Writ Petition No. \ 1~ t>3(M/ 13) of 2009(P.1.

L)

Dr, Siya Rar:l ,JaiswH:l & Others

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 I ~I·}' () 1\I·: T 111":1·1() I~ B L I': I II (j H COURT I () F HI 1) I C !\ 'l'lll ~I ': !\T
ALLAHABAD
LUCKNOW BENCH, LUCKNOW
\V.I'. NO.), ~ b2 (MIS) OF ~OO<) (P.LL.)

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" Corp Ltd (Opposite Party No.6). The site where the saki
. L.§l_dv~rti...~nJen_~~.!p'ubJl!~~~__
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I the Petitioner No. 1 became interested i' .
I opportunity which was advertised i.e. the IPO of Mis DO COIl'
Ltd, Which according to the advertisement was Bhor11y expected,
I In the market
_._ ... l.- __ ~"~~_6._ ~. • "_. 4 *.-.. . - -
, Ptl!jtl,~n. , f\)(), 1 I i' f· [1= :,. !l"f.1 ') iii" (Inl~;" i,,' , 'I

I inVUii:rllurl!S Ii) SIH:H":lti, G\UL_~,:, ,.II)u ::.!..:CU'd,'"," (,

is arrived at after an assessment of various pararli8le[S includll"l
I the a8sessment of the company in which the Petitioner No. 1
~..__.__,_..._ --L::.-_.--._--· wish~~.lo inves_t _. ------.-------'--.-.--,--.-----" ..--' _.'
: 4·: since the Petitioner ~IO, 1 became interested in investing in Ms/
•
08 Corp. Ltd., he started enquiring about the details of MIs DO
i Corp Ud (O.P. NO, (3) and the IPO, which it was Mis DB Corp
1 Ltd (J.P. NO.6) and the IPO, which it was shortly proposing to
I launch in the market
... - . i·-t~')·ePcti-tj"or'er-·No-~1-e-xa·n,ined--the_·-6r~if-{'Red t if'rr in~l r)rospcctl!~'
! (herein after referred to as 'OHHP") of MIs DB Corp. Ltd. In ordcl
I to fir d out the details about the company and Hle IPQ which 1\
! was proposing. The said ORHP was published on the official
i-~~~ s it.~~. _§_ ~! ~_E?..L1Q.:f
:.~Q:_~til!,Ji.ltp.JLY.:'.Y.~..~g!).i 9 O~I.1n
. a perusal of the DRHP, the Petitioner NCJ. 1 cliscovered that the
i respondent company MIs DB Corp. Ltd was originally'
i
incorporated on 2i October, 1995 in thu name of MIs Multi,
h

tech Energy ltd. And was registered with the Registrar of

Con' panies, Gwallor, Madhya Pradesh. Subsequently the·
Company changed its name to Mis 0.8. Corp Ltd. W.e.f.
01 .12,2005. The Company is engaged in the business of print
and publication from 01 04.2005 pursualt to a De-~ 1erger :
wherein the entire publication bLJsiness and wind farm business'
i of WPL. was transferred to the Respondent company. This is how
I
the respondent company claims to have got the rights for printing
! of newspaper unde" the' title 'Dainik Bhaskar' and 'Divya I
I BhaM<ar' !
•....... --. ,,- .. -._- __ 'OJ -on-···PagA·· ..10:;-lfRHP, -under--the -head-i-r~g-·'~:\s·t-ory-o{(5·Lj;:··:
: Cornpany' a table has u'3en showll indicating the place of
: pUblici.~tion 3nd thH ov.'Oership of ' Oainik Bhask('jl' ' which shows
: that 1'\ ir\8 state 01 Mactt;~{a Prgd(~sh itself, tI~(~I'f_':\'t'J (1!!e<lst f\')lIl
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preservation ()~copies of b.OOkS and newspapers printed, in India,.
(J:1c!L.r_~~f.?_!,-~Jstratlonof s!Jch books and newsp-a2..~rs
Section 5 of the Press 'and Registration of Books Act, 1867 I
provides that no Newspaper shall be published In India excopt In
conformity with the rules laid down under the said section. The
_

I rules made thereunder also provide for a declaration to be made

by the applicant with. regard· to the title of tile newspaper"
.----
r '
owne~$I)lpl perlocJlcl.ti.Q1.1D'!"p'ublication atc .. .. J
o the Proviso to Seotion ,6 of tha Press and ReglstrBtion of Books I
Aot, 18er/ mtlpulatestri~t'~ cleclaratlon made under Section 5 will I
not be authenticated ~nle8s th~ magIstrate, after an enquiry, is I
\ satisfied that the n~ws' paper proposed to be published does not

