RIL says Sebi wrong to impose Rs13-cr non-disclosure fine

Reliance Industries Ltd, in response to a fine slapped by the Securities & Exchange Board of India for non-disclosure of a key ratio, has countered saying, "The issue relates to the method of calculation of diluted EPS under the accounting standards. The issue is not of non-disclosure."

Sebi on Friday imposed a penalty of Rs13 crore on RIL for alleged violation of its listing pact by not publishing a key ratio, but the company claims it was a technical matter and not one of non-disclosure.

Under Sebi rules, companies have to disclose both their basic and diluted earnings per share (EPS) ratio in the quarterly financial statements filed with stock exchanges.

Reliance further said, "It can be observed from the results published by the company of all the quarters in question that both basic and diluted EPS have been disclosed.''

SEBI said in its order, "As RIL had outstanding share warrants issued in April 2007 which got converted into equity shares only during the third quarter of financial year 2008-09, RIL should have disclosed Basic and DEPS in the filings for the quarters ended June 2007, September 2007, December 2007, March 2008, June 2008 and September 2008."

As per SEBI's order document, the alleged violation dates back to 2007-09, when RIL had issued 120 million warrants to entities in the promoter group on preferential basis. According to the regulator, on the conversion of these warrants into shares there was an increase in the paid-up share capital of RIL.

During a hearing in March, RIL had argued that they did not disclose diluted EPS separately as the warrants were exercised at the fair value and there was no dilution of earnings, SEBI said.

The regulator's order stated that disclosure of EPS is "one of the important tools that investors use while making a decision regarding their investment in particular scrip".

Reliance said in its arguments and written submission brought out all the relevant clauses of the accounting standards to substantiate why basic EPS and diluted EPS were same in all the quarters.

"We are now studying the order as to the interpretation SEBI has taken and would take appropriate action based on legal advice," RIL said.