Writ Petition No 1~ tgt3(M 13)of 2009(P1 L)

Dr Siya Rarl JaiswHl amp Others

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L l~tl~~~(ilJJlli~~)~C]~litY)__( _i dTirlit in )IJPO~middot or (( i ()()i ()(~l

( ~~~~il]~UG~ij~~l_=~~~-_-~_~J~_~~~-=~~~~~~=~~~~J~~h ()ll ____

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I ~Imiddot () 1 Imiddot T 1111middot1() I~ IB L I I II (j H COURT () F HI 1) IC llll ~I TALLAHABAD

LUCKNOW BENCH LUCKNOW

VI NO) ~ b2 (MIS) OF ~OOlt) (PLL)

~~i~NOC~1~~-~~r~~~~~~~~r~~~O~to~fn~~f~~~Uab~~~z~~t~~~~i~~i~~~~ Corp Ltd (Opposite Party No6) The site where the saki

Lsectl_dv~rti~nJen_~~pubJl~~~__~~_I2tRII~ 9 n a ind ia comI the Petitioner No 1 became interested i I opportunity which was advertised ie the IPO of Mis DO COIl

ILtd Which according to the advertisement was Bhor11y expectedIn the market__ l- __ ~~~_6_ ~ bull _ 4 - - -

Ptljtl~n f)() 1 I i fmiddot [1= lf1 ) iii (Inl~ i I

I inVUiirllurlS Ii) SIHHlti GUL_~ II)u CUd (

I is arrived at after an assessment of various pararli8le[S includlllthe a8sessment of the company in which the Petitioner No 1

~______--L-_--_--middot wish~~lo inves_t _ ------------------------- -- _ 4middot since the Petitioner ~IO 1 became interested in investing in Msbull 08 Corp Ltd he started enquiring about the details of MIs DO

i Corp Ud (OP NO (3) and the IPO which it was Mis DB Corp1 Ltd (JP NO6) and the IPO which it was shortly proposing toI launch in the market

- imiddot-t~)middotePcti-tjorer-middotNo-~1-e-xamiddotnined--the_middot-6r~if-Red t ifrr in~l r)rospcctl~ (herein after referred to as OHHP) of MIs DB Corp Ltd In ordclI to fir d out the details about the company and Hle IPQ which 1

was proposing The said ORHP was published on the officiali -~~~ s it~~~_sect_ ~_EL1Qf~Q_~tilJiltpJLYY~~g)i 9O~I1n a perusal of the DRHP the Petitioner NCJ 1 cliscovered that thei respondent company MIs DB Corp Ltd was originallyi incorporated on 2ih October 1995 in thu name of MIs Multitech Energy ltd And was registered with the Registrar ofCon panies Gwallor Madhya Pradesh Subsequently themiddotCompany changed its name to Mis 08 Corp Ltd Wef01 122005 The Company is engaged in the business of printand publication from 01 042005 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 howI the respondent company claims to have got the rights for printing of newspaper unde the title Dainik Bhaskar and Divya I

I BhaMltar bull -- - -_- __ OJ -on-middotmiddotmiddotPagAmiddotmiddot 10-lfRHP -under--the -head-i-r~g-middot~smiddott-ory-o(5middotLjmiddotmiddot

Cornpany a table has u3en showll indicating the place of pUblici~tion 3nd thH ovOership of Oainik Bhask(jl which shows that 1 ir8 state 01 Mactt~aPrgd(~sh itself tI~(~If_tJ (1eltlst f)lIl(~-lt--- ------ ~_P~~IJ0-Nr ~S_~~~_~n~~~~~_U~_e_s~J~Ji~~~_ __ --- -

J~

f middot~T ------~~~~~f~~~fg~~~~~~-~~e~Ct~~67~=p~~middot~l~dZf~I preservation ()~copies of bOOkS and newspapers printed in India I

___ ~_ (J1cLr_~~f_-~Jstratlonof sJch books and newsp-a2~rs _

II 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 madeby the applicant with regardmiddot to the title of tile newspaper

ro---- owne~$I)lpl perlocJlcltiQ11Dpublication atc J

the Proviso to Seotion 6 of tha Press and ReglstrBtion of Books IAot 18er mtlpulatestri~t~ cleclaratlon made under Section 5 will I

not be authenticated ~nle8s th~ magIstrate after an enquiry is I

J satisfied that the n~ws paper proposed to be published does not 1

bear 8 tltle 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 conjolr1treadingor Sectlon-58nd-6-0f the-Pr~ss--and 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-middot middot-middot~-r--middot--_middot Ytill~tULr~VsQapeLlIDJ9Lthe sameJl~e Inl~~~m~_L~D9~~~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 Il__~_____ ~9jJL~of the DRHPJ prim facl~rn to b~ IncorJeq

1

13 I the DRHP al80 mentions about aome history of litigation between i

Ivarlollu parties with reg~rdto the ownership of Dalnlk Bhaskar I

I and states that the posItion of ownership as published in the ij I DRHP has emerged as a result of some decision of the Honble I Supreme Court passed In Civil Appeal NO4 782 of 1996 with L_____ C~9 43~6 of 1998 and WP (C) No 527 of 1993 ~

14 I upon further investigation the Petitioner No 1 discovered that the reference made to the decision of the Honble SupremeI Court in the DRHP Iswith regard to the decision rendered by the i

i Honble Supreme Court in the case of Dwarika Prasad Agarwal Vs BD Agarwal and Otllem which has also been reported in (2003) 6

sec 2301amp-- ----r-------middot- Ule P-etitioner-No-11asreadthe s~id-TLjdg-rne-nCre-ncj-erecl-bythe

I honhle Apex Court and respectfully submits that nowhere in the i

I said Judgment the Honble Apex Court has directed or had1 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 iI provisions inclUding the provisions of Press and Registration of I

I Books ~ct 1867 The decision rendered by the Honble ApexII Cauri only relegates the parties to the same position in which

they were immediately prior to the passing of the order dated iI 29e1992 The order dated 2961992 13111992 passed by

I I I the -li9h Court and the order dated 03091992 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 Gtatutory authorities and the civil courts

~ _ ~-L __ ~hich were referredto lry that jUdgment wer~ alf~~~a~hed I 16 a conjoint reading of the history by which the respondentI company has tried to trace its ownershipmiddot to the title Dainillt

Bhaskar with the dacslon rendered by the Honble Apex Court I

I repol1ed in (2003)6 sec 230 gives an impression that the decision rendered by the Honbla Apex Court is being

i I i I misinterpreted and twisted and is being given a meaning whichl_ __L Ltb~tgnble_~~~9Qtne~er i~tende_~~gJQ_sect_~~QQ~_L~tyl_e

(~~

I DRHP under the heading fltisk FaCfurs on page No Xl clause i 3 itnh8~been categ~ riCflly mentioned IIAlthough the ownership1 of Dalrllk Bhaskar was relegated back to the company II immediately pror to 2961992 (pursuant to a letter of the 1

1 Registrar of Newspapers of India (RNI) dated 1862004 based I on the order of the Honble Supreme Court of India dated i I 07072003 which was t~1ereatt~r updated by the RNI) and the I

ownershIp has been regIstered In our name we cannot assure I

I ygtu that such parsons will not raise any similar or other disputes 1

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_

1 the entlr worth ofmiddot the re pondent company as projected by thecompany 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 Immedlahsly plummets dow1 and consequently the worth of Itst _ --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 Bhaslltar beingdisputed in future has mentioned about slJch chances of I

IitlgaU(ln In Its DRHP With an Intention of preparing a defenpounde for IItself In caoe any ohallenge Is made by the investors In the I

respondent company with regard to the los6 caused to them onaocount of wrorgful ueega of the title Dalnlk Bhaskar by thelfpoQfL nt compan~__ _since tile usage of the title Dainik Bhaskar by the respondentcompany Is the essence of the worth of the respondent company iand H1e IPO being floated by it It is incumbent upon the

I regulatory authorities such as the SEBI and other respondents toensur ttlat the usage of title wDainik Bhaskar by the respondent

company is a valid usage and that the respondent company will not jw~t collect fund~ from public on the strength of the usage ofthe iit~~Dainillt Bhaskar by i~ and therea(ter upon 8 chflIen~kmiddotmade by the true ownc~rs of the title will loose the satnn (H11~