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1\

\ bear 8 tlt.le whloh Ie thf!) enme es. or similar to, that of any other
: ' . news paper publIshed either In the same language or in the \
t,.. _. ._~_ same otate I
: 1'\ \ a conjol"r1t"readingor Sectlon-58nd-6-0f' the-"Pr~ss--an'd ::
\ I Registration of Books Act, 1867 would mean that there cannot:
: i be more than one persons In a state who can. be ~LJthorlzed to :
:Ii-1' 2-· .. ·-·~-;r'--·--_· Y..till.~.tULr}~.!VsQapeLlIDJ!9Lthe same.Jl~e, In.l~~~m~_L~D..9.~~~.9~.J
In view of the provlslona of tho Preu and Registrotlon of Bookf, :
, I Act, 1867, the facta 8tat~d with regard to the place of publication I

; [' and the name of owners of ' Dalnlk Bhaskar' as mentioned on I

l...._._,.~_.____ ~9.jJL~of the DRHPJ prim!. facl~rn to b~ IncorJeq! ... ;
13, I' the DRHP al80 mentions about aome history of litigation between i
1
varlollu parties with .reg~rdto the ownership of 'Dalnlk Bhaskar' I
I II and states that the posItion of ownership, as published in the i
j DRHP has emerged as a result of some decision of the Hon'ble :
! I Supreme Court passed In Civil Appeal NO.4 782 of 1996 with:
: . ..L._____ C.~.9..:.. 43~6 of 1998 and W.P. (C) No. 527 of 1993 ..~
14 I upon further investigation, the Petitioner No. 1 discovered that
:. the reference made to the decision of the Hon'ble Supreme:
I
: Court in t.he DRHP Is.with regard to the decision rendered by the i
, i Hon'ble
,\ Supreme Court in the case of Dwarika Prasad Agarwal Vs. B.D. !
: Agarwal and Otllem which has also been reported in (2003) 6 :
. sec
:'1'"&-- ----r-------·- I
230
Ule P-etitioner-No-:11\asreadthe s~id-TLjdg-rne-n'Cre-ncj-e'r'e'cl-by
hon'hle Apex Court and respectfully submits that nowhere in the i
't'he

I said Judgment, the Hon'ble Apex Court has directed or had:

1\ intended to permit the vesting of the ownership rights of the titles i
'Dainik Bhaskar' in a manner whIch is in violation of any statutory i
I provisions, inclUding the provisions of Press and Registration of I

I Books .~ct, 186,7. The decision rendered by the Hon'ble Apex:

II Cauri only relegates the parties to the same position in which!
they were immediately prior to the passing of the order dated i
,I 29.e,1992, The order dated 29.6.1992, 13.11.'1992 passed by!
I I I the \-'li9h Court and the order dated 03.09.1992 passed. by the I
, i Registrar Newspapers, for India, which were considered by the I
. : ~ Apex Court in the said case were quashed. All actions taken and i
, .: all orders passed by the Gt.atutory authorities and the civil courts, !
~ . _ ..~.-L __
. ~hich were referred.to lry that jUdgment wer~ alf~~~.a~hed .
I16,! a conjoint reading of the, history, by which, the. respondent
I \ company has tried to trace its ownership· to ,the title 'Dainil<
\. Bhaskar' with' the dac!slon' rendered by the Hon'ble Apex Court I
I repol1ed in (2003)6 sec 230 gives an impression that the!
\ decision rendered by the Hon'bla Apex Court is being \
i . I , i I misinterpreted and twisted and is being given a meaning which!
l._ . __ L.. .. Ltb.~..t!g.n.:.ble_~~~.9..Q.\},!tne~er i~tende_~~g.:JQ._§_~~QQ~_!L~ty.l_e:
(~;~
 I 'DRHP under t.he heading, f<isk FaCfurs on page No. Xl clause .\
i 3, itnh8~ .been categ~ riCf,ll!y mentioned Although the ownership,
II

'1 of Dalrllk Bhaskar was relegated back to the company I

I immediately pr;or to 29.6.1992 (pursuant to a letter of the 1

.1' Registrar of Newspapers of India (RNI) dated '18.6.2004 based I

! on the order of the Hon'ble Supreme Court of India' dated i
; I 07.07.20.03, which was t~1ere'att~r updated by the RNI) and the I
ownershIp has been regIstered In our name, we cannot assure I
y:>u that such parsons will not raise any similar or other disputes 1

