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45. At the outset, it is noted that the DIP Guidelines do not prescribe the definition of expression such as "Control", "Subsidiary" or an "Associate- Company". There are about 30 definitions in Clause 1.2.1 of DIP Guidelines and only the definition of "Company" is enshrined in Clause 1.2.1 (vii). This definition states that the word 'company' means "Company as defined in Section 3 of the Companies Act, 1956". The word 'subsidiary', though undefined, occurs in Regulation 6.10 thereof, which basically pertains to the disclosures with respect to the financial statements of the Issuer Company. Every Prospectus is required to contain a report by the statutory auditors of the company, including profit or losses of its subsidiary, if any. In this regard, the 2nd WTM has made a feeble attempt to draw an analogy between the concept of 'control' as appearing in Section 4 of the Companies Act, 1956, and the definition of 'Control' as occurring in the SAST Regulations, 1997. These SAST Regulations are commonly called the 'Takeover Code' and mainly deal with the takeover of one company by another and the merger as well as de-merger of companies. The present matter is, undoubtedly, not a case of take-over or merger and hence the reliance placed by the "2nd WTM" on the definition of control, occurring in the Takeover Code, 1997, appears to us to be misplaced. We have gone through the SAST Regulations and we note that the title of the Regulations itself is "(Substantial Acquisition of Shares and Takeovers) Regulation." A simple perusal of these Regulations clearly shows that they have no application in the context of unlisted companies which propose to undertake an Initial Public Offering (IPO) since the purport and intent of the same is restricted to the context of takeovers, public offers and acquisition of shares in the listed companies. Therefore, reference made to the definition of 'Control' under the Takeover Code reflects a complete non-application of mind in this regard. This act of the Respondent to shop for clauses and provisions in different statutes, in an arbitrary manner, needs to be condemned. In fact, the pari materia principle ought to be invoked to promote uniformity and predictability in law in order to supplement and not supplant a rule of law by another.

46. Similarly, Accounting Standards are written/policy documents issued by expert accounting bodies, such as, the Institute of Chartered Accountants of India (ICAI), covering the aspects of recognition, measurement, treatment, presentation and disclosure of accounting transactions in the financial statements by the companies. The basic objective of the Accounting Standards is to standardize the diverse accounting policies and practices with a view to eliminate to the largest extent possible the non-comparability of financial statements and ultimately make them more reliable. Accounting Standards, like AS-18, AS-23, AS-24, give their own, and rather slightly different, definition of the expression "Control", possibly to suit the context in which the definition of "Control" is made to sit. Therefore, we do not see much logic in looking to the definition of "Control" as occurring in various Accounting Standards to bring home the allegation of control against the Appellant. If there is any lacuna in the DIP Guidelines, the same cannot be replenished by introduction of the definition of "control", which currently sits in AS-18, AS-23 and AS-24 in a different context altogether. DIP Guidelines are a piece of subordinate legislation authored by the Legislative Wing of Sebi. Hence, we would hope, at least binding on the adjudicatory wing of Sebi itself.

51. Be that as it may. Let us now turn to the usage by the "2nd WTM" of the definition of "Control" as given in AS-23 and reproduced and relied upon in the impugned order in paragraph 19 thereof. "The 2nd WTM" has reproduced only clause 3.3 sub-clauses (a) and (b) which provide that - (a) The ownership, directly or indirectly through subsidiary(ies) of more than one-half of the voting power of an enterprise; and (b) control of the composition of the board of directors in the case of a company or of the composition of the corresponding governing body in case of any other enterprise so as to obtain economic benefits from its activities. The definition makes it clear that both the conditions need to be present for control to be established. However, before attempting to determine whether or not the two ingredients of the definition have been satisfied in this case, we first need to deal with whether the three companies concerned can even be considered as subsidiaries of the Appellant in the first place. Only once this crucial aspect is decided does the question of control arise. The fact of the matter is that once a policy decision had been taken by DLF to divest all of its subsidiaries, followed by actual divestment of its interest in about 281 companies, there was no occasion for the Appellant to mention the three companies, in question, as subsidiaries or associates as that would have been a patently false statement on the part of the Appellant. And this factum was duly brought on record by the Appellant before Sebi. Another point to note is that hundreds of such so-called associates or subsidiaries sailing in the same boat were left untouched by Sebi.

116. To sum up, it is noted that the Respondent has made an all out effort to bring the charge of control against the Appellant over the three companies, viz. Shalika, Sudipti and Felicite, within the clutches of the provisions of Section 4(2) of the Companies Act, 1956, by unnecessarily stretching the issue to various irrelevant factors which are not germane to the overall scheme of 'control' and 'disclosure' envisaged in the Companies Act, 1956 and also in the DIP Guidelines, 2000. In quest of a more befitting definition of 'Control', the Respondent has gone astray by even applying the definition of 'Control' as given in an entirely different context in the Takeover Code, 1997 or even certain Accounting Standards, primarily meant for auditors to be followed. Neither the Division Bench of the Hon'ble High Court of Delhi nor the first WTM of Respondent, who ordered investigation pursuant to the Hon'ble Delhi High Court's direction for possible violation of DIP Guidelines, gives any direction or observation which would have the consequence of entwining an element of fraud with the case of violation of DIP Guidelines in the issuance of the IPO in question. If interlacing two completely different concepts emanating from the same word, as defined in two different pieces of regulation/ legislation, were to be adopted in every matter, it would give rise to the most preposterous situation, viz., the conclusion that having different regulations/legislations for different areas of the law is pointless. Instead of there being different laws and statutes for different circumstances and entities, there would be one statute defining all the wrongs and their respective remedies. There is a reason that has not been done. Every Act of the Parliament, just like every set of rules framed by the Respondent, has a distinct rationale behind it. The blurring of lines between different laws and regulations cannot lead to any desirable outcome. Yet, the second WTM, who passed the Impugned Order, has applied the PFUTP Regulations in total disregard of the due procedure incorporated in the said Regulations for alleging and proving a charge of fraud against a company. The allegation of fraud against any company is an extremely serious matter and cannot be pressed into service in a casual manner, as has been done in the present case.