Ratnabali Capital Markets Ltd vs Securities & Exchange Board Of India & ...

The Supreme Court addressed the issue of fee continuity under Section 15Z of the Securities and Exchange Board of India Act, 1992, in the context of a merger between Ratnabali Securities Ltd. and Ratnabali Capital Markets Ltd. The Court held that the transferee entity (RCML) is entitled to the benefit of fee continuity as per the SEBI circular dated 30.9.2002, provided that the majority shareholders of the transferor entity continue to hold majority shareholding in the transferee entity. The demand for registration fees on a turnover basis by SEBI was deemed improper, affirming the rights of RCML under the merger provisions.