I. in future. In the ~"ent $uOh disputes are raised and subsequently!

\ determined against our company, the same could hove all:
.\ adverse Impact On our reputation and good will. For further 11
\ details, please refer to' the section titled History and Certain
. \' Corporate Mattera, beginning on page 92", This fact also raises
... .1... _. ~'!pl~lori with regard to the motive of the respondent companL._.
: 17 1 the entlr worth of· the' re pondent company as projected by the
I
,
I
company Its 31f Is dependent upon the brand "Dalnlk Bhaskar" \
and if the right to the title "Dalhlk Bhaskar" is taken out of the \
I' Respondent company then the worth of the respondent company
:. i Immedla.hsly plummets dow.1 and consequently the worth of Its
t .. '.. _ .--.L eguit1'.~hares wo~,ld also not be of much valu_~ . ._:...
I '18 it appears that the respondent company, being aware of the fact
that there are chances of the brand "Daink Bhasl<ar" being
disputed in future, has mentioned about slJch chances of I
IitlgaU(ln In Its DRHP With an Intention of preparing a defen£'e for I
Itself In caoe any ohallenge Is made by the investors In the I
respondent company with regard to the los6 caused to them on
\
aocount of wror,gful ueega 'of the title "Dalnlk Bhaskar" by the

1 ·----t-··----
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19
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l.f!!poQfL nt compan~._,_. . _
since tile usage of the title "Dainik Bhaskar" by the respondent
company Is the essence of the worth of the respondent company i
and H1e IPO being floated by it, It is incumbent upon the
regulatory authorities such as the SEBI and other respondents to
I ensur.:; ttlat the usage of title wDainik Bhaskar" by the respondent'
\ company is a valid us,age and that the respondent company will
. not jw~t collect fund~ from public on the strength of the usage of
"Dainil< Bhaskar" by i~ and therea(ter
the 'iit!~~ upon 8 chf.lI:en~k·.
made by the true ownc~rs of the title, will loose the satnn ("H11~
I cause lOSS of several hundreds of crol'C rupees t oteh cornnul~
I __ __ _ .PJ:L~-'.ig _. ..__ ._._.__ __ ._.__ . .__ .__. . _. ._ .. _..
: 20 the union legislatur9, with a view to protect tile interest ()I
i investors in securities and to prornote the development of, and to
I
1
regulate, the securitif?S r:larket and for matters connected
"
therewith or incidental thereto, has enacted 'The Securities and .
Exchange Board of India Act, 1992' (Hereinafter referred to as
._._.__ ._~_L
... .__ . the~.E8J.AcD . .._ ..._._..__...
i 21 , under Section 3 of the SEBI Act, a board has been established
by the name of the Security and Exchange Board of India,
: : hereinafter ~eferred to as SEBI .:
j"22,· : -·;·-· ..·-··--- .. ·-'Sect,o·r1·--iTof the SEBi Act enumerate the'functTons-ortti'e-b-oard'
I
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Section 11 (1) casts a dL~ty upon the board to protect the interest
of tile investors In seCUrities and to promote the development of,
I
I
I cIne! to regulate the SElcurities market, by such measures as it
_-
t :,

_-_._ I thinks
...__ ._--_._-~_. ._--_ ..fit
__ ._---------_._._ .•.. _----_ .._. __ .- .
I
1 ' ;
'.'-'---" ...•. .
; 23 "I' Suction 11 (2)(e) of the SEBI'Act requires the board to provide for,
. prohibiting fraudulent and unfair trade practices relating to'
~ I ~ecllritie.s markets and Se?tlon. 11 (2)(1) provides f?r c~lIin~. of ,
I Information frorn, undert.akmg Inspection, conducting inquiries

,....__..J;~:o~~~~_~~;~~~~:~:~~;.ir:~
~. --------- -----------._-------_.
--~.~--
L_. ' re9..ul~!9.!Y.Q!9.?..!'iz~ionsin securities market------------1
124. tl1e SEBI Act also empow~rs SEBI to conduct research for thaj
---;_-t +~a~bo-Y..l?-E:I~rp-o-s-e.---
25
1 That the SEBI Act also-.-e-m-p-o-w-e-r-s-t-he-S-E-S-I-a-n-d-co-n-s-e-qu-e'-
I casts a duty upon it to take measures to undertake insp~ctlon of
I any book or register or other document or reGord of any listed I
pUblic company or a public company which .Intends to get Its I
I securities listed on any recognized stock exchange where SEBI I
has reasons to believe that such a company has been Indulging'
in insider trading or fraudulent and unfair trade practices relating
to securities markets'
further. Section 11·A oTihe SESI Act provides for the board-to'"
regulate or prohibit IS8ue of prospectus, offer 90cument or
advertisement soliciting. money for Issue of securities wherein,
the ooard ,In the 'Inter,t of Inve8tor~ canprohl,blt. any', company .
from IBSulng of proapectua, any offer document, or advertisement
80llJltlng money from !be publlo for the Issueef s'ecurltles ' .
thus, It Is IncumbElot upon SEBI to ensure that the Investors are
not exposed to undue risk by' the unscrupulous. .It Is alsb
·1 ' incumbent upon SEel not to permit the unscrupulous to take
refuge to some clause mE'ntloned In the fine prints, In the risk
I factors of Its Invitation document, when the fact mentioned is of a
l
0

1 nature which can be verified by the SEBI'upon Investlgatlon_ ....'

