Directory time limit in listing guidelines cannot, by itself, defeat a request for listing relief.

A procedural time limit in clause 8.3.5.3 of the SEBI (DIP) Guidelines, 2000 was treated as directory because it fixed a period for taking steps toward listing but did not specify any consequence for breach. The Calcutta HC held that delay in filing the listing application could justify updating the record and requiring current facts, but it could not by itself extinguish the right to seek listing or bar consideration of the application. The application was to be renewed through a fresh filing and processed within fixed timelines, with delay not precluding listing relief.

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Issues: Whether clause 8.3.5.3 of the SEBI (DIP) Guidelines, 2000 prescribing a thirty-day period for steps to be taken for listing is mandatory or directory, and whether delay in making the listing application could by itself defeat the request for listing.

Analysis: The clause fixed a time limit for taking steps for listing, but it did not prescribe any consequence for non-compliance or state that delay beyond thirty days would bar listing altogether. In such a situation, applying settled principles of interpretation, a time prescription without a stated consequence is treated as directory rather than mandatory. The long delay could justify requiring the applicant, the Stock Exchange and SEBI to update the record with current facts, but it did not justify denial of the benefit of listing for all time.

Conclusion: The time limit in clause 8.3.5.3 was held to be directory and not mandatory, and the delay did not bar consideration of the listing application.

Final Conclusion: The application was directed to be renewed through a fresh filing and processed within fixed timelines, while the delay was held not to preclude grant of listing relief.

Ratio Decidendi: A procedural time limit in a regulatory guideline, unaccompanied by any consequence for breach, is ordinarily directory and cannot be used to deny substantive relief solely on account of delay.

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