against communication dated December 26, 2023, passed by the Request Review Committee, BSE1 confirming the fines imposed for violation of provisions of SEBI (LODR) Regulations2, 2015.
2. We have heard Shri Kunal Katariya, learned Advocate for the appellant and Shri Sagar Divekar, learned Advocate for BSE.
3. Brief facts of the case are, ACME Resources Limited is a company listed with BSE. It is engaged in trading of securities, finances etc. BSE through various communications intimated the appellant of non-compliances, delayed compliances and fines under LODR Regulations ending with email dated May 2, 2023. Appellant vide letter dated June 16, 2023 and an email3 requested BSE to waive the fines levied against the company. BSE's waiver committee partly allowed the request and advised the appellant to pay ₹22.23 Lakhs. Appellant vide letter dated August 25, 2023, once again requested for waiver of fines. BSE, after hearing the appellant has passed the impugned order rejecting the waiver application.
1Bombay Stock Exchange Limited 2 SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 3 dated 25.08.2023 3
4. The list of non-compliance and late compliances are as under-
Sr. Regulation Quarter/ Non- Due date of Date of Delay Fine
No. (LODR) Month compliance compliance Compliance In Levied
/Late days (in Rs.
compliance Excluding
GST)
1 34 Mar-2018 Late 29.10.2018 20.11.2018 22 44,000
Compliance
2 13(3) Sep-2018 Late 22.10.2018 12.11.2018 21 21,000
Compliance
3 17(1)(b) Dec-2019 Non 01.11.2019 26.02.2020 61 3,05,000
compliance
4 17(1)(b) Mar-2020 Non 01.09.2019 26.02.2020 56 2,80,000
compliance
5 34 Mar-2020 Late 09.09.2020 11.01.2021 124 2,48,000
Compliance
6 17(1)(c) Dec-2021 Non 01.10.2021 28.03.2022 92 4,60,000
Compliance
7 17(1)(c) Mar-2022 Non 01.10.2021 28.03.2022 86 4,30,000
Compliance
8 24A Mar-2022 Late 30.05.2022 07.06.2022 8 16,000
Compliance
9 23(9) Mar-2023 Late 29.05.2023 14.06.2023 16 80,000
Compliance
5. The submissions of the learned Advocates with regard to the violations mentioned in the above table, are as follows:
a) Re: Violation No.1:
Appellant does not press the first violation under
Regulation 34 of LODR Regulations for the quarter ended March 2018.
4b) Re: Violation No.2:
i. Shri Kataria submitted that on November 9, 2018, BSE has sent an email levying a fine of ₹18,000 for violation of Regulation 13(3) of LODR Regulations for appellant's failure to file quarterly report of investor complaints for the quarter ending September 2018. On November 12, 2018, appellant promptly complied with the disclosure requirement. BSE imposed a fine of ₹18,000 and subsequently increased to ₹21,000/-. There was no complaint from any investor for that period.
ii. In reply, learned Advocate for BSE submitted that the appellant being a listed entity, is bound to comply with the LODR Regulations. Merely because the appellant complied with the disclosure requirement under Regulation 13(3) of LODR Regulations on the next working day after the default was notified by BSE does not entitle the appellant for any waiver of fines.
iii. It is an admitted position that appellant is a listed entity and duty bound to comply with LODR Regulations. The due date for compliance was 22.10.2018 and compliance has been done on 12.11.2018. The reason given by the appellant is 'inadvertence' and the same is not tenable.
5c) Re: Violation No.3 and 4:
i. Shri Kataria submitted that BSE has imposed a fine of ₹3,05,000/- for the quarter ended December 2019 and ₹2,80,000/- for the quarter ended March 2020. During November 2019 and February 2020, the appellant was in the process of reconstituting its board and could not meet the requirements due to then prevailing Covid-19 pandemic. On February 26, 2020, appellant had cured the non-compliance and intimated the same to BSE on July 3, 2020. Prior to 2023 amendment to LODR Regulations, there was no prescribed timeline for fulfilling the vacancy of directors. No fine can be levied for delayed compliance when no time line was prescribed. In support of this submission placed reliance on Century Enka Limited v. SEBI4.
ii. In reply, learned advocate for BSE submitted that appellant did not have requisite number of independent directors on its board. Timeline for appointment of independent directors is provided under Regulation 25(6) of LODR Regulations, which provides that a vacancy shall be filled at the earliest and not later than three (3) months from the date of such vacancy. Therefore, appellant failed to adhere to such timeline. Appellant complied with the requirement only on February 26, 2020. The order of this Tribunal in Century Enka Limited v. SEBI, is not applicable 4 2022 SCC OnLine SAT 898 6 because in that case a casual vacancy had occurred due to death of a Director.
iii. Appellant's contention is that there was no prescribed time limit prior to 2023 amendment. The due dates for compliance fell in September and November 2019. The appellant has complied on 26.2.2020. Thus there is delay of four months in first case and two months in the second case. Shri Kataria is right in his submission that in Century Enka (supra), this Tribunal has held that if no timeline is prescribed, the question of imposition of fine does not arise. Therefore, the fines imposed for violation Nos.3 and 4 are not sustainable.
d) Re: Violation No.5: i. Shri Katraia submitted that BSE has imposed a fine of
₹2,48,000/- for violation delay of 124 days in submitting a 'copy of annual report sent to shareholders along with notice of annual general meeting' to BSE for the quarter ended March 2020. The delay has occurred due to Covid- 19 pandemic. BSE has not issued notice within thirty (30) days as prescribed in the SOP Circular 2. Therefore, no fine could be imposed on the appellant.