I cause lOSS of several hundreds of crolC rupees t oteh cornnul~__ __ _ PJL~-ig _ __ ____ __ ___ __ __ _ _ _

the union legislatur9 with a view to protect tile interest ()I

investors in securities and to prornote the development of and toregulate the securitifS rlarket and for matters connectedtherewith or incidental thereto has enacted The Securities and Exchange Board of India Act 1992 (Hereinafter referred to as

____ _~_L __ the~E8JAcD _ ____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 j22middot -middotmiddot-middot middot-middotmiddot--- middot-Sectomiddotr1middot--iTof the SEBi Act enumerate thefunctTons-orttie-b-oardI J I Section 11 (1) casts a dL~ty upon the board to protect the interest I

of tile investors In seCUrities and to promote the development of I

t I cIne to regulate the SElcurities market by such measures as it1 I thinks fit---- bull_-__ __ _--__-~___ _--__- _---------___ bull_----_ _ __ - 23 I I Suction 11 (2)(e) of the SEBIAct requires the board to provide for

prohibiting fraudulent and unfair trade practices relating to~ I ~ecllrities markets and Setlon 11 (2)(1) provides fr c~lIin~ of I Information frorn undertakmg Inspection conducting inquiries

__J~o~~~~_~~~~~~~~~ir~~~~~~r~0i~~l)e~~~~~

17II

119middot----t-middotmiddot---- I

I

20iI1

~--------- --~~-------------_-------_L_ re9ul~9YQ9iz~ionsin securities market------------1124 tl1e SEBI Act also empow~rs SEBI to conduct research for thaj

---_-t +~a~bo-Yl-EI~rp-o-s-e---125 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-n-t-yI casts a duty upon it to take measures to undertake insp~ctlon ofI any book or register or other document or reGord of any listed I

pUblic company or a public company which Intends to get Its II securities listed on any recognized stock exchange where SEBI Ihas reasons to believe that such a company has been Indulgingin insider trading or fraudulent and unfair trade practices relatingto securities marketsfurther Section 11middotA oTihe SESI Act provides for the board-toregulate or prohibit IS8ue of prospectus offer 90cument oradvertisement soliciting money for Issue of securities whereinthe ooard In the Intert of Inve8tor~ canprohlblt any company from IBSulng of proapectua any offer document or advertisement80llJltlng money from be publlo for the Issueef securltles thus It Is IncumbElot upon SEBI to ensure that the Investors arenot exposed to undue risk by the unscrupulous It Is alsbincumbent upon SEel not to permit the unscrupulous to takerefuge to some clause mEntloned In the fine prints In the riskfactors of Its Invitation document when the fact mentioned is of anature which can be verified by the SEBIupon Investlgatlon_ the fact with reQard to the ownership rights of the title DalnlkBhaakar Is a fsct whloh can be Ascertained by SEBI by carryingout Investigation and therefore It Is not proper on the part of SEBIto absolve Itself of Ita duty of ascertaining the correct fact andperrnlttlng 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 DS Corp ltd Has two subsidiary companies

bull I I j I Media Corp LimitedL k Synergy Media Entertainment Limited -----l------- ThisJ~ct has been m_ftlltloned 0QP~flQJQz_lt1 the _DRHP I 30 I the shareholdingof tt1e respondent company in MIs Synergy1 I Media Entertainment Limited is 5682 It is submitted that

Iearlier the stake of the respondent cornpary in its subsidiary

was 9969 which was reduced to 5682 as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd This fact can beIt 31------~------- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _

I the Respondent company had made an application for obtainingi 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 middotto allow increase in the direct and indirect foreign share holding i in its subsidiary SMEL upto 17973This 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 equityI shares of the respondent company on the stock exchanges after i the IPO and to allow change in the shareholding of Sri Hamesh 1 Chandra Agarwal (Chairman and Promotor of the RespondentmiddotI

I I company MIs DB Corp Ltd ) from 92856 to 74 after the

h3----i-_u-~- ~W~~~~~~f~~~~~asentered Into~omeagreement wiihOne I

MIs Cliffrose Investments ltd a foreign company based inI Mauritius which is a investment arm of MIs Warburg Pincus0 ~ __ __L ~Q9tb~r foreign ent~hlch is based in USAT~__9~~~~nt_~f

middot1

Il 1

0

28- -1

IIII

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

I ~Imiddot () 1 Imiddot T 1111middot1() I~ IB L I I II (j H COURT () F HI 1) IC llll ~I TALLAHABAD

LUCKNOW BENCH LUCKNOW

VI NO) ~ b2 (MIS) OF ~OOlt) (PLL)

~~i~NOC~1~~-~~r~~~~~~~~r~~~O~to~fn~~f~~~Uab~~~z~~t~~~~i~~i~~~~ Corp Ltd (Opposite Party No6) The site where the saki

Lsectl_dv~rti~nJen_~~pubJl~~~__~~_I2tRII~ 9 n a ind ia comI the Petitioner No 1 became interested i I opportunity which was advertised ie the IPO of Mis DO COIl

ILtd Which according to the advertisement was Bhor11y expectedIn the market__ l- __ ~~~_6_ ~ bull _ 4 - - -

Ptljtl~n f)() 1 I i fmiddot [1= lf1 ) iii (Inl~ i I

I inVUiirllurlS Ii) SIHHlti GUL_~ II)u CUd (

I is arrived at after an assessment of various pararli8le[S includlllthe a8sessment of the company in which the Petitioner No 1

~______--L-_--_--middot wish~~lo inves_t _ ------------------------- -- _ 4middot since the Petitioner ~IO 1 became interested in investing in Msbull 08 Corp Ltd he started enquiring about the details of MIs DO

i Corp Ud (OP NO (3) and the IPO which it was Mis DB Corp1 Ltd (JP NO6) and the IPO which it was shortly proposing toI launch in the market

- imiddot-t~)middotePcti-tjorer-middotNo-~1-e-xamiddotnined--the_middot-6r~if-Red t ifrr in~l r)rospcctl~ (herein after referred to as OHHP) of MIs DB Corp Ltd In ordclI to fir d out the details about the company and Hle IPQ which 1

was proposing The said ORHP was published on the officiali -~~~ s it~~~_sect_ ~_EL1Qf~Q_~tilJiltpJLYY~~g)i 9O~I1n a perusal of the DRHP the Petitioner NCJ 1 cliscovered that thei respondent company MIs DB Corp Ltd was originallyi incorporated on 2ih October 1995 in thu name of MIs Multitech Energy ltd And was registered with the Registrar ofCon panies Gwallor Madhya Pradesh Subsequently themiddotCompany changed its name to Mis 08 Corp Ltd Wef01 122005 The Company is engaged in the business of printand publication from 01 042005 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 howI the respondent company claims to have got the rights for printing of newspaper unde the title Dainik Bhaskar and Divya I

I BhaMltar bull -- - -_- __ OJ -on-middotmiddotmiddotPagAmiddotmiddot 10-lfRHP -under--the -head-i-r~g-middot~smiddott-ory-o(5middotLjmiddotmiddot

Cornpany a table has u3en showll indicating the place of pUblici~tion 3nd thH ovOership of Oainik Bhask(jl which shows that 1 ir8 state 01 Mactt~aPrgd(~sh itself tI~(~If_tJ (1eltlst f)lIl(~-lt--- ------ ~_P~~IJ0-Nr ~S_~~~_~n~~~~~_U~_e_s~J~Ji~~~_ __ --- -

J~

f middot~T ------~~~~~f~~~fg~~~~~~-~~e~Ct~~67~=p~~middot~l~dZf~I preservation ()~copies of bOOkS and newspapers printed in India I

