Sanjay Kishan Kaul, J.
1. The trading members of the National Stock Exchange have challenged the circular of the respondent requiring separate registration fee to be paid in case of multiple registrations with the SEBI (Securities and Exchange Board of India).
2. The petitioner is an association of the trading members of the National Stock Exchange. These members deal in sale and purchase of shares and Securities in India. These stock brokers have to be registered with the SEBI under the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 (hereinafter referred to as 'the said Regulations'). Such stock brokers have also to pay fee for registration in accordance with the Regulations. The grievance of the brokers arises from the impugned circular dated March 28, 2002 to the extent that in Part A, sub-para, (vi), the clarification provides for fee payable by composite corporate members and requires that where stock brokers hold more than one registration with the SEBI, separate fee would be required to be paid for each registration with the SEBI. The petitioners contend that this clarification is contrary to the Regulations themselves and is thus liable to be quashed.
3. The reason for the issuance of the circular dated March 28, 2002, is set out in the circular itself which is as under :
SUB : FEES PAYABLE BY STOCK BROKERS
The SEBI has notified the SEBI (Stock Brokers and Sub-Brokers) Regulations in 1992. Schedule III of the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 which deals in detail with the payment of the fees was challenged by the brokers of the stock exchanges in their individual and representative capacity. The Hon'ble Supreme Court was pleased to deliver a judgment on February 1, 2001 on this issue inter alias directing the SEBI to amend the regulations incorporating the recommendations of the R. S. Bhatt Committee Report.
The SEBI has amended the regulations on February 20, 2002 as per the judgment of the Hon'ble Supreme Court incorporating the recommendations of the R. S. Bhatt Committee.
It may be mentioned that the incidence of fees payable to the SEBI by brokers has been reduced by the R. S. Bhatt Committee. The R. S. Bhatt Committee has suggested different rates of payment of fees depending on the nature of the transactions entered into. The SEBI has accepted the recommendations of the R. S. Bhatt Committee and many brokers have paid fees in the past as per Schedule III read down with the recommendations of the R. S. Bhatt Committee and such fees have been accepted by the SEBI.
Following the judgment of the Hon'ble Supreme Court, the SEBI has received representations from the brokers in their individual capacities as well as their representative capacity. The issues have been examined by the SEBI. Part A of this circular contains clarification on the issues sought by the brokers.
4. The relevant clarification (vi) of part A is as under :
(vi) Fees payable by composite corporate members :It is clarified that the Regulations require every broker who wants to receive a certificate of registration from the SEBI to make payment of fees to the SEBI. This is irrespective of the number of cards which are held by the broker on the stock exchange. In case the broker has more than one registration certificate from the SEBI on any stock exchange then he will be required to pay fees as per the Regulations for each and every certificate that he holds. In case the broker holds only one registration certificate and more than one card on any exchange it is clarified that registration fees are payable on the registration certificate and not on the number of cards held by the broker. The brokers' turnover will be the aggregate turnover of all cards.
5. In order to appreciate the controversy between the parties, the Regulations themselves have to be scrutinised since the challenge is that the methodology of charging the fee for registration adopted by the SEBI is contrary to the Regulations read with Schedule III to the Regulations which prescribes the manner of calculation of the fee.
6. The Securities and Exchange Board of India Act, 1992 (hereinafter referred to as 'the said Act') was enacted to protect the interests of investors in securities and to promote the development of and to regulate the securities market. The SEBI was to be established under Section 3 of the said Act. Section 30 of the said Act authorises the SEBI to make Regulations with the previous approval of the Central Government consistent with the provisions of the Act. The said Regulations were made in exercise of the powers conferred under Section 30 of the said Act.
7. Regulations 3 to 10 form part of Chapter II dealing with registration of stock brokers. Regulation 3 provides for an application to be made by the stock brokers for grant of a certificate through the stock exchange or stock exchanges of which the stock broker was admitted as a member. Regulation 6 provides for a grant of a certificate in Form D to the stock broker and intimation to be sent to the stock exchange or stock exchanges. Regulation 9 provides that where a stock broker's application for grant of a certificate has been refused by the Board, such stock broker cannot buy, sell or deal in securities as a stock broker. Regulation 10 provides for payment of fee as prescribed in Schedule III. Regulation 10 is as under :
10. Payment of fees and the consequences of failure to pay fees.--(1) Every applicant eligible for grant of a certificate shall pay such fees and in such manner as specified in Schedule III :
Provided that the Board may on sufficient cause being shown permit the stock broker to pay such fees at any time before the expiry of six months from the date on which such fees become due.(2) Where a stock broker fails to pay the fees as provided in Regulation 10, the Board may suspend the registration certificate, whereupon the stock broker shall cease to buy, sell or deal in securities as a stock broker.
