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24. Learned Advocate General referred to the target company's letter dated 31.12.2001 addressed to the Respondent explaining actual factual position in response to the Respondent's queries on several points in the context of acquisition of 10.05% shares by the 1st Appellant in November 2001 and the reply thereto. Thereafter the Respondent did not act further. Neither the complainant viz. Investor Grievances Forum made any attempt to interfere. He referred to the public announcement dated 14.10.2002 and also to the draft offer document forwarded to the Appellant. On 24.10.2002 the said Forum wrote to the Respondent reiterating the allegations they had earlier raised. On 25.10.2002 this Tribunal pronounced its order in Gujarat Ambuja case, directing the Respondent to re investigate the matter to ascertain whether Ambujas had gained control over ACC. Learned Advocate General submitted that SEBI is not under obligation to re-examine a matter which it had already decided on receiving a complaint which did not raise any new issue or provide any new material and that the decision in Gujarat Ambuja, is case specific and that based on the said decision all the other closed cases can not be reviewed and reopened. He reiterated that there is no material before the Respondent to order an investigation that on the same set of facts the Respondent has decided to carry out investigation. In this context learned Advocate General referred to the affidavit filed by the Respondent and submitted that no new material has been brought therein, which were not before the Respondent while taking the decision in November/December, 2001, holding that the Appellants had not violated the provisions of the Regulations. In this context he referred to the Appellants' rejoinder also. He stated that the demerger of cement unit was mooted in the year 2000 when the Appellant was not there. He also referred to the letter dated 1.11.2002 of Shri Kumar Mangalam Birla to Shri A. M. Naik, Mg. Director of the target company and Shri Naik's reply thereto. He submitted that these two letters indicate that the Appellants had no control over the management. He also referred to the press report dated 25.12.2001 on cross branding of cement by the Appellant and the target company and stated that it was only a press report that cross branding never took place, that press report of December 2001 can not be a ground for starting an investigation in November, 2002. He also referred to the share sale/purchase agreement dated 18.11.2001, (which was in possession of the Respondent in 2001,) relied on by the Respondent and submitted that there is nothing to show that the Appellants had acquired control over the target company.

48. According to the Respondent there is no order to be appealed against, as it has not passed any appealable order against the Appellant. The impugned communication is addressed to the lead manager asking them not to proceed with the Appellant's public issue based on the defective draft offer document. Further, what is to be appealed against under section 15T of the Securities and Exchange Board of India Act is an order by the SEBI Board or its Chairman and that under challenge in the present appeal is only a letter issued by a functionary of SEBI advising the lead manager, in a routine manner.

Substantial deficiencies/irregularities in the draft offer document including your statement that the issue price is not justified was pointed vide our letter dated May 24, 2000. The explanations given vide your letter dated June 14, 2000 are not satisfactory.
In view of the above, you may note that the file is being treated as closed and you are advised that you cannot proceed with the issue.
Yours faithfully Sd/-