___ ~_ (J1cLr_~~f_-~Jstratlonof sJch books and newsp-a2~rs _

II 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 madeby the applicant with regardmiddot to the title of tile newspaper

ro---- owne~$I)lpl perlocJlcltiQ11Dpublication atc J

the Proviso to Seotion 6 of tha Press and ReglstrBtion of Books IAot 18er mtlpulatestri~t~ cleclaratlon made under Section 5 will I

not be authenticated ~nle8s th~ magIstrate after an enquiry is I

J satisfied that the n~ws paper proposed to be published does not 1

bear 8 tltle 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 conjolr1treadingor Sectlon-58nd-6-0f the-Pr~ss--and 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-middot middot-middot~-r--middot--_middot Ytill~tULr~VsQapeLlIDJ9Lthe sameJl~e Inl~~~m~_L~D9~~~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 Il__~_____ ~9jJL~of the DRHPJ prim facl~rn to b~ IncorJeq

1

13 I the DRHP al80 mentions about aome history of litigation between i

Ivarlollu parties with reg~rdto the ownership of Dalnlk Bhaskar I

I and states that the posItion of ownership as published in the ij I DRHP has emerged as a result of some decision of the Honble I Supreme Court passed In Civil Appeal NO4 782 of 1996 with L_____ C~9 43~6 of 1998 and WP (C) No 527 of 1993 ~

14 I upon further investigation the Petitioner No 1 discovered that the reference made to the decision of the Honble SupremeI Court in the DRHP Iswith regard to the decision rendered by the i

i Honble Supreme Court in the case of Dwarika Prasad Agarwal Vs BD Agarwal and Otllem which has also been reported in (2003) 6

sec 2301amp-- ----r-------middot- Ule P-etitioner-No-11asreadthe s~id-TLjdg-rne-nCre-ncj-erecl-bythe

I honhle Apex Court and respectfully submits that nowhere in the i

I said Judgment the Honble Apex Court has directed or had1 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 iI provisions inclUding the provisions of Press and Registration of I

I Books ~ct 1867 The decision rendered by the Honble ApexII Cauri only relegates the parties to the same position in which

they were immediately prior to the passing of the order dated iI 29e1992 The order dated 2961992 13111992 passed by

I I I the -li9h Court and the order dated 03091992 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 Gtatutory authorities and the civil courts

~ _ ~-L __ ~hich were referredto lry that jUdgment wer~ alf~~~a~hed I 16 a conjoint reading of the history by which the respondentI company has tried to trace its ownershipmiddot to the title Dainillt

Bhaskar with the dacslon rendered by the Honble Apex Court I

I repol1ed in (2003)6 sec 230 gives an impression that the decision rendered by the Honbla Apex Court is being

i I i I misinterpreted and twisted and is being given a meaning whichl_ __L Ltb~tgnble_~~~9Qtne~er i~tende_~~gJQ_sect_~~QQ~_L~tyl_e

(~~

I DRHP under the heading fltisk FaCfurs on page No Xl clause i 3 itnh8~been categ~ riCflly mentioned IIAlthough the ownership1 of Dalrllk Bhaskar was relegated back to the company II immediately pror to 2961992 (pursuant to a letter of the 1

1 Registrar of Newspapers of India (RNI) dated 1862004 based I on the order of the Honble Supreme Court of India dated i I 07072003 which was t~1ereatt~r updated by the RNI) and the I

ownershIp has been regIstered In our name we cannot assure I

I ygtu that such parsons will not raise any similar or other disputes 1

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_

1 the entlr worth ofmiddot the re pondent company as projected by thecompany 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 Immedlahsly plummets dow1 and consequently the worth of Itst _ --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 Bhaslltar beingdisputed in future has mentioned about slJch chances of I

IitlgaU(ln In Its DRHP With an Intention of preparing a defenpounde for IItself In caoe any ohallenge Is made by the investors In the I

respondent company with regard to the los6 caused to them onaocount of wrorgful ueega of the title Dalnlk Bhaskar by thelfpoQfL nt compan~__ _since tile usage of the title Dainik Bhaskar by the respondentcompany Is the essence of the worth of the respondent company iand H1e IPO being floated by it It is incumbent upon the

I regulatory authorities such as the SEBI and other respondents toensur ttlat the usage of title wDainik Bhaskar by the respondent

company is a valid usage and that the respondent company will not jw~t collect fund~ from public on the strength of the usage ofthe iit~~Dainillt Bhaskar by i~ and therea(ter upon 8 chflIen~kmiddotmade by the true ownc~rs of the title will loose the satnn (H11~

I cause lOSS of several hundreds of crolC rupees t oteh cornnul~__ __ _ PJL~-ig _ __ ____ __ ___ __ __ _ _ _

the union legislatur9 with a view to protect tile interest ()I

investors in securities and to prornote the development of and toregulate the securitifS rlarket and for matters connectedtherewith or incidental thereto has enacted The Securities and Exchange Board of India Act 1992 (Hereinafter referred to as

____ _~_L __ the~E8JAcD _ ____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 j22middot -middotmiddot-middot middot-middotmiddot--- middot-Sectomiddotr1middot--iTof the SEBi Act enumerate thefunctTons-orttie-b-oardI J I Section 11 (1) casts a dL~ty upon the board to protect the interest I

of tile investors In seCUrities and to promote the development of I

t I cIne to regulate the SElcurities market by such measures as it1 I thinks fit---- bull_-__ __ _--__-~___ _--__- _---------___ bull_----_ _ __ - 23 I I Suction 11 (2)(e) of the SEBIAct requires the board to provide for

prohibiting fraudulent and unfair trade practices relating to~ I ~ecllrities markets and Setlon 11 (2)(1) provides fr c~lIin~ of I Information frorn undertakmg Inspection conducting inquiries

__J~o~~~~_~~~~~~~~~ir~~~~~~r~0i~~l)e~~~~~

17II

119middot----t-middotmiddot---- I

I

20iI1

~--------- --~~-------------_-------_L_ re9ul~9YQ9iz~ionsin securities market------------1124 tl1e SEBI Act also empow~rs SEBI to conduct research for thaj

---_-t +~a~bo-Yl-EI~rp-o-s-e---125 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-n-t-yI casts a duty upon it to take measures to undertake insp~ctlon ofI any book or register or other document or reGord of any listed I

pUblic company or a public company which Intends to get Its II securities listed on any recognized stock exchange where SEBI Ihas reasons to believe that such a company has been Indulgingin insider trading or fraudulent and unfair trade practices relatingto securities marketsfurther Section 11middotA oTihe SESI Act provides for the board-toregulate or prohibit IS8ue of prospectus offer 90cument oradvertisement soliciting money for Issue of securities whereinthe ooard In the Intert of Inve8tor~ canprohlblt any company from IBSulng of proapectua any offer document or advertisement80llJltlng money from be publlo for the Issueef securltles thus It Is IncumbElot upon SEBI to ensure that the Investors arenot exposed to undue risk by the unscrupulous It Is alsbincumbent upon SEel not to permit the unscrupulous to takerefuge to some clause mEntloned In the fine prints In the riskfactors of Its Invitation document when the fact mentioned is of anature which can be verified by the SEBIupon Investlgatlon_ the fact with reQard to the ownership rights of the title DalnlkBhaakar Is a fsct whloh can be Ascertained by SEBI by carryingout Investigation and therefore It Is not proper on the part of SEBIto absolve Itself of Ita duty of ascertaining the correct fact andperrnlttlng 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 DS Corp ltd Has two subsidiary companies

bull I I j I Media Corp LimitedL k Synergy Media Entertainment Limited -----l------- ThisJ~ct has been m_ftlltloned 0QP~flQJQz_lt1 the _DRHP I 30 I the shareholdingof tt1e respondent company in MIs Synergy1 I Media Entertainment Limited is 5682 It is submitted that

Iearlier the stake of the respondent cornpary in its subsidiary

was 9969 which was reduced to 5682 as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd This fact can beIt 31------~------- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _

I the Respondent company had made an application for obtainingi 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 middotto allow increase in the direct and indirect foreign share holding i in its subsidiary SMEL upto 17973This 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 equityI shares of the respondent company on the stock exchanges after i the IPO and to allow change in the shareholding of Sri Hamesh 1 Chandra Agarwal (Chairman and Promotor of the RespondentmiddotI