8. Learned senior counsel for the petitioner emphasised that a reading of all the regulations envisaged only a single registration and not multiple registrations. In this behalf, it was emphasised that Regulation 6 provides for grant of 'a certificate' and not multiple certificates. The wording used in Schedule III were also emphasised to the same effect specially where in para. 1(1)(c), the word used is 'a stock broker' and calculated from the 'initial registration'.
9. Schedule III to the Regulations provides that Rs. 5,000 has to be paid as registration fee for turnover up to Rs. 1 crore and for turnover exceeding Rs. 1 crore, it is Rs. 5,000 plus one hundredth of one per cent. (.01%) of the turnover in excess of Rs. 1 crore for each financial year. Para. 1(1) (c) is as under :
(c) after the expiry of five financial years from the date of initial registration as a stock broker, he shall pay sum of rupees five thousand for (every) block of five financial years commencing from the sixth financial year after the date of grant of initial registration to keep his registration in force.
10. The difficulty for members of the petitioner association arises where there is multiple registration spread over a period of time. The benefit of para. 1(1) (c) of Schedule III can be availed of after the expiry of five financial years from the date of initial registration as a stock broker but where there is multiple registration made at different points of time, on each such registration the period would commence again and thus the basis of turnover would apply. Thus, a member may be registered with more than one stock exchange and is charged for both. The turnover would be the combined turnover. However, where the registration has taken place in different years, the five year period would not end for the subsequent registration and would start from the year of the membership with that stock exchange. The concept of annual turnover is specified in the Explanationn to para. 1(3) which is as under :
Explanation.--For the purposes of paragraphs 1, 2 and 3, 'annual turnover' means the aggregate of the sale and purchase prices of securities received and receivable by the stock broker on his own account as well as on account of his clients in respect of sale and purchase or dealing in securities during any financial year.
11. Learned senior counsel for the petitioner contended that once there is a concept of annual turnover as given in the Explanationn aforesaid and the same is the aggregate of the sale and purchase price of the securities during a financial year, what is envisaged is a single registration with the SEBI and the aggregating of the turnover from different stock exchanges. This read with the Regulations, it was submitted clearly meant that only a single certificate had to be issued and the respondent was illegally collecting fee in terms of the impugned circular dated March 28, 2002 on the basis of such requirement of multiple registration.
12. Learned senior counsel for the petitioner emphasised that Schedule III itself envisages the date of initial registration and on the expiry of a period of five years from the date of such initial registration, the stock broker was required to pay only a sum of Rs. 5,000 for every block of five financial years commencing from the 6th financial year after the grant of initial registration and not on the basis of the annual turnover. It is this initial registration which is thus the starting point of time and on the expiry of the period of five years from this initial registration, the concept of a fee based on turnover is given a go-by.
13. The mode and the manner of fee charged was modified in view of the judgment of the Supreme Court in B.S.E. Brokers Forum v. SEBI : AIR2001SC1010 where the validity of regulation 10 read with Schedule III of the Regulations was held intra virus the said Act. The imposition was held to be a fee and not a tax and being a levy which is also regulatory in nature in view of the various activities of the SEBI to regulate the business of the securities market mentioned in Section 11 of the Act and quid pro quo was held not to be a condition precedent for the levy to constitute fee. However, certain directions were passed for the SEBI to amend the regulations to incorporate the recommendations of the R. S. Bhatt Committee Report.
14. Learned senior counsel for the petitioner also referred to the provisions 1 of Section 12 of the said Act which requires registration of a stock broker, sub-broker, share transfer agent, etc., as a pre-condition to buy, sell or deal in securities and in accordance with the conditions of 'a certificate of registration'. A reference was also made to the Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Rules, 1992 (hereinafter referred to as 'the said Rules') enacted in pursuance to the powers conferred under Section 29 of the said Act. Rule 3 refers to a certificate and similarly, Rule 4 dealing with conditions of grant of a certificate specifies the condition. In terms of Rule 4, the requirement is that the stock broker should be registered with at least one stock exchange. Rule 4(b) refers to the requirement to abide by the rules and regulations and the bye-laws of the stock exchange or stock exchange (s) of which the stock broker is a member. Thus, it was submitted that where multiples were to be referred to, they were so specified as in Rule 4(b) while Rule 4(a) refers only to the membership of any stock exchange and Rule 4 in its heading itself refers to a certificate.
