1. The Petitioner seeks a writ of mandamus to Respondent No.1 Securities and Exchange Board of India („SEBI?) constituted under the Securities and Exchange Board of India Act 1992 („SEBI Act?) to investigate the affairs of Respondent Nos. 3 DLF Limited and Respondent No.4 „DLF Group? respectively.

2. According to the Petitioner, he entered into business transactions with Respondent No.2 Sudipti Estates Pvt. Limited („SEPL?) in the year 2006. At that point in time SEPL was controlled by two promoter companies namely DLF Home Developers Limited („DHDL?) and DLF Real Estate Developers Limited („DREDL?), both of whom were wholly owned subsidiaries of DLF Limited. SEPL is stated to have been incorporated on 24th March 2006. The promoter companies are stated to be a part of the DLF Group of which the flagship company is DLF Limited, Respondent No.3.

3. It appears that in connection with its proposed public issue, the DLF Limited filed a Draft Red Herring Prospectus („DRHP?) with the SEBI on 12th May 2006. In the said DRHP it was indicated that SEPL was one of the joint ventures of DLF Ltd. However, the said DRHP was subsequently withdrawn by the merchant bankers of DLF Limited and a fresh DRHP was submitted on 2nd January 2007 in which SEPL was not mentioned as being associated with DLF Limited. It is stated that the merchant bankers of DLF Limited explained to SEBI that the shares of SEPL which had been held by DHDL and DREDL, the wholly owned subsidiaries of DLF Limited, had been sold in 2006. Thus, SEPL ceased to be an associate company of DLF Limited by the time the revised DRHP was filed in January 2007. Even in the final Red Herring Prospectus („RHP?) submitted by DLF Limited on 25th May 2007, the name of SEPL did not figure. Thereafter, the issue opened, shares were subscribed and the issue was closed.

4. According to the Petitioner DLF Limited and SEPL “ensnared and cheated” him of a sum of Rs.31.09 crores towards sale proceeds of certain lands. An FIR was got registered at the instance of the Petitioner against SEPL on 26th April 2007. The Petitioner addressed a letter on 4th June 2007 to SEBI in this regard. According to the Petitioner, he was dismayed by the response of SEBI dated 25th June 2007 in which it was stated that his letter had been forwarded to SEPL and DLF Limited for their response. The DLF Limited by its letter dated 11th July 2007 addressed to the Petitioner denied the allegations and claimed that it had no connection with SEPL as on that date.

5. It may be mentioned here that FIR No. 249 of 2007 under Section 420 IPC was registered on 26th April 2007 at Police Station Connaught Place, New Delhi at the instance of the Petitioner against SEPL. It was investigated by the police and a closure report was filed. The Petitioner states that he has thereafter filed a private complaint which is now pending before the concerned criminal court. Also, he has challenged the filing of the closure report by a petition in this Court under Section 482 Cr PC.

6. In an additional affidavit dated 18th December 2007 the Petitioner referred to Clause 6.11.1.1 of the SEBI (Disclosure and Investor Protection) Guidelines 2000 [„SEBI (DIP) Guidelines?] which requires disclosure of „outstanding litigation involving the issuer

company”. The Petitioner contends that by the date of the RHP, i.e. 25th May 2007, an FIR stood registered against SEPL, which was a constituent of the DLF Group. The alleged sale of the entire shareholding of DHDL and DREDL in SEPL was a sham transaction hurriedly executed only to avoid disclosure of the pending litigation involving SEPL in the RHP.

7. In counter affidavit dated 11th July 2008 filed on behalf of the SEBI a preliminary objection was taken that the Petitioner is not an investor in the securities market and therefore, has no locus standi to file this petition. It was contended that SEPL is an unlisted company and therefore, is not amenable to the SEBI regulations and guide