2005 (11) TMI 251 - HC - Companies Law

Summary

Issues Involved:
1. Whether a stock broker needs a certificate of registration from SEBI for each stock exchange where he operates.
2. Interpretation of Section 12(1) of the Securities and Exchange Board of India Act, 1992.
3. Validity of SEBI Circular No. SMD/POLICY/CIR-11/98, dated 16-3-1998 concerning multiple registrations.
4. Hierarchy of laws in the context of statutory interpretation.

Detailed Analysis:

1. Whether a stock broker needs a certificate of registration from SEBI for each stock exchange where he operates:
The primary issue in this appeal was whether a stock broker is required to obtain multiple certificates of registration from SEBI for each stock exchange where he operates, or if a single certificate suffices.

2. Interpretation of Section 12(1) of the Securities and Exchange Board of India Act, 1992:
Section 12(1) of the Act states: "No stock broker... shall buy, sell or deal in securities except under, and in accordance with, the conditions of a certificate of registration obtained from the Board in accordance with 'regulations' made under this Act." The court interpreted this to mean that only one certificate of registration from SEBI is required, even if a stock broker operates from multiple stock exchanges. The court emphasized that the term "certificate" implies a singular form, indicating that one certificate is sufficient. This interpretation was reinforced by the absence of any reference to multiple stock exchanges in Section 12(1).

3. Validity of SEBI Circular No. SMD/POLICY/CIR-11/98, dated 16-3-1998 concerning multiple registrations:
The respondent argued based on SEBI Circular No. SMD/POLICY/CIR-11/98, which suggested the necessity of multiple registrations. However, the court held that this circular, being a form of administrative instruction, falls in the lowest layer of the legal hierarchy. Consequently, if there is a conflict between the Act, Rules, and Regulations (higher layers) and the Circular (lower layer), the Circular becomes ultra vires. The court cited precedents to support this hierarchy principle, such as Union of India v. Arun Kumar Roy and others.

4. Hierarchy of laws in the context of statutory interpretation:
The court outlined the legal hierarchy as follows:
1. The Constitution of India.
2. Statutory Law (Parliamentary or State Legislature).
3. Delegated Legislation (rules, regulations under the Act).
4. Administrative instructions (GOs, Circulars).

The court stated that if there is a conflict between norms of different layers, the higher layer prevails. Thus, Section 12(1) of the Act, being statutory law, prevails over the SEBI Circular, which is an administrative instruction.

Conclusion:
The court concluded that Section 12(1) of the Act clearly envisages only one registration by SEBI, regardless of the number of stock exchanges a broker operates from. The court rejected the interpretation that multiple registrations were required, as it would imply modifying the clear language of the statute. Consequently, the appeal was allowed, the impugned judgment was set aside, and it was clarified that only a single registration with SEBI is necessary. Any fees paid for subsequent registrations should be refunded by SEBI, and inconsistent parts of the SEBI Circular were quashed.

The appeal was allowed with no orders as to costs.