Plain meaning of SEBI registration law: one registration suffices for a broker operating across multiple stock exchanges.

Section 12(1) of the SEBI Act was construed on its plain language to require only a certificate of registration from the Board, without tying registration to any particular stock exchange. The Rules and Regulations were treated as prescribing the procedure and conditions for registration, not as creating separate registrations for each exchange. Administrative circulars could not override the statute or enlarge its scope, because subordinate instructions rank below the parent Act and delegated legislation. Applying the literal rule, the Court held that no words could be added to impose multiple registrations. A stock broker operating from several stock exchanges therefore needs only one SEBI registration, and any contrary circular was ineffective to that extent.

---

---

Issues: Whether a stock broker operating from more than one stock exchange is required to obtain multiple certificates of registration from SEBI, or whether a single certificate of registration is sufficient.

Analysis: Section 12(1) of the Securities and Exchange Board of India Act, 1992 was construed according to its plain language, which refers only to a certificate of registration obtained from the Board and does not link registration to any particular stock exchange. The Rules and Regulations were read as prescribing the procedure and conditions for grant of registration, not as creating separate registrations for each exchange. The circulars could not override the Act or expand its scope, because administrative instructions rank below statutory law and delegated legislation. Applying the literal rule, the Court held that it was impermissible to add words to the statute so as to require multiple registrations.

Conclusion: A stock broker needs only one SEBI registration even if he is a member of, and operates from, several stock exchanges. The contrary view was rejected.

Final Conclusion: The appeal succeeded, the impugned judgment was set aside, and the SEBI circular was held ineffective to the extent inconsistent with the statute.

Ratio Decidendi: Where statutory language is clear and unambiguous, the Court must give effect to its plain meaning and cannot add to or subtract from it by interpretation; subordinate legislation and administrative circulars cannot enlarge the scope of the parent Act.

---