1. The appellant with its registered office at 13, Race Course Road, Indore, is a public limited company, which was originally known as Lunkad Real Estate Ltd. The main object to be pursued on its incorporation was carrying on real estate business. Subsequently, the name was changed to the present name, i.e. Lunkad Media and Entertainment Ltd. The main object clause in the memorandum of association of the appellant was amended to enable the appellant to carry on the business of media and entertainment. Change in name and object clause has the approval of the share holders in an extraordinary general meeting of the members held on 15-3-2000. The appellant, at present, is not engaged in any business. It has deployed its funds by investing in properties, inter corporate deposits in shares of unlisted companies and also in short term finance and investment. The appellant proposes to diversify its activities into media and entertainment industry and with a view to part finance the new business venture, decided to raise funds to the tune of Rs. 350 lakhs from the public by issuing 175 lakhs equity shares of Rs. 2 each, for cash at par. The shares offered to the public are proposed to be listed on the stock exchanges at Indore, Mumbai and Hyderabad. For the purpose, a draft prospectus has already been drawn out. It is a requirement under the Companies Act, 1956 that every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue make an application to one or more recognised stock exchanges for permission for listing those shares or debentures with them, and to state the name of these stock exchanges so approached, in the prospectus. If any one of the stock exchanges mentioned in the prospectus refuses to list the shares or debentures offered to the public, the public subscription received is required to be returned to the investors and if such refund is delayed beyond the stipulated time, interest is also required to be paid. To avoid the post subscription complication and the resultant inconvenience to the investors, the respondent has evolved a policy whereby the issuer companies are required to get the respondent’s prior approval, to state its name in the prospectus, seeking public subscription.

2. Since the appellant wanted to put the respondent’s name in the prospectus, the appellant approached the respondent seeking permission to state the respondent’s name in the prospectus as one of the exchanges on which shares are proposed to be listed. A copy of the draft prospectus was also filed with the respondent on 10-5-2000. The respondent vide letter No. List/JJB/RKK/00 dated 26-5-2000 informed the appellant its decision, declining the request to use the name of the exchange in the prospectus and the appellant was accordingly requested to delete its name shown in the draft prospectus. The appellant is aggrieved by the said decision. Hence, the present appeal.

3. Mr. Ashish Goyal, learned representative of the appellant, submitted that the respondent lacked authority to insist for obtaining prior clearance for mentioning its name in the prospectus and that in any case the respondent had no power to refuse the request, as the power to refuse listing can be exercised only after the public issue is over. It is a post issue action. In this context, the learned representative referred to the provisions of the Companies Act, Securities Contracts (Regulation) Act and the rules/regulations/bye-laws governing the stock exchanges and stated that none of these sources provided authority to the respondent to refuse the appellant’s request seeking permission to state the name of the respondent in the prospectus. According to him, the Bye-laws of the respondent provide for rejection of post issue listing request, that in the instant case the respondent pre-judged the matter and rejected the proposal at the threshold itself. The SEBI is the final authority to protect the