I I company MIs DB Corp Ltd ) from 92856 to 74 after the

h3----i-_u-~- ~W~~~~~~f~~~~~asentered Into~omeagreement wiihOne I

MIs Cliffrose Investments ltd a foreign company based inI Mauritius which is a investment arm of MIs Warburg Pincus0 ~ __ __L ~Q9tb~r foreign ent~hlch is based in USAT~__9~~~~nt_~f

middot1

Il 1

0

28- -1

IIII

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

f middot~T ------~~~~~f~~~fg~~~~~~-~~e~Ct~~67~=p~~middot~l~dZf~I preservation ()~copies of bOOkS and newspapers printed in India I

___ ~_ (J1cLr_~~f_-~Jstratlonof sJch books and newsp-a2~rs _

II 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 madeby the applicant with regardmiddot to the title of tile newspaper

ro---- owne~$I)lpl perlocJlcltiQ11Dpublication atc J

the Proviso to Seotion 6 of tha Press and ReglstrBtion of Books IAot 18er mtlpulatestri~t~ cleclaratlon made under Section 5 will I

not be authenticated ~nle8s th~ magIstrate after an enquiry is I

J satisfied that the n~ws paper proposed to be published does not 1

bear 8 tltle 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 conjolr1treadingor Sectlon-58nd-6-0f the-Pr~ss--and 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-middot middot-middot~-r--middot--_middot Ytill~tULr~VsQapeLlIDJ9Lthe sameJl~e Inl~~~m~_L~D9~~~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 Il__~_____ ~9jJL~of the DRHPJ prim facl~rn to b~ IncorJeq

1

13 I the DRHP al80 mentions about aome history of litigation between i

Ivarlollu parties with reg~rdto the ownership of Dalnlk Bhaskar I

I and states that the posItion of ownership as published in the ij I DRHP has emerged as a result of some decision of the Honble I Supreme Court passed In Civil Appeal NO4 782 of 1996 with L_____ C~9 43~6 of 1998 and WP (C) No 527 of 1993 ~

14 I upon further investigation the Petitioner No 1 discovered that the reference made to the decision of the Honble SupremeI Court in the DRHP Iswith regard to the decision rendered by the i

i Honble Supreme Court in the case of Dwarika Prasad Agarwal Vs BD Agarwal and Otllem which has also been reported in (2003) 6

sec 2301amp-- ----r-------middot- Ule P-etitioner-No-11asreadthe s~id-TLjdg-rne-nCre-ncj-erecl-bythe

I honhle Apex Court and respectfully submits that nowhere in the i

I said Judgment the Honble Apex Court has directed or had1 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 iI provisions inclUding the provisions of Press and Registration of I

I Books ~ct 1867 The decision rendered by the Honble ApexII Cauri only relegates the parties to the same position in which

they were immediately prior to the passing of the order dated iI 29e1992 The order dated 2961992 13111992 passed by

I I I the -li9h Court and the order dated 03091992 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 Gtatutory authorities and the civil courts

~ _ ~-L __ ~hich were referredto lry that jUdgment wer~ alf~~~a~hed I 16 a conjoint reading of the history by which the respondentI company has tried to trace its ownershipmiddot to the title Dainillt

Bhaskar with the dacslon rendered by the Honble Apex Court I

I repol1ed in (2003)6 sec 230 gives an impression that the decision rendered by the Honbla Apex Court is being

i I i I misinterpreted and twisted and is being given a meaning whichl_ __L Ltb~tgnble_~~~9Qtne~er i~tende_~~gJQ_sect_~~QQ~_L~tyl_e

(~~

I DRHP under the heading fltisk FaCfurs on page No Xl clause i 3 itnh8~been categ~ riCflly mentioned IIAlthough the ownership1 of Dalrllk Bhaskar was relegated back to the company II immediately pror to 2961992 (pursuant to a letter of the 1

1 Registrar of Newspapers of India (RNI) dated 1862004 based I on the order of the Honble Supreme Court of India dated i I 07072003 which was t~1ereatt~r updated by the RNI) and the I

ownershIp has been regIstered In our name we cannot assure I

I ygtu that such parsons will not raise any similar or other disputes 1

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_

1 the entlr worth ofmiddot the re pondent company as projected by thecompany 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 Immedlahsly plummets dow1 and consequently the worth of Itst _ --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 Bhaslltar beingdisputed in future has mentioned about slJch chances of I

IitlgaU(ln In Its DRHP With an Intention of preparing a defenpounde for IItself In caoe any ohallenge Is made by the investors In the I

respondent company with regard to the los6 caused to them onaocount of wrorgful ueega of the title Dalnlk Bhaskar by thelfpoQfL nt compan~__ _since tile usage of the title Dainik Bhaskar by the respondentcompany Is the essence of the worth of the respondent company iand H1e IPO being floated by it It is incumbent upon the

I regulatory authorities such as the SEBI and other respondents toensur ttlat the usage of title wDainik Bhaskar by the respondent

company is a valid usage and that the respondent company will not jw~t collect fund~ from public on the strength of the usage ofthe iit~~Dainillt Bhaskar by i~ and therea(ter upon 8 chflIen~kmiddotmade by the true ownc~rs of the title will loose the satnn (H11~

I cause lOSS of several hundreds of crolC rupees t oteh cornnul~__ __ _ PJL~-ig _ __ ____ __ ___ __ __ _ _ _

the union legislatur9 with a view to protect tile interest ()I

investors in securities and to prornote the development of and toregulate the securitifS rlarket and for matters connectedtherewith or incidental thereto has enacted The Securities and Exchange Board of India Act 1992 (Hereinafter referred to as

____ _~_L __ the~E8JAcD _ ____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 j22middot -middotmiddot-middot middot-middotmiddot--- middot-Sectomiddotr1middot--iTof the SEBi Act enumerate thefunctTons-orttie-b-oardI J I Section 11 (1) casts a dL~ty upon the board to protect the interest I

of tile investors In seCUrities and to promote the development of I

t I cIne to regulate the SElcurities market by such measures as it1 I thinks fit---- bull_-__ __ _--__-~___ _--__- _---------___ bull_----_ _ __ - 23 I I Suction 11 (2)(e) of the SEBIAct requires the board to provide for

prohibiting fraudulent and unfair trade practices relating to~ I ~ecllrities markets and Setlon 11 (2)(1) provides fr c~lIin~ of I Information frorn undertakmg Inspection conducting inquiries

__J~o~~~~_~~~~~~~~~ir~~~~~~r~0i~~l)e~~~~~

17II

119middot----t-middotmiddot---- I

I

20iI1

~--------- --~~-------------_-------_L_ re9ul~9YQ9iz~ionsin securities market------------1124 tl1e SEBI Act also empow~rs SEBI to conduct research for thaj

---_-t +~a~bo-Yl-EI~rp-o-s-e---125 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-n-t-yI casts a duty upon it to take measures to undertake insp~ctlon ofI any book or register or other document or reGord of any listed I

pUblic company or a public company which Intends to get Its II securities listed on any recognized stock exchange where SEBI Ihas reasons to believe that such a company has been Indulgingin insider trading or fraudulent and unfair trade practices relatingto securities marketsfurther Section 11middotA oTihe SESI Act provides for the board-toregulate or prohibit IS8ue of prospectus offer 90cument oradvertisement soliciting money for Issue of securities whereinthe ooard In the Intert of Inve8tor~ canprohlblt any company from IBSulng of proapectua any offer document or advertisement80llJltlng money from be publlo for the Issueef securltles thus It Is IncumbElot upon SEBI to ensure that the Investors arenot exposed to undue risk by the unscrupulous It Is alsbincumbent upon SEel not to permit the unscrupulous to takerefuge to some clause mEntloned In the fine prints In the riskfactors of Its Invitation document when the fact mentioned is of anature which can be verified by the SEBIupon Investlgatlon_ the fact with reQard to the ownership rights of the title DalnlkBhaakar Is a fsct whloh can be Ascertained by SEBI by carryingout Investigation and therefore It Is not proper on the part of SEBIto absolve Itself of Ita duty of ascertaining the correct fact andperrnlttlng 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 DS Corp ltd Has two subsidiary companies

bull I I j I Media Corp LimitedL k Synergy Media Entertainment Limited -----l------- ThisJ~ct has been m_ftlltloned 0QP~flQJQz_lt1 the _DRHP I 30 I the shareholdingof tt1e respondent company in MIs Synergy1 I Media Entertainment Limited is 5682 It is submitted that