15. Regulation 6 requires the certificate to be issued in Form D and intimation to be sent to stock exchange or stock exchanges and it was thus submitted that this implies that if the registration took place even with one, intimation would go to the others. The format of Form D itself provided that it was 'certificate of registration' and was 'a member of the... stock exchange (s)'.
16. Lastly, learned Counsel for the petitioner submitted that despite the provisions of Section 2(h) of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as 'the Securities Contract Act') defining securities to include shares, scrips, stocks, bond, etc., still a requirement was being specified for separate registration.
17. Learned senior counsel for the respondent on the other hand, submitted that this is a second round of litigation started by the petitioners having failed in their challenge to the provisions of the Regulations providing for imposition of fee. The Supreme Court upheld the imposition of the said fee in terms of the judgment in B. S. E. Brokers Forum case : AIR2001SC1010 . It was submitted that in view of the clear pronouncement of the Supreme Court in the said judgment, there was no doubt left about the mode and manner of prescription of the fee. It may, however, be noticed that there was and there could not be, any challenge to the Regulations in view of the said judgment and the only issue raised by the petitioner is whether the impugned circular is contrary to the Regulations.
18. Learned counsel for the respondent referred to the Securities Contract Act where Section 3(1) requires an application to be made by a stock exchange for registration and Section 4 deals with the grant of recognition to stock exchange. Thus, each separate stock exchange has to be separately registered.
19. Chapter IV of the said Act deals with the powers and functions of the SEBI and under Section 11 which falls in the said Chapter it is the duty of the Board to take such measures as it thinks fit to protect the interests of the investors and securities and to regulate the securities market. Sub-section (2) of Section 11 provides for certain measures without prejudice to the generality of Sub-section (1). These include regulating the business and stock exchanges and other stock markets and regulating the working of the stock brokers. Some of the relevant provisions are as under :
11. Functions of Board.--(1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit.
(2) Without prejudice to the generality of the foregoing provisions, the measures referred to therein may provide for--
(a) regulating the business in stock exchanges and any other securities markets;
(b) registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant bankers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with securities markets in any manner;
(ba) registering and regulating the working of the depositories, (participants), custodian of securities, foreign institutional investors, credit raring agencies and such other intermediaries as the Board may, by notification, specify in this behalf;....
20. It was thus emphasised by reference to the aforesaid provisions that the SEBI endorsed different stock exchanges and so the fee has to be separate as it is part of the regulatory mechanism as emphasised by the Supreme Court in B. S. E. Brokers Forum case : AIR2001SC1010 .
21. Learned counsel for the respondent emphasised the fact that Form A of Schedule I to the Regulations in which the application had to be filed itself calls for disclosures as to whether a stock broker is a member of one or more stock exchange and the names of such stock exchanges along with the SEBI registration number(s). It was thus submitted that what was envisaged was a membership of more than one stock exchange and grant of registration certificate in respect of more than one stock exchange. In so far as the reference to the initial date of registration in Appendix III is concerned, it was emphasised that the date of initial registration as stock broker implies the registration pertaining to the particular stock exchange only of which the stock broker is a member and in respect of which certification for registration has been granted. Not only this, even one stock exchange registration takes place for different entities for example equity segment, debt segment and even for the same separate fees are paid.
22. Learned counsel for the respondent emphasised that different expertise is required for dealing with different natures of segments of equities, debt, etc., and thus a multiple registration is envisaged as also fee for such registration. Even the requirements to be met for registration for each segment are different. It was emphasised that there was no charge per card but only when trading over different levels for different registration.
