Delegated Legislation — Rules, Regulations, Notifications and Their Legal Effect 2026

What Is Delegated Legislation?

Delegated legislation (also called subordinate legislation or secondary legislation) refers to rules, regulations, orders, notifications, bye-laws, and other instruments made by an authority other than the legislature — under powers delegated by the legislature through an Act of Parliament or State Legislature. The primary or parent Act sets out the broad principles and policies, while the delegated legislation fills in the details, procedures, and implementation mechanisms. For example: the Companies Act, 2013 (parent Act) delegates power to the Central Government to make "rules" — hence the Companies (Share Capital and Debentures) Rules, 2014, Companies (Management and Administration) Rules, 2014, etc.

The necessity for delegated legislation arises because: (a) the legislature cannot foresee every situation and detail at the time of passing the Act, (b) technical and procedural matters require subject-matter expertise, (c) changing circumstances require flexible and quick responses that the legislative process cannot provide, (d) modern governance involves such complexity and volume of regulation that the legislature cannot handle everything directly.

Types of Delegated Legislation

1. Rules: Made by the Central or State Government under the rule-making power conferred by the parent Act. Example: "The Central Government may, by notification, make rules for carrying out the provisions of this Act" (Section 469 of the Companies Act, 2013). Rules are the most common form of delegated legislation.

2. Regulations: Made by statutory authorities or regulatory bodies under powers conferred by the parent Act. Example: SEBI makes "regulations" under the SEBI Act, 1992 — SEBI (LODR) Regulations, 2015, SEBI (PIT) Regulations, 2015. Regulations are typically more detailed and specialized than rules.

3. Notifications: Issued by the Government or statutory authority to bring provisions into force, exempt certain categories, modify thresholds, or make announcements required by law. Example: MCA notifications bringing sections of the Companies Act into force on specific dates, or exempting certain classes of companies from specific provisions.

4. Orders: Executive directions made under statutory power. Example: Central Government orders under Section 405 of the Companies Act directing investigation into the affairs of a company.

5. Bye-laws: Made by local authorities (municipalities, panchayats) or autonomous bodies under powers delegated by the parent statute. Example: Municipal bye-laws on building construction, sanitation, and land use.

6. Circulars and Guidelines: Administrative instructions issued by Government departments or regulatory bodies. Example: MCA General Circulars, SEBI Circulars, RBI Master Directions. While circulars are not strictly "legislation," they have significant practical impact on compliance requirements. Courts have held that circulars must be consistent with the parent Act and rules — they cannot override statutory provisions.

Constitutional Basis

The Indian Constitution does not expressly provide for delegated legislation — but the power is implied. Articles 245 and 246 vest legislative power in Parliament and State Legislatures. The legislature can delegate this power to the executive (Government) or other authorities, subject to the condition that the legislature must lay down the legislative policy and guidelines — it cannot abdicate its essential legislative function. The Supreme Court in In Re Delhi Laws Act (1951) held that: (a) the legislature can delegate its power to make detailed rules, (b) but it cannot delegate essential legislative functions (policy-making), (c) the delegation must be within the guidelines and policy laid down by the parent Act.

Controls Over Delegated Legislation

1. Parliamentary Control

(a) Laying before Parliament: Most Acts require that rules/regulations made under the Act be laid before both Houses of Parliament within a prescribed period (typically 30 days). Parliament can modify or annul the rules by resolution. (b) Parliamentary Committees: The Committee on Subordinate Legislation examines whether the delegated legislation is consistent with the parent Act and the Constitution. (c) Questions and Debates: Members of Parliament can raise questions and initiate debates on delegated legislation.

2. Judicial Control

(a) Ultra Vires Doctrine: Courts can declare delegated legislation void if it exceeds the scope of the power delegated by the parent Act (substantive ultra vires) or if the prescribed procedure for making the delegated legislation was not followed (procedural ultra vires). (b) Unreasonableness: If the delegated legislation is manifestly unreasonable, arbitrary, or discriminatory: courts can strike it down as violating Article 14 (equality) or Article 19 (fundamental freedoms). (c) Inconsistency with parent Act: If the rule/regulation contradicts the parent Act: the parent Act prevails and the rule is void to the extent of the inconsistency. (d) Violation of fundamental rights: Delegated legislation must comply with Part III of the Constitution — any rule violating fundamental rights is void.

3. Executive Control

The executive (Government) retains control over delegated legislation by: (a) prescribing the scope and limits in the parent Act, (b) requiring prior approval before delegated legislation is made (e.g., SEBI regulations require Central Government approval), (c) power to modify, amend, or withdraw delegated legislation at any time, (d) issuing guidelines and circulars to clarify the application of rules and regulations.

Delegated Legislation Under Companies Act 2013

The Companies Act, 2013 is a prime example of extensive delegation. Section 469 empowers the Central Government to make rules for carrying out the provisions of the Act. As of 2026, dozens of sets of rules have been notified: Companies (Incorporation) Rules, Companies (Share Capital and Debentures) Rules, Companies (Management and Administration) Rules, Companies (Accounts) Rules, Companies (Audit and Auditors) Rules, and many more. MCA regularly amends these rules through notifications published in the Official Gazette. Additionally: (a) SEBI makes regulations for listed companies (LODR), (b) ICSI issues Secretarial Standards (SS-1 and SS-2) under Section 118(10), (c) MCA issues General Circulars for procedural guidance.

Relevance for Legal Professionals

For Company Secretaries and legal practitioners: (a) always check the latest rules and notifications — the parent Act alone is insufficient for compliance, (b) monitor MCA/SEBI/RBI notifications regularly — amendments can change compliance requirements overnight, (c) understand the hierarchy — Act > Rules > Regulations > Notifications > Circulars > Guidelines, (d) when advising clients: cite both the section of the Act AND the relevant rule, (e) challenge delegated legislation through courts if it exceeds the scope of the parent Act or violates fundamental rights.