!28-, -1 the fact with reQard to the ownership rights of the title "Dalnlk
Bhaakar" Is a fsct whloh can be Ascertained by SEBI by carrying
II out Investigation and therefore It Is not proper on the part of SEBI
to 'absolve Itself of Ita duty of ascertaining the correct fact and
II perrnlttlng the respondent company to expose the investors to a :
risk which can very well be avoided if proper and complete I
I investigations are made before the actual public offer. is:
: p~rmltted to be made ~YJhe respondent company __
~
r29~ .the respondent company MIs D.S. Corp ltd. Has two subsidiary :
! .' companies
•I 'I j. I Media Corp Limited
'L" k. Synergy Media Entertainment Limited. ,
, .-----l-----.-- This J~ct has been m_ftl'ltloned 0Q..P..~fl.QJ.Q.z_<?1 the _DRHP.:.. . ...
I 30, . I' \ the shareholdingof tt1e respondent company in MIs Synergy
'1 I Media Entertainment Limited is 56.82%. It is submitted that
earlier. the stake of the respondent cornpary in its subsidiary
: I was 99,69% which was reduced to 56.82% as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd, This fact can be'

It .. 31.----.--~-----.-- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _ :
the Respondent company had made an application for obtaining!
i' I
I approval from the Foreign Investment Promotion Board i
:!; l' (Hereinafter referred to as the FIPB) for allowing increase in the,
foreign share holding in the respondent company upto 26% and I
, I ·to allow increase in the direct and indirect foreign share holding i
,.: in its subsidiary SMEL upto 17.973%.This fact can be
~__ ,_. . L___ a~.9.~rtainedfror~ge No ,370 Of_theDRHP .. __. ._._.._.._ _
i 32 I approval had been sought from Ministry of Information and i
i Broadcasting for allowing Fils and NHls to purchase equity
I shares of the respondent company on the stock exchanges after i
: the IPO and to allow change in the shareholding of Sri. Hamesh \
1
I,
Chandra Agarwal (Chairman and Promotor of the Respondent'·
I' I company MIs D.B. Corp Ltd. ) from 92.856 % to 74% after the:

h3-'
\
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'!
~:'W;~~~~~ ~f~~~~~*as entered Into~omeagreement wiihOne
MIs Cliffrose Investments ltd., a foreign company based in
I

I : , Mauritius, which is a investment arm of MIs Warburg Pincus,

\"0' .~ __. __ L. ~..Q9t.b~r for.eign ent~'hlch is based in USA:....T~._?_9!~~.~~nt_~f:
 II Ie; I t;~IJl..}1 I'•.lt:11l ~ur IIp,l:Hly wlm lVl/S \..,lInrose IS at such nature that

it grants MIs Cliffrose, certain affirmative voting rights in the

shar? holders meeting of the respondent company, including in
relation to the amendment of the Articles of Association of the I
compant, the alteration ("\f the,authorized or paid up share capital I
of the r~.espondent. company, any pUblic issue or private
placement of equity shares in the respondent company, the
entering into of any joint venture and the fresh Issue of equity
Capital to any person. Further, MIs Cliffrose also has certain
other rights including pre~emptive rights, tag along rights and the
right of first offer against the promoters and certain promoter
l_ .. . -.--~-L rO~.E...ir.)diY.lfLuals, .._
\ 34 ' I while the Petitioner No. 1 was still enquiring Into the business
i, \ . details and the proposed IPO by the respondent company, the
I \. respondent company Issued its IPO wherein it has categorically
\' \', been m~ntloned that the IPO opens on 11,12,2009 and closes
1 ' : on 15,12,2009 and offers fresh Issue of -1,27,25,000 equity
: . I I shares by the Company (Fresh Issue) and '54,50,000 equity
l- .. ------'- _..L_·. ~~~es_(off~_ed for sale b~gliffrose Investments Ltd, ) ...
I 35' all the facts mentioned herein above viewed in its entirety would
1 reveal that a very smooth path has been created by the
I respondent comp:tny MIs 0.8. Corp. Ltd. for alluring the gullible
prlvllte Investors Into Investing and 9ubscrlblngto Its IPO on the
, baa!..! of a picture projected by It which prima facie appears to be
i incorrect, and thereafter the money so collected from Oie
I Investors can be moved out to foreign lands at the discretion of !

