Laying requirement under delegated legislation is directory, so non-re-laying across sessions does not invalidate SEBI regulations.

A statutory laying requirement that allows a rule or regulation to be laid before Parliament for thirty days across one or more sessions is directory, not mandatory, so failure to re-lay the instrument in a later session does not by itself invalidate delegated legislation. Read with parliamentary procedure rules and the clarification on record, the provision was construed as permitting completion of the laying period over successive sessions without fresh laying. On the facts, the SEBI rules and regulations had in any event been laid before both Houses and were not rejected or modified, so the challenge based on non-laying or insufficient laying failed and the impugned regulations remained valid.

---

---

Issues: Whether the SEBI (Stock Brokers and Sub-Brokers) Rules and Regulations, 1992 were liable to be struck down as ultra vires for alleged non-compliance with the laying requirement under section 31 of the Securities and Exchange Board of India Act, 1992.

Analysis: Section 31 required every rule and regulation made under the Act to be laid before each House of Parliament for a total period of thirty days, which could be comprised in one session or in two or more successive sessions. The Court read this provision with Rule 234 of the Rules of Procedure and Conduct of Business in Lok Sabha and the parliamentary clarification placed on record, and held that where the statute itself permits the prescribed period to be completed across more than one session, re-laying in the next session is not necessary. The Court further relied on earlier decisions holding that a laying requirement of this kind is directory and not mandatory. On the facts, the rules had in any event been laid before both Houses, and there was no rejection or modification by Parliament.

Conclusion: The challenge to the validity of the rules and regulations on the ground of non-laying or insufficient laying failed; the provisions were not ultra vires on this basis.

Final Conclusion: The statutory laying requirement under section 31 did not invalidate the impugned SEBI rules and regulations, and the appeals failed.

Ratio Decidendi: Where a statute permits a rule or regulation to be laid before Parliament for a specified period across one or more sessions, the laying requirement is directory and not mandatory, and non-re-laying in a subsequent session does not by itself render the delegated legislation invalid.

---