Exchange-wise stock broker registration upheld, with ad valorem fees applying separately to each registration cycle.

Under the SEBI registration framework, a stock broker must obtain registration for each stock exchange on which it operates, because the statutory scheme, regulations, application form and certificate format together link registration to the concerned exchange rather than to a single all-purpose licence. The Court held that the singular wording of the enabling provision does not displace the broader regulatory structure. It also held that the ad valorem fee applies to each such exchange-specific registration and its renewal cycle, since the fee schedule governs both initial registration and renewal in relation to the relevant exchange. SEBI's circular was upheld as consistent with the governing legal framework.

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Issues: (i) Whether, under the SEBI regime, a stock broker must obtain a separate certificate of registration for each stock exchange where he operates or whether one certificate of registration is sufficient for all exchanges; (ii) Whether the ad valorem fee payable for the initial five-year period recurs with every such registration.

Issue (i): Whether, under the SEBI regime, a stock broker must obtain a separate certificate of registration for each stock exchange where he operates or whether one certificate of registration is sufficient for all exchanges.

Analysis: The statutory scheme was read as a whole, including the enabling provisions of the SEBI Act, the Rules, the Regulations, the prescribed form of application and the certificate format. The expression used in Section 12(1) was held not to exclude multiple registrations, and the mechanism under the Regulations contemplated applications through the relevant stock exchange or exchanges, consideration of eligibility, and issue of registration in relation to the exchange concerned. The Court held that the High Court had focused on the singular phrase without giving effect to the complete regulatory framework and the purpose of the legislation.

Conclusion: A stock broker must obtain registration in relation to each stock exchange where he operates, and a single registration is not sufficient for all exchanges.

Issue (ii): Whether the ad valorem fee payable for the initial five-year period recurs with every such registration.

Analysis: Schedule III to Regulation 10 was treated as governing both initial registration and renewal. The reference to the date of initial registration was understood in relation to the particular registration linked to the concerned stock exchange. On that construction, the fee structure applied separately to each certificate of registration and its renewal cycle. The clarification issued by SEBI was therefore consistent with the regulatory scheme and did not travel beyond it.

Conclusion: The ad valorem fee is payable in relation to each registration and is not confined to the first registration alone.

Final Conclusion: The impugned judgment of the High Court was set aside and SEBI's circular was upheld as being in conformity with the statutory and regulatory framework governing stock broker registration and fees.

Ratio Decidendi: A statutory provision conferring registration rights must be construed with the entire regulatory scheme, and where the scheme links registration and fee to the relevant stock exchange, the singular wording of the enabling section does not negate exchange-wise registration and fee liability.

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