Plus SMS Holdings has been ordered to pay NZX a $50,000 penalty for breaching NZAX listing rules by failing to file its preliminary results and annual report.
In a public censure of the company, the NZ Markets Disciplinary Tribunal said Plus SMS's underlying difficulties arose in late 2008.
While Plus SMS initially advised the market of its problems, afterwards it failed to inform the market of the continuing nature of the problems, and the impact the departure of key personnel had on its ability to comply with the rules, the public censure said.
The company also did not seek a waiver of the requirement that the documents should be filed.
The tribunal said the conduct of Plus SMS - in particular its failure to inform the market even that it would be unable to file either of the documents - demonstrated an indifference towards the vital importance of compliance with the disclosure obligations.
Plus SMS, which says it provides mobile entertainment and connectivity services, told the tribunal that any substantial penalties or costs would severely disadvantage investors.
The breaches arose against a backdrop of the resignation and termination of its chief executive and chief financial officer, Plus SMS said.
Litigation started by the former chief executive was continuing and involved restraining orders over various company assets.
The company had been unable to meet its financial reporting obligations due to the former chief executive failing to return various company records and financial information.
All unprofitable businesses had been closed down, with overheads substantially reduced, leaving the board with little executive support, the company said.
It had suffered significantly as a result of the global financial crisis and found it extremely difficult to raise necessary working capital.
Over many months the board had put together all the pieces to prepare a set of financial statements for the year to the end of March 2009, Plus SMS said.
The tribunal said that on February 17 Plus SMS did provide an unaudited statement of financial position, but as the tribunal had already considered the matter and made its determination, it was not able to take the statement into account.
Along with the $50,000 penalty, Plus SMS has to pay the costs of the tribunal and NZX and file the required documents.
Trading in the company's shares has been suspended since last June and NZX said the company had taken no action to have the suspension removed.
