Referring to the challenge to the locustandi of the Appellant to file the appeal Shri Rai submitted that since the Appellant being a promoter and a major shareholder in ADIL any change in its ownership and control in the company is a matter of concern to it, that the Appellant has every right to move the Appellate Tribunal to protect its interest as SEBI’s order if allowed would adversely affect its interest. He also submitted that SEBI did not follow the requirements of the principles of natural justice, while making the impugned order, as the Appellant was not given any reasonable opportunity to putforth its views before SEBI, though the Appellant is a concerned party in terms of regulation 4 (6), He also submitted that since the transfer of shares amounted transfer of joint control to sole control, specific requirements of regulation 12 should have been insisted upon to be complied with. Shri Rai submitted that the proposed revival programme is only a cover up to avoid the compliance of the take over code and action by BIFR, that it is meant to benefit DSM and the present management. According to Shri Rai DSM now is a debtor being a guarantor to the creditor Banks and on accepting the revival scheme it will become a creditor to the company, as the proposed Rs.4.2 crores long term loan will be secured by mortgaging ADIL’s properties. He also pointed out that since AEPL is stated to be a private limited company, it can not have 189 members, as a private limited company is statutorily barred to have more than 50 members. He also submitted that as a result of the proposed transfer of shares no one except DSM and its associates will be benefited. The employees and public shareholders numbering around 5, 00, 00 will be the losers. According to Shri Rai since the Appellant being a public sector undertaking it is morally bound to protect not only its interest but also the interests of other shareholders, creditors and the employees of ADIL. Learned Counsel further submitted that SEBI has predetermined the issue and decided to grant the exemption, as is evident from the manner in which it was making reference after reference to the Panel till it succeeded in getting a partially favourable recommendation, and even that recommendation was diluted by allowing DSM to vote in the matter, knowing very well that by permitting DSM to vote the resolution would be carried out as DSM had an enblock 50. 72% vote with it. Learned Counsel further submitted that the whole revival plan was hatched without the knowledge of the Board of Directors of ADIL, that the Director Board was never informed of the plan, before approaching SEBI. He also submitted that section 192 A of the Companies Act providing for postal ballot, requires the notice to be sent by Regd. Post, but in the instant case, SEBI diluted even that statutory requirement by providing issuance of notice under certificate of posting. According to the learned Counsel grant of exemption by SEBI has virtually taken away the shareholders’ rights to protect their interests. He submitted that the resolution as carried out does not truly represent the wish of the majority shareholders, as could be seen from the statistics provided by DSM itself vide Annexure R.3 to its reply, as only very