ii. In reply learned Advocate for the BSE submitted that Annual General Body meeting was conducted on September 30, 2020 and the results were filed on October 1, 2020 with BSE. Appellant's contention that that the 7 Annual Report could not be filed due to Covid-19 pandemic because the AGM was conducted during the Covid-19 period. Further by a Circular dated September 8, 2020, MCA5 had extended the time till December 31, 2020, yet the appellant did not file the annual report in time.
iii. Undisputed fact is that the period between 15.3.2020 and 28.2.2022 has been considered as Covid-19 period by the Hon'ble Supreme Court of India6. Further, MCA had extended the time till December 31, 2020. Reckoned from that date, the delay is eleven days which also falls within the Covid-19 period. Therefore, in our view, appellant is entitled for waiver and fine is not sustainable.
e) Re: Violation No.6 and 7:
i. Shri Katraia submitted that BSE has imposed fine for appellant's failure to have 6 directors on its board for the quarter ended December 2021. On February 9, 2022, BSE sent an email to the appellant with respect to the said violation. On enquiry, BSE informed that appellant was listed in the Top 2000 companies based on market capitalisation on the exchange platform for financial year ending March 2021. Appellant was not aware of this fact. Further, there was Covid-19 pandemic during the said period. However, on becoming aware of the requirement, 5 Ministry of Corporate Affairs 6 Miscellaneous Application No.21 of 2022 in Miscellaneous Application No. 665 of 2021 in Suo Motu Writ Petition (C) No.3 of 2020 in Re:
Cognizance for Extension of Limitation.8
appellant increased the number of directors from 4 to 6 on March 28, 2022 and intimated the exchange.
ii. Shri Kataria further submitted that prior to the 2023 amendment of LODR Regulations, there were no prescribed timelines for fulfilling the vacancy of directors under Regulation 17(1) (c) of LODR Regulations and hence, no fine could be levied.
iii. In reply, learned Advocate for BSE submitted that the list of top 2000 listed entities for year ending Mach 2021 was disseminated in BSE's website and it was in public domain and the appellant was given 6 months' time to comply. However, the appellant failed to do so for two quarters.
iv. We note that fine has been imposed on the ground that the violation had occurred in complying with the LODR Regulation, though the appellant was listed in the top 2000 entities. BSE's case is that the said list was in public domain and appellant ought to have complied with the Regulation. Appellant has raised two contentions. Firstly that prior to amendment in 2023, there was no timeline. Secondly that the violation had occurred during Covid-19 pandemic. While dealing with violation Nos. 3 and 4 above, we have taken note of this Tribunal's earlier decision in Century Enka (supra) and held that in the absence of express provision, fine cannot be levied. So far as appellant's contention with regard to Covid-19 is concerned, we note that the non-compliance period indeed 9 fell within the pandemic period except the last one month. Therefore, the non-compliance gets reduced to one month. In view of our finding that there was no express provision with regard to timeline, the fine levied is not sustainable.
f) Re: Violation No.8: i. Shri Katraia submitted that the fine of ₹16,000/- has been
levied for a delay of eight days in filing secretarial compliance report for the period ended March 2022. The delay has occurred due to inadvertence. On May 2, 2023, BSE has sent an email to the appellant, but not issued notice within thirty (30) days as prescribed in the SOP Circular 2. Therefore, no fine could be imposed.
ii. In reply, learned Advocate for BSE submitted that BSE has sent an email on June 29, 2022, within the time prescribed in the SOP Circular. Therefore, appellant is not entitled for waiver.
iii. Admittedly, the due date for compliance was 30.5.2022.
BSE's contention that notice as per SOP Circular was issued in time is denied. In view of admitted delay, in our view, no waiver is permissible.
g) Re: Violation No.9: i. Shri Katraia submitted that the fine of ₹80,000/- was
levied on the appellant, for delay of 16 days in disclosing related party transactions to BSE for the period ending 10 March 2023, under Regulation 23(9) of LODR Regulations. Appellant had submitted its the standalone and consolidated financial results for the quarter and year ended March 2023 to BSE on May 29, 2023 and on June 14, 2023, appellant disclosed its related party transactions, which was within 15 days from the date of submission of financials. BSE has not provided an opportunity to show cause or of being heard, with respect to this violation, which is in violation of principles of natural justice.
ii. In reply, learned Advocate for BSE submitted that appellant had submitted its financial results for the quarter ended March 31, 2023 on May 29, 2023. As per Regulation 23(9), appellant was required to disclose the related party transactions to BSE on the same day itself i.e., May 29, 2023.
iii. We have perused Regulation 23(9) of LODR Regulations.
The proviso of the said Regulation is clear to the effect that the entity shall make disclosures every six months 'on the date' of publication of its standalone consolidated financial results with effect from April 1, 2023. Admittedly, the disclosure is not made on the date of publication of financial results. Hence, we find no merit in appellant's contention.11
6. For the reasons recorded with respect to each violation, the following:
ORDER i. Appeal is allowed in part. ii. Fines levied for violation Nos.3,4,5,6 and 7 are set aside in terms of paragraph Nos.5(c)(iii), 5(d)(iii) and 5(e)(iv) of this order. iii. Remaining portion of the order remains undisturbed. iv. Pending interlocutory application(s), if any, stand disposed of.
v. No costs.
Justice P.S. Dinesh Kumar Presiding Officer Ms. Meera Swarup Technical Member Dr. Dheeraj Bhatnagar Technical Member RAJALA Digitally signed 05.12.2025 by KSHMI RAJALAKSHMI NAIR H H NAIR Date: 2025.12.05 RHN 12:22:10 +05'30'