Fee continuity under stock broker regulations is confined to express statutory conversion cases; internal notings cannot create a refund right.

Fee continuity under the SEBI stock broker regulations applies only where an individual or partnership membership is converted into a corporate entity within the express Schedule III exception. A distinct corporate member cannot claim exemption from registration fees on the basis of earlier stock exchange arrangements or internal file notings, because administrative notings cannot override the statutory scheme or create enforceable rights. Estoppel was unavailable against the regulations, and correspondence showing that continuity was merely sought also negatived any claim that it had already accrued. The fee demand therefore remained valid, and no refund of amounts collected towards principal and interest was due.

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Issues: Whether the respondent was entitled to fee continuity or exemption from registration fees under Schedule III of the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 on the basis of the earlier stock exchange arrangements and internal file notings; and whether the amounts collected towards principal and interest were refundable.

Analysis: Regulation 10 requires every eligible stock broker to pay fees in the manner prescribed in Schedule III. Clause 4 of Schedule III grants continuity only where a corporate entity is formed by conversion of an individual or partnership membership card into a corporate entity, and the explanation treats such conversion as continuation of the old entity. The respondent was not such a converted entity and was distinct from the original member. Internal file notings could not override the Regulations or create enforceable rights, and there was no basis to apply estoppel against the statutory scheme. The respondent's own correspondence showed that fee continuity had been sought, which negatived any claim that it had already been granted as a matter of right.

Conclusion: The respondent was not entitled to fee continuity or refund, and the fee demand was in accordance with the Regulations.

Final Conclusion: The appeal succeeded and the respondent's claim to continuity benefit and refund failed under the governing regulatory framework.

Ratio Decidendi: Fee continuity under the stock broker fee regulations is available only within the express statutory exception, and internal administrative notings cannot confer a right contrary to the Regulations.

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