23. Learned counsel for the respondent emphasised that the R. S. Bhatt Committee Report had in fact been approved by the Supreme Court in B.S.E. Brokers Forum case : AIR2001SC1010 . A reference was specially made in para. 47 of the said judgment which is as under (page 530 of 104 Comp Cas) :
47. thereforee, it would be futile to contend that the impugned fee merely because it is levied on the basis of the turnover of the brokers would either amount to a turnover tax or a tax on income. While we accept the levy based on annual turnover of the brokers as valid, we have to notice that the Expert Committee appointed by the Board has in its report held that there should be certain changes brought about in the definition of 'annual turnover' as also in the quantum of the levy pertaining to certain specific transactions which are treated as part of the turnover. It has recommended that for 'jobbing transactions' the scale of fees may be reduced to one two hundredth of 1 per cent, and in regard to carry forward, renewal or badla transactions, the off-setting entries made by the exchange, may not be counted as part of the turnover, and, further, on Government securities, PSU bonds and units, the turnover will have to be calculated separately and a fee of one thousandth of one per cent, may be charged on such turnover than the present scale of one hundredth of one per cent. It has also recommended that the activities such as underwriting and collection of deposits should not be taken into account for the purpose of calculating the turnover of the brokers. These recommendations of the Committee were, as a matter of fact/ accepted by the Government of India also but, as on date, the necessary changes have not been brought about by the Board in its Regulations. Consequently, to the extent of the recommendations made by the Expert Committee, we are of the opinion that the Board is bound to bring about corresponding changes so as to remove the anomalies pointed out by the Committee. This was pointed out to learned Counsel for the respondents when it was submitted that the Board has accepted these recommendations and the proposed changes were not brought about because of the pendency of this petition and the necessary changes to incorporate the recommendations of the Bhatt Committee would be done after disposal of these petitions. We recorded this submission on behalf of the Board and direct that the said changes recommended by the Bhatt Committee be incorporated in the Regulations. Subject to the above, we are of the view that the challenge made to the levy based on the measure of turnover has to be rejected.
24. I have considered the submissions advanced by learned senior counsel for the parties.
25. It has to be appreciated that the initial challenge of the brokers was to the imposition of the fee in B. S. E. Brokers Forum case : AIR2001SC1010 . This challenge was repelled by the Supreme Court. It was held that this was not a turnover tax or tax on income. The R. S. Bhatt Committee Report which was approved by the Supreme Court had made certain recommendations for reduction of fee pertaining to specific transactions to be treated as part of the turnover. The recommendations of the Bhatt Committee have been adopted by the respondent and corresponding changes had been brought in.
26. The challenge in the present petition is limited to the effect of the impugned circular and whether the same can be said to be contrary to the regulations.
27. Learned senior counsel for the petitioner had laid great emphasis on the concept of initial registration in Schedule III and the said initial registration being as a stock broker. It is, however, to be appreciated that there is a separate registration envisaged with each stock exchange. Over this, there is no doubt. The words cannot be interpreted in isolation and have to be understood in the context in which they are used. The membership of stock broker and registration with stock exchange is envisaged as also more than one registration where he seeks membership of more than one stock exchange. The words 'initial registration as a stock broker' have thus to be understood in that context and must imply the registration with a particular stock exchange. This itself will not imply that there is no concept of multiple registrations or that the SEBI is devoid of the powers of providing for such multiple registrations.
28. The emphasis on the wording used in Regulation 6 and Regulation 9 have thus to be also understood in that context. An application has to be made in Form A and that form itself provides for specifying the details of the membership of different stock exchanges and for SEBI registration number(s). Thus, multiple registrations are envisaged even there. A complete reading of the regulation shows that wherever the singular phraseology is used, the same implies the reference to the registration in respect of a particular stock exchange. It is also not disputed that stock brokers are enrolling themselves in different categories as members for stock exchange, for example equity segment, debt segment, derivative segment, commodity segment etc. Thus, the stock brokers are conscious of the different nature of activities required and the expertise for carrying out the activities which may entitle them to registration for trading in one nature of securities but may not be so in respect of another nature of securities.