~·""36-. --··-r-· I

,
-+--:'7th_e~
....•
'r~_~p.SJridentcornpanllQd
the arrangements made
its forelgn~~
by the respondent
collaboration with its various partners I agents, if viewed singly·or
company.
... _."
in

,I in isolation to the other agreements and arrangements may i

! seem to be very innocuous and .apart of the normal business I
i process which several comp~:1nles undertake" Bu~, when all these I
: facts l1"\sntloned In the earlier part of this petition are viewed
\' together, ~hey will hint at a complex, very Intricately woven
mechanism created by the respondent company which will
permit it to acqlJire very large sum of money from the public and
,...._..._. L.._.._ . sie.bg!.:_I~.9_!fto off-!hore ~~d di~tant .for~n 1~0.~ . ..
, 37! while ~jurfing the.internet, in search of material with regard the :0
! . I' respondent company and its partners, the P~titioner No. 1 also
came across a story published at http://www.vccircle.com under
the h()ading Warburg Pi'ncus to exit 'Dainik Bhaskar' {Private
i Equity}, wherein it has been m13ntioned that although the actual
' issue prlC!! of D.S. Corp. Is yet to be determined, Warburg will
I , stand to sit on a return of around 68% on its· 3 year old'

!38~--+----
, I
~:~~?}Di:t IPO, Mr. Rame-sh ChandraAgarW~1 and--Mr.sLldhi·(
Agalwal have been stated by the Respondent company to be the:
: " _'._.j •••• ..Er~~n9..!s~~§_~~heResQondent company .__ ._.~._.~.
__ __._ .~. :
i 39': flu,her investigation made by the Petitioner No. 1 revealed t1iC)t '
, 1 Mr. Ramesh Chandra Aga/wal and Mr .Sudhir Agarwal had I
i' promoted some companies in t~e past such as i

(8) Sharda Solvents Ltd. which was listed al Bombay Stock i.

Exchange, but waS subsequently de-listed for non:
cornpliancewith the clause 41 of the listing agreement.
~-~:-=~=-----------~---~~------
I 40, -.1--.... r tha't tre-res~)'7)ndenrcompan'y"h-as entered'into'~)-n"u-rid'ers-ta'n-dinq:
I , I' with TV18 group which runs and controls several medi~!
I channels to help blJlld a good image of Mis 0.8. Corp in the!
I coming period, In Order to attract maximum investment for its I
I , I" IPO. In furtherance o(thls understanding, some news cl')annels
I have been promoting the respondent company by showing II

interviews of its staKe holders and other Interested persons not,

~--_ .. _- as an advertisement, but as port of news,
I 41, it is common knowledge that in spite of several reg-ulatorssu'c'h
i as SE81, Stock Exohanges, RBI etc and inspite of several
I regulations being In place, the country i.e. India has seen several
I security and financial scams in the past. To name a few Harshacl :
Mehta, Ke~an Parikh, RaJu Lingarn (Sat yam Computers), Johri i
l
1\ ..

I Brothers, Promotor Directors of Century Consultants amd other:

I, subsidiaries. !
'42 ..~._,.. ----- eventf,olj"Qh the pe-r-pe-t-ra-to-r-s'
-o-f'-fr-a-ud-o-fih-e-a-b-ove-mentiOned I
1 " I oases
wore ultlmst ly "rreoted end jailed, but It Is also a fact that
eever~1 poor and Individual Investors lost their entire I substantial
I ,
saving's and were pushed to their material extinction; some'
I
commlttlr1g suicide, 80me died of lack of medical aid due to lack I
I
of fLlnde, some could not get their daughters married as they lost,
! i their money In the scams, sC'me retired persons lost their entire \
:...--.-,,-~.-L-~-_--_. savJ.Qg.~__
~!..~~!e forced ~i~5L!helr old age ill plenarY.~. ...
: ·D' the Petitioner No.1 having seen and being aware as to wh,,,t has
, I happened to a cc.l"nli\on Investor In tho post, Insplte of All the
I
reQul~tors and U,e at"',t~ltOrybodies being In place, has chosen to :
expo Be tile IrregularitIes and possibilities of yet another ':
pr08,Jt3ctlve scam with a view to save the common pUblic from "
getting duped at the hands of unscrupulous persons. It is further,
submitted that the past experiences in this country will also i
support the fact that oonnivance of the unscrupulous with the I
i, " I, r~~19!..fi.!!nd persona wi!!' aut.!l9Jlty canno~ b_~.!J:!led-'p_~~ '!
':~'4"!--''''-r----- a perusal o~ the, aforementlone~ facts would Indicate that the I
SEBI has failed In dlschl:'rge of (ts statutory duty to protE)ct the i
1 interest of the investors by not conducting proper InqLJ~riesto i
1 ascer~ain correct facls with regard !o factors which can easily be 1

ascertained by it on eXHmination of documents ahd inquiries, and!

