Meaningful opportunity in consent proceedings prevails, but retrospective bar on appeals from settlement orders defeats jurisdiction.

SEBI's rejection of a consent application was held procedurally unfair because the appellant had sought inspection of documents repeatedly and was not given a meaningful opportunity to review material furnished in stages before the settlement meeting. The belated disclosure made an ex parte disposal unreasonable and prejudicial, and the adjournment request could not be treated as unjustified merely because SEBI considered some material irrelevant. However, the appeal itself was held not maintainable because retrospectively inserted section 15JB(4) imposed a complete bar on appeals from settlement orders, which deprived the Tribunal of jurisdiction despite the earlier merits hearing.

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Issues: (i) whether SEBI was justified in rejecting the appellant's consent application without affording a meaningful opportunity to participate after belatedly furnishing inspection material; and (ii) whether, in view of the retrospective insertion of section 15JB(4), an appeal against the order passed in settlement proceedings was maintainable.

Issue (i): whether SEBI was justified in rejecting the appellant's consent application without affording a meaningful opportunity to participate after belatedly furnishing inspection material.

Analysis: The dispute arose from serious allegations in the show cause notice and the appellant had repeatedly sought inspection of documents referred to in the notice and in the reinvestigation. SEBI initially declined inspection, then furnished documents in stages, including a substantial volume only shortly before the scheduled meeting before the Internal Committee. In those circumstances, disposing of the consent application ex parte before giving the appellant a fair opportunity to review the material and present its settlement proposal was found to be unreasonable and prejudicial. The Court also held that the appellant's request for adjournment could not be treated as unjustified merely because some of the requested material might have been thought irrelevant by SEBI.

Conclusion: The rejection of the consent application without giving a meaningful opportunity to the appellant was not justified.

Issue (ii): whether, in view of the retrospective insertion of section 15JB(4), an appeal against the order passed in settlement proceedings was maintainable.

Analysis: The Court examined the effect of the later statutory amendments and held that section 15JB(4), as inserted retrospectively, created a complete bar against appeals from orders passed in settlement proceedings. Even though the matter had earlier been heard on merits and the appellant had been allowed to contend that the impugned order was ex parte, the Court held that the retrospective bar governed the appeal and deprived the Tribunal of jurisdiction to entertain it.

Conclusion: The appeal was not maintainable in view of the retrospective statutory bar.

Final Conclusion: The impugned rejection of the consent application was found procedurally unjustified, but the appeal could not be entertained because the amended statute retrospectively barred appeals from settlement orders, resulting in dismissal of the proceeding.

Ratio Decidendi: Where a later amendment retrospectively bars appeals from settlement proceedings, the appellate forum must give effect to that jurisdictional bar even if the underlying consent rejection is found procedurally unfair.

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