Iearlier the stake of the respondent cornpary in its subsidiary

was 9969 which was reduced to 5682 as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd This fact can beIt 31------~------- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _

I the Respondent company had made an application for obtainingi 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 middotto allow increase in the direct and indirect foreign share holding i in its subsidiary SMEL upto 17973This 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 equityI shares of the respondent company on the stock exchanges after i the IPO and to allow change in the shareholding of Sri Hamesh 1 Chandra Agarwal (Chairman and Promotor of the RespondentmiddotI

I I company MIs DB Corp Ltd ) from 92856 to 74 after the

h3----i-_u-~- ~W~~~~~~f~~~~~asentered Into~omeagreement wiihOne I

MIs Cliffrose Investments ltd a foreign company based inI Mauritius which is a investment arm of MIs Warburg Pincus0 ~ __ __L ~Q9tb~r foreign ent~hlch is based in USAT~__9~~~~nt_~f

middot1

Il 1

0

28- -1

IIII

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

I DRHP under the heading fltisk FaCfurs on page No Xl clause i 3 itnh8~been categ~ riCflly mentioned IIAlthough the ownership1 of Dalrllk Bhaskar was relegated back to the company II immediately pror to 2961992 (pursuant to a letter of the 1

1 Registrar of Newspapers of India (RNI) dated 1862004 based I on the order of the Honble Supreme Court of India dated i I 07072003 which was t~1ereatt~r updated by the RNI) and the I

ownershIp has been regIstered In our name we cannot assure I

I ygtu that such parsons will not raise any similar or other disputes 1

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_

1 the entlr worth ofmiddot the re pondent company as projected by thecompany 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 Immedlahsly plummets dow1 and consequently the worth of Itst _ --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 Bhaslltar beingdisputed in future has mentioned about slJch chances of I

IitlgaU(ln In Its DRHP With an Intention of preparing a defenpounde for IItself In caoe any ohallenge Is made by the investors In the I

respondent company with regard to the los6 caused to them onaocount of wrorgful ueega of the title Dalnlk Bhaskar by thelfpoQfL nt compan~__ _since tile usage of the title Dainik Bhaskar by the respondentcompany Is the essence of the worth of the respondent company iand H1e IPO being floated by it It is incumbent upon the

I regulatory authorities such as the SEBI and other respondents toensur ttlat the usage of title wDainik Bhaskar by the respondent

company is a valid usage and that the respondent company will not jw~t collect fund~ from public on the strength of the usage ofthe iit~~Dainillt Bhaskar by i~ and therea(ter upon 8 chflIen~kmiddotmade by the true ownc~rs of the title will loose the satnn (H11~

I cause lOSS of several hundreds of crolC rupees t oteh cornnul~__ __ _ PJL~-ig _ __ ____ __ ___ __ __ _ _ _

the union legislatur9 with a view to protect tile interest ()I

investors in securities and to prornote the development of and toregulate the securitifS rlarket and for matters connectedtherewith or incidental thereto has enacted The Securities and Exchange Board of India Act 1992 (Hereinafter referred to as

____ _~_L __ the~E8JAcD _ ____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 j22middot -middotmiddot-middot middot-middotmiddot--- middot-Sectomiddotr1middot--iTof the SEBi Act enumerate thefunctTons-orttie-b-oardI J I Section 11 (1) casts a dL~ty upon the board to protect the interest I

of tile investors In seCUrities and to promote the development of I

t I cIne to regulate the SElcurities market by such measures as it1 I thinks fit---- bull_-__ __ _--__-~___ _--__- _---------___ bull_----_ _ __ - 23 I I Suction 11 (2)(e) of the SEBIAct requires the board to provide for

prohibiting fraudulent and unfair trade practices relating to~ I ~ecllrities markets and Setlon 11 (2)(1) provides fr c~lIin~ of I Information frorn undertakmg Inspection conducting inquiries

__J~o~~~~_~~~~~~~~~ir~~~~~~r~0i~~l)e~~~~~

17II

119middot----t-middotmiddot---- I

I

20iI1

~--------- --~~-------------_-------_L_ re9ul~9YQ9iz~ionsin securities market------------1124 tl1e SEBI Act also empow~rs SEBI to conduct research for thaj

---_-t +~a~bo-Yl-EI~rp-o-s-e---125 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-n-t-yI casts a duty upon it to take measures to undertake insp~ctlon ofI any book or register or other document or reGord of any listed I

pUblic company or a public company which Intends to get Its II securities listed on any recognized stock exchange where SEBI Ihas reasons to believe that such a company has been Indulgingin insider trading or fraudulent and unfair trade practices relatingto securities marketsfurther Section 11middotA oTihe SESI Act provides for the board-toregulate or prohibit IS8ue of prospectus offer 90cument oradvertisement soliciting money for Issue of securities whereinthe ooard In the Intert of Inve8tor~ canprohlblt any company from IBSulng of proapectua any offer document or advertisement80llJltlng money from be publlo for the Issueef securltles thus It Is IncumbElot upon SEBI to ensure that the Investors arenot exposed to undue risk by the unscrupulous It Is alsbincumbent upon SEel not to permit the unscrupulous to takerefuge to some clause mEntloned In the fine prints In the riskfactors of Its Invitation document when the fact mentioned is of anature which can be verified by the SEBIupon Investlgatlon_ the fact with reQard to the ownership rights of the title DalnlkBhaakar Is a fsct whloh can be Ascertained by SEBI by carryingout Investigation and therefore It Is not proper on the part of SEBIto absolve Itself of Ita duty of ascertaining the correct fact andperrnlttlng 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 DS Corp ltd Has two subsidiary companies

bull I I j I Media Corp LimitedL k Synergy Media Entertainment Limited -----l------- ThisJ~ct has been m_ftlltloned 0QP~flQJQz_lt1 the _DRHP I 30 I the shareholdingof tt1e respondent company in MIs Synergy1 I Media Entertainment Limited is 5682 It is submitted that

Iearlier the stake of the respondent cornpary in its subsidiary

was 9969 which was reduced to 5682 as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd This fact can beIt 31------~------- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _

I the Respondent company had made an application for obtainingi 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 middotto allow increase in the direct and indirect foreign share holding i in its subsidiary SMEL upto 17973This 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 equityI shares of the respondent company on the stock exchanges after i the IPO and to allow change in the shareholding of Sri Hamesh 1 Chandra Agarwal (Chairman and Promotor of the RespondentmiddotI

I I company MIs DB Corp Ltd ) from 92856 to 74 after the

h3----i-_u-~- ~W~~~~~~f~~~~~asentered Into~omeagreement wiihOne I

MIs Cliffrose Investments ltd a foreign company based inI Mauritius which is a investment arm of MIs Warburg Pincus0 ~ __ __L ~Q9tb~r foreign ent~hlch is based in USAT~__9~~~~nt_~f

middot1

Il 1

0

28- -1

IIII

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

~--------- --~~-------------_-------_L_ re9ul~9YQ9iz~ionsin securities market------------1124 tl1e SEBI Act also empow~rs SEBI to conduct research for thaj

---_-t +~a~bo-Yl-EI~rp-o-s-e---125 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-n-t-yI casts a duty upon it to take measures to undertake insp~ctlon ofI any book or register or other document or reGord of any listed I

pUblic company or a public company which Intends to get Its II securities listed on any recognized stock exchange where SEBI Ihas reasons to believe that such a company has been Indulgingin insider trading or fraudulent and unfair trade practices relatingto securities marketsfurther Section 11middotA oTihe SESI Act provides for the board-toregulate or prohibit IS8ue of prospectus offer 90cument oradvertisement soliciting money for Issue of securities whereinthe ooard In the Intert of Inve8tor~ canprohlblt any company from IBSulng of proapectua any offer document or advertisement80llJltlng money from be publlo for the Issueef securltles thus It Is IncumbElot upon SEBI to ensure that the Investors arenot exposed to undue risk by the unscrupulous It Is alsbincumbent upon SEel not to permit the unscrupulous to takerefuge to some clause mEntloned In the fine prints In the riskfactors of Its Invitation document when the fact mentioned is of anature which can be verified by the SEBIupon Investlgatlon_ the fact with reQard to the ownership rights of the title DalnlkBhaakar Is a fsct whloh can be Ascertained by SEBI by carryingout Investigation and therefore It Is not proper on the part of SEBIto absolve Itself of Ita duty of ascertaining the correct fact andperrnlttlng 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 DS Corp ltd Has two subsidiary companies

bull I I j I Media Corp LimitedL k Synergy Media Entertainment Limited -----l------- ThisJ~ct has been m_ftlltloned 0QP~flQJQz_lt1 the _DRHP I 30 I the shareholdingof tt1e respondent company in MIs Synergy1 I Media Entertainment Limited is 5682 It is submitted that