in abSf}i1C3 of such determination, exposing U)(3 investors and;
, '... ; ..__ .E!:!~J!~_il~.9~~~i91to ir!!:.9.!JJ~=,rities
i.Q..!b~nan~~_gf~~.i?~.fa~~9~?~.. '
, 45 j Because the SEBI has failed to discharge its statutory duty
, ._.
_...L .__ .he-0.£~..!!li§_~£!!...P_~tLon:__. . . . . ._.__..

~
, Luckl\ow (DHRUV MATHUR)
DClted 8 ·ll..~l..o'U~ ADVOCATE
COUNSEL FOR THE PETITIONERS
"i' BEFORE THE HON'BLE HIGH COURT OF JUDICATURE AT
ALLAHABAD
LUCKNOW BENCH, LUCKNOW

petition, duly supported by an affidavit it is respectfuily prayed that the Hon'ble Court

may kindly be pleased to issue a an ad - interim mandamus, dir~cting SEBI

(Respondent No.5) to prohibit Respondent NO.6

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from'soliciting public money for the

, issue of its ,securities in furtherllt1c.e of advertisements published by it as contained in

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~~
(DHRUV MATHUR) ..........•
Lucknow
Dated 8-12.. -2..cro '3 ADVOCATE
COUNSEL FOR THE PETITIONEJ\S
 OvlIB) OF ~~()()<) (P.I.I,.)

Dr. Siya Ram Jaiswal aged aboLJt 64 years, son of Late Sr:. Sita Ram.
re3ident of HIG _. 1313·8. Sector E Alig<;lllj, Lucknow

2.' Dr. M:>ol Krist'na Gupta aged about 63 Son of Late L,M, Gupta, resident of
8-51" Sector - E, Aliganj. Lucknow

3. Prof. Vidya Bhusan aged about 65 son of Late Sri. Devi Prasad resident of
Triveni Nagar, Lucknow

1. Union of India Through Secretary Ministry of Finance, New Delhi

2. Ministry of Finance, (~overnment of India, through its Secretary, New Delhi

3. Ministry of Comrnerce Government of India through its Secretary, New

Delhi

4. Ministry of Company Affairs Government of India through its Secretary,

N~w Delhi

~. Minis,try of Information and Broadcasting, Saket Bhawan, New Delhi,

~hrough its Secretary.

6. Securiti~~s Exchang(~ 130arcJ of India, through its Director, PIOI ~JoC4.A.'G'

, SIock"Sandra Kurla Complex,Bandra(East), Mumbai 400051

)./1/5 0.8. Corp A Company incorporated

LtC], and regi~tered under the
Gt?mpanies Act, 19513, having its registered office at Plot No, 280. Sarkhej
Gandhi, Nagar Highway, Near Y.M.C.A. ClUb, MAkarba, Ahmedabad,
GLJj~at.
department of Commerce in the Lu~know University The Petitioner No. 1

has several works and papers published in his name on various aspects of

Department of Hadio Diagnostic witt) the K~ng George Medical University

The petitioner NO.2 has some knowledge of capital market because he

Medicine from the King George Medical College. The petitioner NO.3 has

. ,has received U.S. Fellowship soon after joining K.G.M.U. Various papers

and articles '~ritten by the peti~ioner have been published and appreciated
',). That all the peiitionors have Joined hands in filing the preRent petition in the

. dated 02.12.2009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No.6). Tt1e site where the said advertisement was

publ'ished was t1ttp:llwww.dnalndia.com .

. interested in the investment opportunity which was advertised i.e. the IPQ

of ~/s DB Ccrp Ltd. Which according to the advertisement was shortly

e~pected In th~ morket.

.Corp. Ltd., he started enquiring about thEtdetails of Mis DB Corp Ltd (O,P.

NO.6) and th';~ IPO, 'Which It wns Mis DB Corp Ltd (O.P. NO.6) and the

out the details about the company and the IPO which it was proposing, The

,S8!d,DRHP was published on the official web site of SEBi (OP. No.5) at

~)ttp:llvNo/W.sebi.~)ov,in.The Petitioner NO.1 has downloaded a copy of the

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 respond~nt company MIs DB Corp. Ltd was originally incorporated on 2711\

'October, 1995 in the name of MIs Multi-tech Energy Ltd. And was

registered with the Registrar of Companies, Gwalior, Madtlya Pradesh.

Subsequently the Company changed its name to MIs 0.8. Corp Ltd. W.e.f.

