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"A. Issue a writ of mandamus or any other writ to quash Regulation No. 97, 98 and 99 of the (LODR) Regulations issued by the Respondent No. 2 as being ultra vires the SEBI Act and declare that the Respondent No. 2 has no powers whatsoever to come out with any circular or notification that 'creates' offences.
B. Issue a writ of mandamus or any other writ to quash the circulars issued by the Respondent No.2 under the powers granted to itself under Regulation 98 of (LODR) and declare that the Respondent No.2 has no powers whatsoever to come out with any circular or notification that empowers them to delegate the power to regulate, adjudicate, penalize or freeze accounts.

21. It is next stated in SEBI's affidavit that a need was felt for laying

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sebi-wp-1590-21 24-8-24 final (2).odt down a regulatory framework by consolidating the listing obligations and disclosure requirements for listed entities at one place. It is stated that accordingly, the SEBI (LODR) Regulations 2015 were framed, to ensure that the rights of shareholders are protected and transparency in necessary disclosures by listed entities is maintained. Such regulations also provides for the rights, obligations, duties etc. of the listed companies and the stock exchanges. It is hence contended that the issuance of impugned Circulars dated 30 November 2015 and 26 October 2016 is well within the powers of SEBI under Regulations 97, 98, 99 and 102 read with Regulation 101(2) of SEBI (LODR) Regulations 2015. It is contended that the actions taken by respondent nos. 3 to 6 are in consonance with the SEBI (LODR) Regulations 2015 and the aforesaid circulars of SEBI.

"36. .....(a) .. ... A promoter plays a vital role in raising capital for a company and, therefore, the promoter who continues to flout the byelaws and rules of exchange, LODR regulations and SCRA has to be dealt appropriately to protect the interest of the investors/shareholder of the said company. Additionally, under Regulation 5 of the LODR Regulations 2015, the Promoters, directors, key managerial personnel or any other person dealing with the listed entity are obligated to fulfil the responsibility assigned to the listed entity under the said Regulations. In addition to this, the Impugned Circulars are also in conformity with Regulation 98 of the LODR Regulations 2015 which explicitly provide for freezing of

55. The object of SEBI (LODR) Regulation primarily concerns the listing obligations and a disclosure requirement to be complied by a company. In the present case, the company was formed in the year 1989, and after all statutory compliances, it was listed on the Bombay Stock

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sebi-wp-1590-21 24-8-24 final (2).odt Exchange. We are not shown any material that the petitioner did not cease to have any role, after the company was formed and/or till it defaulted under the said Regulation although it was managed by the Board of Directors. None of the respondents have showed any active role of the petitioner in the capacity of the promoter, in the management of the company and any role and obligation factually fastened on the petitioner in the various compliance which are required to be undertaken under the SEBI (LODR) Regulations, at the time of the freezing of his demat accounts. It is, therefore, difficult to accept that the listing obligations as postulated under the SEBI (LODR) Regulations were at all applicable qua the petitioner, so as to apply Regulation 98(1)(c) in freezing the demat account of the petitioner. We may observe that in the circumstances in hand when a basic obligation under the Regulations itself is not conferred on the promoter of the nature petitioner is, there could not have been a corresponding duty and a consequent default, attributable for any action to be taken under Regulation 98.