Iearlier the stake of the respondent cornpary in its subsidiary

was 9969 which was reduced to 5682 as a result of issue of I

I 1 ItB sl1are to Bhaskar Infrastructure Ltd This fact can beIt 31------~------- ascertained from Section II Risk Factor Clause 12 on P2iLe XIV _

I the Respondent company had made an application for obtainingi 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 middotto allow increase in the direct and indirect foreign share holding i in its subsidiary SMEL upto 17973This 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 equityI shares of the respondent company on the stock exchanges after i the IPO and to allow change in the shareholding of Sri Hamesh 1 Chandra Agarwal (Chairman and Promotor of the RespondentmiddotI

I I company MIs DB Corp Ltd ) from 92856 to 74 after the

h3----i-_u-~- ~W~~~~~~f~~~~~asentered Into~omeagreement wiihOne I

MIs Cliffrose Investments ltd a foreign company based inI Mauritius which is a investment arm of MIs Warburg Pincus0 ~ __ __L ~Q9tb~r foreign ent~hlch is based in USAT~__9~~~~nt_~f

middot1

Il 1

0

28- -1

IIII

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

II Ie I t~IJl1 Ibulllt11l ~ur IIplHly wlm lVlS lInrose IS at such nature thatit grants MIs Cliffrose certain affirmative voting rights in theshar holders meeting of the respondent company including inrelation to the amendment of the Articles of Association of the Icompant the alteration (f theauthorized or paid up share capital I

of the r~espondent company any pUblic issue or privateplacement of equity shares in the respondent company theentering into of any joint venture and the fresh Issue of equityCapital to any person Further MIs Cliffrose also has certainother rights including pre~emptive rights tag along rights and theright of first offer against the promoters and certain promoter

l_ ---~-L rO~Eir)diYlfLuals _ 34 I while the Petitioner No 1 was still enquiring Into the businessi details and the proposed IPO by the respondent company theI respondent company Issued its IPO wherein it has categorically been m~ntloned that the IPO opens on 11122009 and closes1 on 15122009 and offers fresh Issue of -12725000 equity I I shares by the Company (Fresh Issue) and 5450000 equityl- ------- _L_middot ~~~es_(off~_ed for sale b~gliffrose Investments Ltd ) I 35 all the facts mentioned herein above viewed in its entirety would1 reveal that a very smooth path has been created by theI respondent comptny MIs 08 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 bei incorrect and thereafter the money so collected from OieI Investors can be moved out to foreign lands at the discretion of I -+--7th_e~bullr~_~pSJridentcornpanllQd its forelgn~~ _

~middot36- --middotmiddot-r-middot the arrangements made by the respondent company in collaboration with its various partners I agents if viewed singlymiddotor

I in isolation to the other agreements and arrangements may i seem to be very innocuous and apart of the normal business Ii process which several comp~1nles undertake Bu~ when all these I facts l1sntloned 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 willpermit it to acqlJire very large sum of money from the public and

__ L__ siebg_I~9_fto off-hore ~~d di~tant for~n 1~0~ 37 while ~jurfing theinternet in search of material with regard 0 the I respondent company and its partners the P~titioner No 1 also

came across a story published at httpwwwvccirclecom underthe h()ading Warburg Pincus to exit Dainik Bhaskar Private

i Equity wherein it has been m13ntioned that although the actual

I issue prlC of DS Corp Is yet to be determined Warburg will stand to sit on a return of around 68 on itsmiddot 3 year old

38~--+----~~~Dit IPO Mr Rame-sh ChandraAgarW~1 and--MrsLldhimiddot( I Agalwal have been stated by the Respondent company to be the __j bullbullbullbull Er~~n9s~~sect_~~heResQondent company __ _~_~__ ___ ~ i 39 fluher investigation made by the Petitioner No 1 revealed t1iC)t 1 Mr Ramesh Chandra Agawal 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 noncornpliancewith the clause 41 of the listing agreement

~-~-=~=-----------~---~~------I 40 -1-- r that tre-res~)7)ndenrcompanyh-as enteredinto~)-nu-riders-tan-dinq

II I with TV18 group which runs and controls several medi~

Ichannels to help blJlld a good image of Mis 08 Corp in thecoming period In Order to attract maximum investment for its I

I I IPO In furtherance o(thls understanding some news cl)annelsI have been promoting the respondent company by showing II

interviews of its staKe holders and other Interested persons notas an advertisement but as port of newsit is common knowledge that in spite of several reg-ulatorssuchas SE81 Stock Exohanges RBI etc and inspite of severalregulations being In place the country ie India has seen several

I security and financial scams in the past To name a few Harshacl 1 Mehta Ke~an Parikh RaJu Lingarn (Satyam Computers) Johri i

I l Brothers Promotor Directors of Century Consultants amd otherI subsidiaries

1

42 ~_ ----- eventfoljQh the pe-r-pe-t-ra-to-r-s-o-f-fr-a-ud-o-fih-e-a-b-ove-mentiOned I I oases wore ultlmst ly rreoted end jailed but It Is also a fact that

I eever~1 poor and Individual Investors lost their entire I substantial

I savings and were pushed to their material extinction somecommlttlr1g 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 sCme retired persons lost their entire ----~-L-~-_--_savJQg~__~~~e forced ~i~5Lhelr old age ill plenarY~ middotD the Petitioner No1 having seen and being aware as to wht has I happened to a cclnlion Investor In tho post Insplte of All the

I reQul~tors and Ue att~ltOrybodies being In place has chosen to expo Be tile IrregularitIes and possibilities of yet another pr08Jt3ctlve scam with a view to save the common pUblic from getting duped at the hands of unscrupulous persons It is furthersubmitted that the past experiences in this country will also i

support the fact that oonnivance of the unscrupulous with the Ii I r~~19find persona wi autl9Jlty canno~ b_~Jled-p_~~ ~4---r----- a perusal o~ the aforementlone~ facts would Indicate that the I

SEBI has failed In dlschlrge of (ts statutory duty to protE)ct the i1 interest of the investors by not conducting proper InqLJ~riesto i1 ascer~ain correct facls with regard o factors which can easily be 1

ascertained by it on eXHmination of documents ahd inquiries andin abSfi1C3 of such determination exposing U)(3 investors and

__ E~J~_il~9~~~i91to ir9JJ~=ritiesiQb~nan~~_gf~~i~fa~~9~~ 45 j Because the SEBI has failed to discharge its statutory duty __L __ he-0pound~lisect_~poundP_~tLon__ ___

~--_ _-I 41iI

LucklowDClted 8 middotll~loU~

~(DHRUV MATHUR)

ADVOCATECOUNSEL FOR THE PETITIONERS

i BEFORE THE HONBLE HIGH COURT OF JUDICATURE ATALLAHABAD

LUCKNOW BENCH LUCKNOW

petition duly supported by an affidavit it is respectfuily prayed that the Honble Court

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

(Respondent No5) to prohibit Respondent NO6 fromsoliciting public money for theI

issue of its securities in furtherllt1ce of advertisements published by it as contained in

LucknowDated 8-12 -2cro 3

~~(DHRUV MATHUR) bull

ADVOCATECOUNSEL FOR THE PETITIONEJS

OvlIB) OF ~~()()lt) (PII)