01.12.2005 The Company Is engaged In the business of .print and

pUbll~atlon from 01.04.2005 punwant to a De-Merger wherein the entire

, publication buslnesll and wind farrn business of WPL was transferred to the

'Divya6haskar'.

13. :That further on h~,ge 101 DRHP, under the heading 'History of Our

. Company' a table has been shawn Indicating the place of publication and

the ownership of I Dainik Bh~skar '. The sdd table is as under :-

-----_._._-------_ .._----_._--------------------
••.._ _-----------
Place of Publication Name of the owner
----------_ ..

Bhopal MIs Wrlterb 'lnd Publishers Ltd.

Indore MIs Bhaskar Graphics and Printing Arts Ltd.
(Subsequently merged with WPL)
MIs Bhaskar Publications and Allied Industries Pvt. Ltc.!.

14, ,That· Press and r-~egistration of Books Act, 1867 was enacted for the

regulation of printing - presses and newspapers, for the preservation of

said business and contains the law subject to whi~h the business of

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That Section 5 of the Press and Registration of Books Act. 1867 provides
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• thal no Newspaper shall be pUblished in India except in conformity with the

:2~W~'~;;·:/ rules laid down under the said seclion. The rules made there under alse
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,of the newspaper, ownership, periodicity of the publication etc.

1G That the Proviso to Section 6 of the Press and Registration of Books Act,

1867 stipulates ttH1t 8 deciMation made under Soction 5 will not bEl

authenticated unless the magistrate, after an enquiry, is satisfied thElt the

news paper proposed to be published does not bear a title which is tht~ .

same as, or simile:tr to, that of any other news paper published either in the

. same language or in the same state.

'17. That a conjoint reading of Section 5 and 6 of the Press and Registration of

Books Act, 1867 would mean that there cannot be more than one persons

in a state who car be authorized to publish a news paper under the sam('~

That in view of the provisions of the Press and Registration of Books Act,

1867, the facts stated with regard to the place of publication and the name

~fowners of ' Dainik 3haskar' as mentioned on page 101 of the DRHP,

'19. That furtht-Jr, the DRHP also mentions about some history of litigation

between various parties with regard to the ownership of 'Dainik Bhask8r'

emerged as a result of some decision of the Hon'ble Supreme Court

That upon further investigation, the Petitioner No. 1 discover-ed that the

reference m,Hie to Ule decision of the HOl)'ble Sur1eme Coul'l in the DI~Hr')

Supreme Court in the case of Dwarika Prasad Agarwal Vs. B.D. Agarwal
 and O)hers which has also been r€\ported in (2003) 6 see 230. A copy of

the said judgment and order is Anne~ure no. 2 to this writ petition.

:~1.. That the Petitioner No. 1 has read the saki judgment 'rendered by the

which is in violation of any statutory provisions, Including the. provisions of

Press and Registrati~n of Books Act, '1867. The decisio~ rendered by the

Hon'ble Apex Court only relegates the parties to the same position in which

they were Immediately prior to the passing of the order dated 29.6.1992..

The order dated 29.G.1992, '\3.11.1992 passed by tho r ligh Court fJnd Uw

230 gives ath im~JI"(')ssion that the decision relldeled l)y tlk Hon'lJle APl~:<
disputes are raised and subsequently determined against our company.
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the same could have an adverse impact on our reputation and good will.

For fur1her d(;)tails, please refer to the section titled History and Certain

Corporate Matters beginning on page 92", This fact also raises suspicion

with regard to the motive of the respondent company.

-7'

"Dalnlk Bhasknr" and If the right to the title "Dainlk B~a'skar" Is taken out of.

the Respondent company

. then the worth of the respondent company "

common public.

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 25. That it is submitted thc~t the unioll legislature, with a view to protect the
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interest of inve~.tors In securities and to promote the development of. and

incidental thereto, ~H\S enacted 'Tho SocuritioB £In(j ExchAnge Bomd of

India Act, 1992' (Hereinafter ~eferred to as the SEBI Act'), A Copy of the

SEBI Act Is ~nna~ure No.3 to t~18 writ petition.

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the securities market, by such meseL/ree as It thinks fit.

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 soliciting money for luaue of securities whereln,the board in the interet of

, inve'stors can prohibit any company from Issuing of prospectus, any offer

32. That thus, it Is incumbent upon SC:BI to ensure that the investors are not

exposed to undue risk by the unsorupulous. It Is also incumbent upon SE81

,not to p(~rmlt the un8crupul~ua to ta~,e refuge to Borne clause mentioned in

the fine prints, In Ole risk facte,s of Its Invitution document, when the fflct

':n That it is pertinm1t to mention that the fact with regClrd to the ownership

rights of the title "Dainik Bhaskar" is a fact which can be ascertained by

SEBI by carrying out investi~ation and theref0.re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and
 I his fact has been ment.ioned on page 107 of the DRHP.

