JUDGMENT 1. - The Respondent No. 3, i.e. the Jaipur Stock Exchange Ltd., is a Public Limited Company, incorporated under the Companies Act, 1956 (for short the 'Act'). This Company is a recognised Stock Exchange under Section 2(b) of the Securities, Contracts (Regulations) Act, 1956 (for short 'the SC(R) Act'). The respondent No. 2, i.e. Securities and Exchange Board of India, vide its order dated 20.4.1993, marked Annexure 1, directed all the Stock Exchange of India, including the Respondent No. 3 to amend the rules or Articles of Association in respect of various matters including those relating to the constitution of. the governing bodies of the Stock Exchanges. A copy of the statutory directions dated 19.4.1993, was enclosed with the said letter for necessary action. These mandatory directions were given to the respondent No. 3, under section 8(1) of the SC(R) Act. In pursuance of the said direcions, the respondent No. 3, i.e. the Jaipur Stock Exchange Ltd. called an extra-ordinary general meeting of its members on 18.10.1993, and passed resolutions as directed by the respondent No. 2. When the respondent No. 3 issued a Notification for election of Directors in accordance with the amended Articles of Association, the petitioner, who is a share-holder/member of the respondent No. 3, filed the present writ petition and prayed that the amendments made in Articles of the Association of respondent No. 3 i.e. the Jaipur Stock Exchange Limited on 18.10.1993, in pursuance of the directions given by the respondent No. 2 vide Annexure 1 be declared inoperative and ineffective in law till they are published.in the. gazette of India and official gazette of Rajasthan as required under Section 8(3) of the SC(R) Act. The petitioner further prayed that the proviso to Article 65(b) of the Articles of the Association of respondent No. 3 as amended be declared illegal and void ab initio. The petitioner also made other prayers in the writ petition. On receipt of a show-cause notice, the respondent No. 2 filed detailed reply, raising some preliminary objections to the maintainability of the writ petition. The respondent Nos. 1 to 3 did not file any reply to the writ petition inspite of service of notice. 2. The petitioner also made other prayers in the writ petition. On receipt of a show-cause notice, the respondent No. 2 filed detailed reply, raising some preliminary objections to the maintainability of the writ petition. The respondent Nos. 1 to 3 did not file any reply to the writ petition inspite of service of notice. 2. The first objection of Shri S.C. Bhandari, counsel for the respondent No. 2 is that since the petitioner has challenged the sub-Section.2 of Section 8 of the SC(R) Act, the writ petition should be heard by Division Bench and the Single Judge has no jurisdiction to hear the same. I do not find any substance in the submissions of Mr. Bhandari. There is no prayer in the writ petition that any provision of S.C. (R) Act should be declared null and void. The only prayer is that the amendments made by respondent No. 3 in its Articles of Association in pursuance of the directions of respondent No. 2, be declared inoperative since they have not been published in the official gazette. 3. The next objection of Shri Bhandari is that the directions were given by respondents No. 2 to all the Stock Exchange in India and as such all the Stock Exchanges in India are necessary parties to the writ petition. The petitioner did not include other Stock Exhange as respondents in the present writ petition. Hence, the writ petition deserves to be dismissed on this ground. I do not find any force in this submission of Shri Bhandari, the petitioner has only prayed that since the amendments made in the Articles of Association of respondent No. 3 were not published in the official gazette and as such they are inoperative. The petitioner did not pray that the amendments made in the Articles of Association of other Stock Exchange be declared in-operative. 4. The next submission of Shri Bhandari is that though the resolution was passed by respondent No. 3 on 18.10.1993, the writ petition has been filed after a period of two years. The writ petition deserved to be dismissed on the ground of delay. I do not find any force in this submission also of Shri Bhandari. The amendments made in the Articles of Association of respondent No. 3 were going to be implemented by respondent No. 3 in the year 1995. The writ petition deserved to be dismissed on the ground of delay. I do not find any force in this submission also of Shri Bhandari. The amendments made in the Articles of Association of respondent No. 3 were going to be implemented by respondent No. 3 in the year 1995. In such circumstances, in my opinion, there was no delay in filing the writ petition. 5. The last objection of Shri Bhandari is that the. petitioner has no locus-standi to file the writ petition. I also do not agree with the submission of Shri Bhandari. The petitioner is a shareholder/member of respondent No. 3 and as such he has every right to say that since the amendments made in the memorandum or Articles of respondent No. 3 were not published in the official gazettee of Central Government and also of the State Government and as such are inoperative and cannot be acted upon. 6. Coming to the merits of the case, the case of the petitioner is that in pursuance of the mandatory directions of respondents No. 2, issued under Section 8(1) of S.C. (R) Act, Respondent No. 3, made amendments in its Articles of Association but the amendments made by respondent No. 3 were not published in the Gazette of India and also in the official gazette of Rajasthan, as required under sub-section (3) of Section 8 of SC (R) Act, and as such the amendments are inoperative. Respondent No. 3 cannot hold elections of Directors on the basis of inoperative amendments in the Articles of Association. 