Jitendra Jain, JJ.

RESERVED ON: 15 October 2024 PRONOUNCED ON: 11 November 2024 JUDGMENT: ( Per M. S. Sonak, J.)

1. Heard learned counsel for the parties.

2. This petition challenges the following: - (a) The validity of regulations 6(1)(f) and 13(2)(ba) of the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 (Settlement Regulations);

(b) Communication dated 31 July 2024 (impugned rejection letter) by which the petitioners’ settlement proposal came to be rejected.

3. The petition also refers to a challenge to the regulation 11-A of the Settlement Regulations. However, no such provision exists in the copy of the Settlement Regulations handed over to us. In any event, no submissions were made in the context of this regulation 11-A.

4. The first petitioner is a publicly listed company incorporated under the Companies Act of 1956. It trades shares, currencies, and derivatives on all the leading exchanges in India. The second petitioner is a promoter of the first petition company, with a shareholding of 74.56%.

5. The respondent, the Securities and Exchange Board of India (SEBI), issued a show-cause notice (SCN) dated 29 August 2023 to the petitioners and seven