29. The aforesaid has also to be appreciated keeping in mind the observations of the Supreme Court in B. S. E. Brokers Forum case : AIR2001SC1010 dealing with the levy of fee under Regulation 10 read with Schedule III. It would be useful to reproduce some of the observations from the judgment of the Supreme Court. These are as under (page 503 of [2001] 3 SCC 523, :
38. As noticed in City Corporation of Calicut v. Thachambalath Sadasivan : [1985]2SCR1008 , the traditional concept of quid pro quo in a fee has undergone considerable transformation. From a conspectus of the ratio of the above judgments, we find that so far as the regulatory fee is concerned, the service to be rendered is not a condition precedent and the same does not lose the character of a fee provided fee so charged is not excessive. It is also not necessary that the services to be rendered by the collecting authority should be confined to the contributories alone. As held in Sirsilk Ltd. v. Textiles Committee : AIR1989SC317 , if the levy is for the benefit of the entire industry, there is sufficient quid pro quo between the levy recovered and services rendered to the industry as a whole. If we apply the test as laid down by this Court in. the above said judgments to the facts of the case in hand, it can be seen that the statute under Section 11 of the Act requires the Board to undertake various activities to regulate the business of the securities market which requires constant and continuing supervision including investigation and instituting legal proceedings against the offending traders, wherever necessary. Such activities are clearly regulatory activities and the Board is empowered under Section 11(2)(k) to charge the required fee for the said purpose, and once it is held that the fee levied is also regulatory in nature then the requirement of quid pro quo recedes to the background and the same need not be confined to the contributories alone....
40. thereforee, it contends that it will be erroneous on the part of the petitioners to contend that the Board is levying any amount in excess of its requirement. While examining the reasonableness of the quantum of levy, the same will not be done with a view to find out whether there is a corelatablequid pro quo to the quantum of levy, because as noticed hereinabove, the quid pro quo is not a condition precedent for the levy of a regulatory fee. Such examination will have to be made in the context of the levy being either excessive or unreasonable for the requirement of the authority for fulfillingits statutory obligations. With this principle in mind, we have noticed earlier that apart from the requirement of registration of brokers and other intermediaries, the statute also mandates that the Board should regulate the business of stock exchanges and other securities markets. It also mandates that the Board shall promote and regulate self-regulatory organisations prohibiting fraudulent trade practices and insider trading, promote investors' education and training of intermediaries, regulate the acquisition of shares and takeover of companies, undertake inspection, inquiries and audits of the stock exchanges, mutual funds and other persons associated with the securities market, conduct research in furtherance of the obligations cast on the Board and over and above all, it has the obligation to perform such functions as are delegated to it by the Central Government under the SCR Act, 1956. It is seen that in furtherance of these requirements of the statute, the Board requires substantial sums of money towards capital expenditure in the form of acquiring office premises, residential premises, office equipments and to provide the necessary facilities for inducting the information technology in its day-to-day functions. It is to be noticed that the Board has to control and Regulate 23 stock exchanges all over India which have more than 10,000 listed companies, 9500 brokers, 5500 sub-brokers, 250 merchant brokers with similar number of registrars to the issue, share transfer agents, more than 300 depository participants and other categories of intermediaries. From the material supplied by the Board, it is to be noticed that the total market capitalisation is over 8 lakh crores. Apart from this, it is the case of the Board that it has to Regulate 39 mutual funds involving 300 schemes with a net asset value (NAV) of Rs. 1 lakh crores. The Board has also to deal with the entities which raise money through collective investment schemes at present involving 642 companies which have raised Rs. 2,680 crores from the public. From the pleadings of the Board, it is to be seen that a large number of cases to the tune of nearly 800 are pending in various courts in India which in due course are likely to increase, thereby burdening the Board with heavy expenditure. That apart, it has the responsibility of protecting the interests of investors as well as undertake investors' education among other duties specified in Section 11 of the Act. The Board has placed material before us to show that the Government of India has already delegated to the Board the functions under the SCR Act, the Depositories Act as also some of the functions under the Companies Act. To discharge all these duties, the Board has contended before us, which cannot be controverter, that it requires substantial staff members and it has to induct professional persons at various levels, apart from modernising the working with the induction of latest modern technology. The Board has also contended that it has to invest huge sums of money in providing proper and necessary office space as also adequate housing facilities to the staff without which it would be extremely difficult for the Board to employ and retain its technically trained staff in its employment. To meet all these expenses, according to the Board, it has no other source of income apart from the levy contemplated under Sections 11(2) (k) and 12 of the Act, except a certain sum loaned by the Government of India which is repayable, hence, the Board certainly requires substantial sums of money. What the petitioners contend in this regard is that most of these expenses are in the nature of capital expenditure for which provisions ought to be made by the Government and they cannot be saddled with the burden of providing these infrastructures of the Board. This argument of course is based on the ground that the capital expenditure cannot be met out of the fee to be levied on them and also on the ground that a substantial amount of levy is being utilised not for their benefit but for the benefit of other persons involved in the stock market. Once we come to the conclusion that the fee in question is primarily a regulatory fee then the argument that the service rendered by the Board should be confined to the contributories alone, cannot be accepted. What the court has to investigate while examining a challenge of this nature is to see what is the primary object of the Regulations for which the fee is being collected and find out whether the Regulations in question are in public interest or not. Once the levy is in public interest and connected with the larger trade in which the contributories are involved then confining the services only to the contributories does not arise, as has been held by this Court in City Corporation of Calicut v. Thachambalath Sadasivan : [1985]2SCR1008 . Applying the said principle, we are of the opinion that since the amount collected under the impugned levy is being spent by the Board on various activities of the stock and securities market with which the petitioners are directly connected, the fact that the entire benefit of the levy does not accrue to the contributories, i.e., the petitioners would not make the levy invalid . . .