7. On the other hand, submission of Shri Bhandari, counsel for the respondent No. 2 is that the amendments made in the Articles of Association were made under Section 31 of the Companies Act. In such circumstances, the publication of amendments in the Gazette of India or in the official gazette of Rajasthan is not required. Shri U.N. Bhandari, counsel for the respondent No. 3, also supported Shri S.C. Bhandari. 8. I heard learned counsel for the parties and gone through the record and the relevant provisions of law. Section 8 of SC(R) Act, reads as below : "8 Power of Central Govt. to direct rules to be made or to make rules : (1) Where, after consultation with the governing bodies of stock exchange generally or with the governing body of any stock exchange in particular, the Central Govt. Section 8 of SC(R) Act, reads as below : "8 Power of Central Govt. to direct rules to be made or to make rules : (1) Where, after consultation with the governing bodies of stock exchange generally or with the governing body of any stock exchange in particular, the Central Govt. is of opinion, that it is necessary or expedient so to do, it may, by order in writing together with a statement of the reasons therefor, direct recognised stock exchanges generally or any recognised stock exchange in particular, as the case may be, to make any rules or to amend any rules already made in respect of all or any of the matters specified in sub-section (2) of Section 3 within a period of six months from the date of order. (2) If any recognised stock exchange fails or neglects to comply with any order made under sub-sec. (1) within the period specified therein, the Central Govt. may make the rules for, or amend the rules made by the recognised stock exchange, either in the form proposed in the order or with the modifications thereof as may be agreed to between the stock exchange and the Central Govt. (3) Where in pursuance of this section any rules have been made or amended, the rules so made or amended shall be published in the Gazette of India and also in the official Gazette or Gazettes of the State or States in which the principal office or offices of the recognised stock exchange or exchanges is or are situate, and, on the publication thereof in the Gazette of India, the rules so made or amended shall, notwithstanding anything to the contrary contained in the Companies Act, 1956, or in any other law for the time being in force, have effect as if they had been made or amended by the recognised stock exchange or stock exchanges as the case may be." 9. It is not in dispute that the Central Government delegated its powers under Section 8(1) to Respondent No. 2. 10. From the document marked Annexure 1, submitted alongwith this writ petition, it is apparent that respondent No. 2 directed resp. No. 3 to make amendments in the Articles of Association in respect of various matters including to those relating to the Constitution of Governing bodies of the Stock Exhanges. 10. From the document marked Annexure 1, submitted alongwith this writ petition, it is apparent that respondent No. 2 directed resp. No. 3 to make amendments in the Articles of Association in respect of various matters including to those relating to the Constitution of Governing bodies of the Stock Exhanges. These directions were given by respondent No. 1 in exercise of its powers conferred under sub-section (2) of Section 3 of the SC(R) Act. It is mandatory for respondent No. 3 to comply with the directions of respondent No. 2. Sub-section (3) of Section 8 of the SC(R) Act provides that when amendments are made in Articles of Association in pursuance of the directions of respondent No. 2, the amendments shall be published in the Gazette of India and also in the official Gazette or Gazettes of the concerned State, and, on the publication thereof in the Gazette of India, the rules so made or amended shall, notwithstanding anything to the contrary contained in the Companies Act, 1956 (1 of 1956), or in any other law for the time being in force, have effect as if they had been made or amended by the recognised stock exchange. The, publication of amendments in the official Gazette is mandatory and unless the amendments made in the Articles of Association in pursuance of the directions of respondent No. 2 are not (sic) published in the Official Gazette of the Central Government and also of the State Government, they cannot be operated. Sub-section (3) of Section 8 is mandatory-and speaks that inspite of anything contained in the Companies Act, contrary to this, this provision will apply. It is an admitted fact that the amendments made by respondent No. 3 in its Articles of Association, have not been published in the Gazette of India and also in the Official Gazette of Rajasthan and as such are inoperative and cannot be acted upon.Section 31 of the Companies Act is not applicable to the present case as the amendments in the Articles of Association were made by the respondent No. 3, in pursuance of the directions of the respondent No. 2, given under Section 8 of SC(R) Act. In such circumstances, sub- section (3) of Section 8 of SC(R) will apply. 11. Counsel for the parties made arguments on other matters also but I am not deciding these matters. 12. In such circumstances, sub- section (3) of Section 8 of SC(R) will apply. 11. Counsel for the parties made arguments on other matters also but I am not deciding these matters. 12. Consequently, I allow the writ and hold that the amendments made in the Articles of Association of Respondent No. 3, in its extra ordinary meeting held on 18.10.1993, are inoperative and cannot be acted upon till they are published in the Gazette of India and also in the Official Gazette of Rajasthan as required under sub- section (3) of Section 8 of Section 8 SC(R) Act. 13. Parties to bear their own costs.Writ Petition Allowed. *******