35. . That the shareholding of the respondent company in Mis Synergy Media

Board (Herelnaftor referred to 8S the FIPB) for allDwing increase in tho

foreign share holding in the respondent company upto 26% and to allow

increase in the direct and Indirect foreign share holding In its subsidiary

SMEL uptc 17,973%.Thls fact o~n t,e ascertained from page No .370 of the

and Promotor of tl1e Respondent company Mis 0.8. Corp Ltd. ) from

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Mis Cliffrose, cEH'1ainaffirmative voting rights in the share holders meeting
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of the respondent company, including in relation to the amendment of the

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p;ivate placement of equity sh.ares ili the respondent company, the

entering into of any joint ventulC and the fresh issue of equity capital to any

person. Further, ~Ms Cliffrose also has certain other rights including pro-

emptive rights, tag along rights and the right of first offer ngainst the

39. That while the Petitioner No.1 was stili enquiring Into the business details

and the proposed IPa by the respondent company, the respondent

5450,000 equity stiare3 (offered for sale by Cliffrose Investments Ltd, ), f\

copy onhe IPQ Is blln.QXUro no, 4 to this writ petition.

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. reveal that a very smooth path has been created by the respondent

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'together, they will hint at a complex, very intricately WGv,an mechanism

across a story pUblished at http://wwW.vccircle.com under the heading

Warburg Pincl's to exit 'Dalnlk Bhaskar' (Private Equity), wherein It has

be determined, Warburg will st~~d to sit on a return of around 68% on Its :1

year old investment. A relevant portion of the said article, as downloaded

Mr. Sudhir Agarvval t,ave been stated hy the Respondent company to be

the promoters of the Re'3pondent company.

(b) Bhaskar Industries Ltd. which was also de-listed fl'om the

Madhya Pradesh Stock Exchange.

an understanding
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with TV18 grvup which runs and controls several
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media

cha'nnels to help build a good image of Mis O,B. Corp in the coming period,

company by ~,~iowing interviews of its stake holders and Otti(~(interested

 SEBI, Stock Exchanges, RBI etc and in spite of several regulations bein~J

if") place, the country i,e, India has seen several security and financial

scams in the past, To name a few Harshad Mehta, Ketan Parikh, RaJu

; Lingam (Sat yam Computers), Johri Bruthers, Promotor Directors of

47. That it is respectflily submitted that even though the perpetrators of fraud

of the above montloned casss were ultimately arrested al~d jallod, but It 18

s'ubstantlal savlngB and were pLlshed to their material extinction; some

, lcommitting suicide, some died of lE:tckof Illedical aid due to lack of funds,

irregularities and r.ossibilities of yet another prospective scam with a view

with the re,gulators and persons .with authority cannot be ruled out.
a. BecaL.se Union Legislature has enacted the Securities and Exchange

Board of Indl1i\ Act, 1992 to pro~act the Interest of Investors In securities

anj to regu\uto the securltle8 marko\.

~. Because a statutory duty Is caat upon the Securities and E:.xchange

protect the interest of investors in security markets and to regulate t1w

c. Because a statutory duty is cast upon the Securities and E.xchan~w

Board of India to prohibit fraudulent arid unfail' practices relating to

companies which intent to get its securities listed.

f. BecauJe risk factors are those which are beyond the control of the

regulators and the concerned parties. The word risk, canllot be

attributed to :~nyfactor whicn can b~ ascertained.

dlscbarge Its duties by not conducting necessary inquiry for

a~certalnlng the correct facts with regard to the risk factors mentioned

In the DRHP by the respondent company and consequently exposing

the i,westors to an ~Jnneceseary risk which the SEBI c~n very well avoid

#'. appears to be Incorrect and In contravention of the provisions of ThG

Press and Registration of Booka Act, 1867.

the respon~1ont No. 6 to proceed with its IPO in furtherance of its

advertisHrnent for the IPO as also published in. Dainik Vhaskar, a copy
 III. issue a writ order or direction in the nature of mandamus directing the

respondents no. 1 to 5 to enqulre into the ownership of the' title 'Dainik

Bhaskar' and take appropriate action against Respondent NO.6 for

publishing incurrect and misleec1lng infor~ation .

approprlatf9 in the facts E.nd circumstances of the case, may also bo

grantee In favour of the petltloner.

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VI. Costs of tho pCltition.

M\AVW~~
Lucknow (DHRUV MATHUR)
Dated C3' 12..-2fO~ ADVOCATE
COUNSEL FOP THE PETITIONERS