Dr Siya Ram Jaiswal aged aboLJt 64 years son of Late Sr Sita Ramre3ident of HIG _ 1313middot8 Sector E Aligltlllj Lucknow

2 Dr Mgtol Kristna Gupta aged about 63 Son of Late LM Gupta resident of8-51 Sector - E Aliganj Lucknow

3 Prof Vidya Bhusan aged about 65 son of Late Sri Devi Prasad resident ofTriveni 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 NewDelhi

4 Ministry of Company Affairs Government of India through its SecretaryN~w Delhi

~ Ministry of Information and Broadcasting Saket Bhawan New Delhi~hrough its Secretary

6 Securiti~~s Exchang(~ 130arcJ of India through its Director PIOI ~JoC4AG SIockSandra Kurla ComplexBandra(East) Mumbai 400051

)15 08 Corp LtC] A Company incorporated and regi~tered under theGtmpanies Act 19513 having its registered office at Plot No 280 SarkhejGandhi Nagar Highway Near YMCA ClUb MAkarba AhmedabadGLJj~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 NO2 has some knowledge of capital market because he

Medicine from the King George Medical College The petitioner NO3 has

has received US Fellowship soon after joining KGMU 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 02122009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No6) Tt1e site where the said advertisement was

published was t1ttpllwwwdnalndiacom

interested in the investment opportunity which was advertised ie 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 (OP

NO6) and th~ IPO Which It wns Mis DB Corp Ltd (OP NO6) and the

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

S8dDRHP was published on the official web site of SEBi (OP No5) at

~)ttpllvNoWsebi~)ovinThe Petitioner NO1 has downloaded a copy of the

i BEFORE THE HONBLE HIGH COURT OF JUDICATURE ATALLAHABAD

LUCKNOW BENCH LUCKNOW

petition duly supported by an affidavit it is respectfuily prayed that the Honble Court

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

(Respondent No5) to prohibit Respondent NO6 fromsoliciting public money for theI

issue of its securities in furtherllt1ce of advertisements published by it as contained in

LucknowDated 8-12 -2cro 3

~~(DHRUV MATHUR) bull

ADVOCATECOUNSEL FOR THE PETITIONEJS

OvlIB) OF ~~()()lt) (PII)

Dr Siya Ram Jaiswal aged aboLJt 64 years son of Late Sr Sita Ramre3ident of HIG _ 1313middot8 Sector E Aligltlllj Lucknow

2 Dr Mgtol Kristna Gupta aged about 63 Son of Late LM Gupta resident of8-51 Sector - E Aliganj Lucknow

3 Prof Vidya Bhusan aged about 65 son of Late Sri Devi Prasad resident ofTriveni 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 NewDelhi

4 Ministry of Company Affairs Government of India through its SecretaryN~w Delhi

~ Ministry of Information and Broadcasting Saket Bhawan New Delhi~hrough its Secretary

6 Securiti~~s Exchang(~ 130arcJ of India through its Director PIOI ~JoC4AG SIockSandra Kurla ComplexBandra(East) Mumbai 400051

)15 08 Corp LtC] A Company incorporated and regi~tered under theGtmpanies Act 19513 having its registered office at Plot No 280 SarkhejGandhi Nagar Highway Near YMCA ClUb MAkarba AhmedabadGLJj~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 NO2 has some knowledge of capital market because he

Medicine from the King George Medical College The petitioner NO3 has

has received US Fellowship soon after joining KGMU 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 02122009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No6) Tt1e site where the said advertisement was

published was t1ttpllwwwdnalndiacom

interested in the investment opportunity which was advertised ie 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 (OP

NO6) and th~ IPO Which It wns Mis DB Corp Ltd (OP NO6) and the

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

S8dDRHP was published on the official web site of SEBi (OP No5) at

~)ttpllvNoWsebi~)ovinThe Petitioner NO1 has downloaded a copy of the

OvlIB) OF ~~()()lt) (PII)

Dr Siya Ram Jaiswal aged aboLJt 64 years son of Late Sr Sita Ramre3ident of HIG _ 1313middot8 Sector E Aligltlllj Lucknow

2 Dr Mgtol Kristna Gupta aged about 63 Son of Late LM Gupta resident of8-51 Sector - E Aliganj Lucknow

3 Prof Vidya Bhusan aged about 65 son of Late Sri Devi Prasad resident ofTriveni 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 NewDelhi

4 Ministry of Company Affairs Government of India through its SecretaryN~w Delhi

~ Ministry of Information and Broadcasting Saket Bhawan New Delhi~hrough its Secretary

6 Securiti~~s Exchang(~ 130arcJ of India through its Director PIOI ~JoC4AG SIockSandra Kurla ComplexBandra(East) Mumbai 400051

)15 08 Corp LtC] A Company incorporated and regi~tered under theGtmpanies Act 19513 having its registered office at Plot No 280 SarkhejGandhi Nagar Highway Near YMCA ClUb MAkarba AhmedabadGLJj~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 NO2 has some knowledge of capital market because he

Medicine from the King George Medical College The petitioner NO3 has

has received US Fellowship soon after joining KGMU 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 02122009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No6) Tt1e site where the said advertisement was

published was t1ttpllwwwdnalndiacom

interested in the investment opportunity which was advertised ie 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 (OP

NO6) and th~ IPO Which It wns Mis DB Corp Ltd (OP NO6) and the

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

S8dDRHP was published on the official web site of SEBi (OP No5) at

~)ttpllvNoWsebi~)ovinThe Petitioner NO1 has downloaded a copy of the

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 NO2 has some knowledge of capital market because he

Medicine from the King George Medical College The petitioner NO3 has

has received US Fellowship soon after joining KGMU 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 02122009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No6) Tt1e site where the said advertisement was

published was t1ttpllwwwdnalndiacom

interested in the investment opportunity which was advertised ie 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 (OP

NO6) and th~ IPO Which It wns Mis DB Corp Ltd (OP NO6) and the

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

S8dDRHP was published on the official web site of SEBi (OP No5) at

~)ttpllvNoWsebi~)ovinThe Petitioner NO1 has downloaded a copy of the

) That all the peiitionors have Joined hands in filing the preRent petition in the

dated 02122009 promoting and publicizing an IPO of MIs DB Corp Ltd

(Opposite Party No6) Tt1e site where the said advertisement was

published was t1ttpllwwwdnalndiacom

interested in the investment opportunity which was advertised ie 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 (OP

NO6) and th~ IPO Which It wns Mis DB Corp Ltd (OP NO6) and the

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

S8dDRHP was published on the official web site of SEBi (OP No5) at

~)ttpllvNoWsebi~)ovinThe Petitioner NO1 has downloaded a copy of the

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 08 Corp Ltd Wef

01122005 The Company Is engaged In the business of print and

pUbll~atlon from 01042005 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----------_ bullbull_ _-----------

MIs Wrlterb lnd Publishers Ltd

MIs Bhaskar Graphics and Printing Arts Ltd(Subsequently merged with WPL)

MIs Bhaskar Publications and Allied Industries Pvt Ltc

Bhopal

Indore

14 Thatmiddot 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

~-[~~ pubfication of news paper can be carried outtl bull v -_--~J)

~f

~)~~i~i~fmiddotmiddot15 That Section 5 of the Press and Registration of Books Act 1867 provides1 f ~t I

bullbull Ii bull I C Ij bull thal no Newspaper shall be pUblished in India except in conformity with theI J I1 ~

2~W~~middot rules laid down under the said seclion The rules made there under alse

~lli ()bull-1

of the newspaper ownership periodicity of the publication etc

1 G 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 similetr 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 Honble Supreme Court

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

reference mHie to Ule decision of the HOl)ble Sur1eme Coull in the DI~Hr)

Supreme Court in the case of Dwarika Prasad Agarwal Vs BD Agarwal

and O)hers which has also been reuroported 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