45. It cannot be disputed that the 'annual turnover' of a broker is not the subject-matter of the levy but is only a measure of the levy. In other words, the fee is not being levied on the turnover as such but the fee is being levied on the brokers making their annual turnover as a measure of the levy which is a fee for regulating the activities of the securities market and for registration of the brokers and other intermediaries in the said market. thereforee, it is futile to contend that such levy would be either a tax or a fee on turnover. It is a settled principle in law that if the State has the authority to impose a levy then it has a wide discretion in choosing the measure of levy, provided, of course, it withstands the test of reasonableness. Many levies may have a similar measure but by such similarity in the measure, the levies do not become the same. thereforee, if the impugned levy adopts a measure which is either similar to the one adopted while levying turnover tax or income-tax, the impugned levy ipso facto by adoption of such measure, would not become either an income-tax or a turnover tax or even a fee on income or a fee on turnover. This court in the case of Goodricke Group Ltd. v. State of West Bengal : 1995(50)ECC138 while upholding a cess on tea estates which is a tax on land by the measure of yield by quantum of tea leaves produced in the tea estates held :A tax imposed on land measured with reference to or on the basis of its yield, is certainly a tax directly on the land. Apart from income, yield or produce, there can perhaps be no other basis for levy. 'A tax on land is assessed on the actual or potential productivity of the land sought to be taxed'. Merely because a tax on land or building is imposed with reference to its income or yield, it does not cease to be a tax on land or building. The income or yield of the land/ building is taken merely as a measure of the tax; it does not alter the nature or character of the levy. It still remains a tax on land or building. There is no set pattern of levy of tax on lands and buildings--indeed there can be no such standardisation. There cannot be uniform levy unrelated to the quality, character or income/yield of the land. Any such levy has been held to be arbitrary and discriminatory. No one can say that a tax under a particular entry must be levied only in a particular manner which may have been adopted hitherto. The Legislature is free to adopt such method of levy as it chooses and so long as the character of levy remains the same, i.e., within the four cornersof the particular entry, no objection can be taken to the method adopted.
30. It is abundantly clear from the reading of the aforesaid that in view of the nature of regulatory functions to be performed by the respondent the mode and manner of the levy of fee has to be levied by the respondent and there is no concept of quid pro quo. Once this power is accepted, there cannot be a challenge to the methodology adopted for quantification of the fee specially when it cannot be doubted that in case of a stock broker registered with more than one stock exchange, the regulatory mechanism and supervision would be required for more than one stock exchange and for the trading of that person on multiple stock exchanges.
31. In my considered view, the impugned circular dated March 28, 2002 is intra virus the regulations and clarifies the mode and manner of calculation of the fee. It is in fact the result of the R. S. Bhatt Committee Report and the judgment of the Supreme Court in B. S. E. Brokers Forum case : AIR2001SC1010 . It appears that the present writ petition is only an attempt on the part of the petitioners to further reduce the incidence of fee having failed to succeed in the challenge to the imposition of the fee, etc., in B. S. E. Brokers Forum case : AIR2001SC1010 . This cannot be permitted in view of the clear pronouncement of the Supreme Court about the authority of the respondent to impose the fee and to determine its mode and manner.
32. In view of the aforesaid, I find no merit in the challenge to the impugned circular by the petitioners.
33. Dismissed, leaving the parties to bear their own costs.
34. It is, however, clarified that in view of the aforesaid challenge pending, the petitioners will not be deprived of the benefit of the Securities and Exchange Board of India (Interest Liability Regularisation) Scheme, 2004 which had been directed by the interim orders dated August 12, 2004, read with the clarification dated October 5, 2004.