Honble Apex Court only relegates the parties to the same position in which

they were Immediately prior to the passing of the order dated 2961992

The order dated 29G1992 3111992 passed by tho r ligh Court fJnd Uw

230 gives ath im~JI()ssion that the decision relldeled l)y tlk HonlJle APl~lt

disputes are raised and subsequently determined against our companyt

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~askar Is taken out of

the Respondent company then the worth of the respondent company

common public

(y-jlt1N---

25 That it is submitted thc~t the unioll legislature with a view to protect the

interest of inve~tors In securities and to promote the development of and

~~~rP~~~~rl~~

1 I~ r~ I

) I bull

bull bull - bullbull Jbull ~ bullbull ~ JI J~ -~ ilrJ) C bullbullbull

~~~~h~~ middotmiddot

incidental thereto ~HS enacted Tho SocuritioB poundIn(j ExchAnge Bomd of

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

SEBI Act Is ~nna~ure No3 to t~18writ petition

the securities market by such meseLree as It thinks fit

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

of the newspaper ownership periodicity of the publication etc

1 G 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 similetr 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 Honble Supreme Court

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

reference mHie to Ule decision of the HOl)ble Sur1eme Coull in the DI~Hr)

Supreme Court in the case of Dwarika Prasad Agarwal Vs BD Agarwal

and O)hers which has also been reuroported 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

Honble Apex Court only relegates the parties to the same position in which

they were Immediately prior to the passing of the order dated 2961992

The order dated 29G1992 3111992 passed by tho r ligh Court fJnd Uw

230 gives ath im~JI()ssion that the decision relldeled l)y tlk HonlJle APl~lt

disputes are raised and subsequently determined against our companyt

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~askar Is taken out of

the Respondent company then the worth of the respondent company

common public

(y-jlt1N---

25 That it is submitted thc~t the unioll legislature with a view to protect the

interest of inve~tors In securities and to promote the development of and

~~~rP~~~~rl~~

1 I~ r~ I

) I bull

bull bull - bullbull Jbull ~ bullbull ~ JI J~ -~ ilrJ) C bullbullbull

~~~~h~~ middotmiddot

incidental thereto ~HS enacted Tho SocuritioB poundIn(j ExchAnge Bomd of

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

SEBI Act Is ~nna~ure No3 to t~18writ petition

the securities market by such meseLree as It thinks fit

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

and O)hers which has also been reuroported 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

Honble Apex Court only relegates the parties to the same position in which

they were Immediately prior to the passing of the order dated 2961992

The order dated 29G1992 3111992 passed by tho r ligh Court fJnd Uw

230 gives ath im~JI()ssion that the decision relldeled l)y tlk HonlJle APl~lt

disputes are raised and subsequently determined against our companyt

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~askar Is taken out of

the Respondent company then the worth of the respondent company

common public

(y-jlt1N---

25 That it is submitted thc~t the unioll legislature with a view to protect the

interest of inve~tors In securities and to promote the development of and

~~~rP~~~~rl~~

1 I~ r~ I

) I bull

bull bull - bullbull Jbull ~ bullbull ~ JI J~ -~ ilrJ) C bullbullbull

~~~~h~~ middotmiddot

incidental thereto ~HS enacted Tho SocuritioB poundIn(j ExchAnge Bomd of

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

SEBI Act Is ~nna~ure No3 to t~18writ petition

the securities market by such meseLree as It thinks fit

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

disputes are raised and subsequently determined against our companyt

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~askar Is taken out of

the Respondent company then the worth of the respondent company

common public

(y-jlt1N---

25 That it is submitted thc~t the unioll legislature with a view to protect the

interest of inve~tors In securities and to promote the development of and

~~~rP~~~~rl~~

1 I~ r~ I

) I bull

bull bull - bullbull Jbull ~ bullbull ~ JI J~ -~ ilrJ) C bullbullbull

~~~~h~~ middotmiddot

incidental thereto ~HS enacted Tho SocuritioB poundIn(j ExchAnge Bomd of

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

SEBI Act Is ~nna~ure No3 to t~18writ petition

the securities market by such meseLree as It thinks fit

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

25 That it is submitted thc~t the unioll legislature with a view to protect the

interest of inve~tors In securities and to promote the development of and

~~~rP~~~~rl~~

1 I~ r~ I

) I bull

bull bull - bullbull Jbull ~ bullbull ~ JI J~ -~ ilrJ) C bullbullbull

~~~~h~~ middotmiddot

incidental thereto ~HS enacted Tho SocuritioB poundIn(j ExchAnge Bomd of

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

SEBI Act Is ~nna~ure No3 to t~18writ petition

the securities market by such meseLree as It thinks fit

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

soliciting money for luaue of securities wherelnthe board in the interet of

investors can prohibit any company from Issuing of prospectus any offer

32 That thus it Is incumbent upon SCBI 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 factes 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 theref0re it is not proper on the part

of SEBI to absolve itself of its duty of ascertaining the correct fact and

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

-

J 1 I

7~~1))

I his fact has been mentioned 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 17973Thls fact o~n te ascertained from page No 370 of the

and Promotor of tl1e Respondent company Mis 08 Corp Ltd ) from

Mis Cliffrose cEH1ainaffirmative voting rights in the share holders meeting

of the respondent company including in relation to the amendment of the

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

middot- ~lt bullbullbull

~ ~ l J

pivate placement of equity shares 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 No1 was stili enquiring Into the business details

and the proposed IPa by the respondent company the respondent

5450000 equity stiare3 (offered for sale by Cliffrose Investments Ltd ) f

copy onhe IPQ Is bllnQXUro no 4 to this writ petition

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

together they will hint at a complex very intricately WGvan mechanism

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB Corp in the coming period

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

across a story pUblished at httpwwWvccirclecom under the heading

Warburg Pincls 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 tave been stated hy the Respondent company to be

the promoters of the Re3pondent company

(b) Bhaskar Industries Ltd which was also de-listed flom the

Madhya Pradesh Stock Exchange

an understanding with TV18 grvup which runs and controls several media

channels to help build a good image of Mis OB 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 ie India has seen several security and financial

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

Lingam (Satyam 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

substantlal savlngB and were pLlshed to their material extinction some

lcommitting suicide some died of lEtckof Illedical aid due to lack of funds

irregularities and rossibilities of yet another prospective scam with a view

with the regulators and persons with authority cannot be ruled out

a BecaLse Union Legislature has enacted the Securities and Exchange

Board of Indl1iAct 1992 to pro~act the Interest of Investors In securities

anj to reguuto the securltle8 marko

~ Because a statutory duty Is caat upon the Securities and Exchange

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

c Because a statutory duty is cast upon the Securities and Exchan~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 iwestors 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 inDainik 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 NO6 for

publishing incurrect and misleec1lng infor~ation

approprlatf9 in the facts End circumstances of the case may also bo

grantee In favour of the petltloner

t

VI Costs of tho pCltition

LucknowDated C3 12-2fO~

MAVW~~(DHRUV MATHUR)

ADVOCATECOUNSEL FOP THE PETITIONERS

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a BecaLse Union Legislature has enacted the Securities and Exchange

Board of Indl1iAct 1992 to pro~act the Interest of Investors In securities

anj to reguuto the securltle8 marko

~ Because a statutory duty Is caat upon the Securities and Exchange

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

c Because a statutory duty is cast upon the Securities and Exchan~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 iwestors 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 inDainik 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 NO6 for

publishing incurrect and misleec1lng infor~ation

approprlatf9 in the facts End circumstances of the case may also bo

grantee In favour of the petltloner

t

VI Costs of tho pCltition

LucknowDated C3 12-2fO~

MAVW~~(DHRUV MATHUR)

ADVOCATECOUNSEL FOP THE PETITIONERS

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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 iwestors 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 inDainik 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 NO6 for

publishing incurrect and misleec1lng infor~ation

approprlatf9 in the facts End circumstances of the case may also bo

grantee In favour of the petltloner

t

VI Costs of tho pCltition

LucknowDated C3 12-2fO~

MAVW~~(DHRUV MATHUR)

ADVOCATECOUNSEL FOP THE PETITIONERS

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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 NO6 for

publishing incurrect and misleec1lng infor~ation

approprlatf9 in the facts End circumstances of the case may also bo

grantee In favour of the petltloner

t

VI Costs of tho pCltition

LucknowDated C3 12-2fO~

MAVW~~(DHRUV MATHUR)

ADVOCATECOUNSEL FOP THE PETITIONERS

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