K. SHIVASHANKAR BHAT, J. ( 1 ) THE petitioner challenges the guidelines dated 9. 4. 1990 (Annexure A) issued by the Central Government read with the Press Release dated 12. 11. 1990 (Annexure B) issued by the 3rd respondent (SEBI), as well as the Press Note dated 11. 3. 1991 (Annexure C) issued by the Union of India, which purport to regulate the business of Merchant Banking. ( 2 ) PETITIONER is an Advocate and adm ittedly "engaged primarily in advisory and con - sultancy work in areas relating to issue of capital by Public and Private Companies". The nature of the advisory work is explained in para 4 of the writ petitioner, which indicates that the said work is mostly the work performed by any Advocate. Though the petitioner asserts that his activities are commonly and popularly known as "merchant Banking" activities, it seems to me, that these activities do not exhaust the activities of "merchant Banking", because the activities of the petitioner do not cover any kind of "underwriting" or "portfolio management". His activities, are the activities of a "legal advisor . ( 3 ) ANNEXURE a (Press Release dated 9. 4. 1990 issued by Government of India) bears the hearing "banking Guidelines for Merchant Bankers". Para I states that any person to engage in the business of merchant banking would need authorisation by the SEBI. This requirement has to be meteven by the managers , consultants or advisors to issues. Authorised Activities are enunciated in para 2. Para 3 requires all merchant bankers to perform with high standards of integrity and fairness. A code of conduct for merchant bankers will be prescribed by SEBI and within this context SEBI s authorisation criteria would take into account mainly - (a) Professional competence; (b) Personnel, their adequacy and quality, and other infrastructure) Capital adequacy; (d) Past track record. experience, general reputation and fairness in all their transactions. Para 4 (a) requires all merchant bankers to obtain authorisation from SEBI within three months from the issue of these guidelines. Petitioner is very much aggrieved by para 4 (b), (d) and (h) which read thus:- "4. TERMS OF AUTHORISATION.- (b) All merchant bankers must have a minimum net worth of rupees one crore. (d) SEBI may collect from the merchant bankers an initial authorisation fee, an annual fee and a renewal fee. Petitioner is very much aggrieved by para 4 (b), (d) and (h) which read thus:- "4. TERMS OF AUTHORISATION.- (b) All merchant bankers must have a minimum net worth of rupees one crore. (d) SEBI may collect from the merchant bankers an initial authorisation fee, an annual fee and a renewal fee. (h) To ensure a direct stake of merchant banker (s) in the issue managed by them. lead managers would be required to accept aminimum 5 per cent underwriting obligation in the issue subject to a ceiling. Details in this regard will be prescribed by SEBI. " ( 4 ) ANNEXURE B issued by SEBI refers to the "new SEBI norm for merchant banking". It refers to the requirement of the minimum worth of first category of merchant bankers to be Rs. One crore. Second category is of those whose minimum worth is to be Rs. 50 lakhs. The third category consists of those who can act as advisors on consultants and their minimum worth is to be Rs. 20 lakhs and they have to pay an initial fee of Rs. I lakh. ( 5 ) ANNEXURE c issued by the Central Government, requires inter alia that the Registrar of Companies have been advised to ensure that in respect of every prospectus of public issue which comes up for Filing with the Registrar, the merchant bankers to the issue, whether as lead managers, co-managers, advisors or consultants, are only those currently authorised by SEBI. ( 6 ) PETITIONER has filed Annexure d which is a prospectus relating to the public issue of a company, wherein he is shown as a legal advisor . The issue was to open on 11. 2. 1991. While advisors totheissue are S. S. Kothari and Co. against the legal advisors, name of the petitioner is shown. ( 7 ) THE above prospectus illustrates the different terms and activities referred in the impugned guidelines . The several activities represented by different functionaries are (1) Lead Managers to the issue; (2) Managers to the issue; (3) Advisors to the issue; (4) Company Secretary; (5) Auditors; (6) Legal Advisors; (7) Technical Consultants; (8) Bankers to the issue; (9) Bankers to the Company; (10) Registrars to the Issue; and (11) Underwriters. The several activities represented by different functionaries are (1) Lead Managers to the issue; (2) Managers to the issue; (3) Advisors to the issue; (4) Company Secretary; (5) Auditors; (6) Legal Advisors; (7) Technical Consultants; (8) Bankers to the issue; (9) Bankers to the Company; (10) Registrars to the Issue; and (11) Underwriters. ( 8 ) I am not convinced that the function of a legal Advisor is covered by the impugned guidelines: functions of a legal advisor are entirely different from the functions of Merchant Bankers and SEBI has nothing to do with the Legal Advisors. Legal Advisor, who is a lawyer is subject to the disciplinary control of the Bar Council; his standards are maintained by the Bar Council. The professional activities of the petitioner are stated to be the following, in para4, which reads:- "the petitioner is an Advocate by profession and has been engaged primarily in advisory and consultancy work in areas relating to issue of capital by Public and Private Companies. The advisory and consultancy work. includes, inter-alia, (i) drafting of application to the Controller of Capital Issues; (ii) drafting of resolutions of the Board of Directors and of General Meeting Shareholders (iii) representing before the Control- ler of Capital Issues and finalising issue terms including determination of premium to be fixed on the share capital to be raised by Companies; (iv) advice on the kind of security to be raised depending upon the background and future projections of the Company, i. e. equity share capital or debenture (convertible, non-convertible or partly convert- ible, etc.) (v) drafting of prospectus and other related literature (vi) advice on compliance of Stock Exchange rules and regulations (vii) supervising the compliance of legal and regulatory matters relating to the issue of share capital and/or other securities. " ( 9 ) AGAIN in para 5, petitioner states that he has been a consultant/advisor to many companies and firms and that his name appeared in various prospectus of Companies as Legal Advisors. Writ petition was filed on 26. 2. 1992. The impugned Press Releasc/ guidelines were issued on 9. 4. 1990; 12. 11. 1990 and 11. 3. 1991. Nowhere he alleges that his functioning as a Legal Advisor was affected by these impugned guidelines: nowhere he states that he was asked to comply with the requirement of these guidelines. In the circumstances. Writ petition was filed on 26. 2. 1992. The impugned Press Releasc/ guidelines were issued on 9. 4. 1990; 12. 11. 1990 and 11. 3. 1991. Nowhere he alleges that his functioning as a Legal Advisor was affected by these impugned guidelines: nowhere he states that he was asked to comply with the requirement of these guidelines. In the circumstances. I am of the view that petitioner s right as an Advocate is not affected by these guidelines. ( 10 ) EVEN on merits, prima facie, it looks that these administrative guidelines issued mainly by the Central Government are intravires the provisions of Securities and Exchange Board of India Act, 1992 (for short SEBI Act ). Section II of the Act provides for the functions of the Board; primarily it is to protect the interests of the investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit". As per Section 11 (2) (b), the measure to be provided for by SEBI could include, subject of "bankers to an issue", "merchant bankers". "underwriters", "portfolio management", "investment advisers", etc. ( 11 ) THE term legal advisor is not covered by Section 11 and this conclusively shows that legal advisors are not covered by the impugned guidelines. However, the activities of. those who are referred in Section 11 could be the subject of measures to be provided for under Section 11. I am of the view that Annexure b falls within the scope of Section ( 12 ) IT is unnecessary to examine the question here, whether, the fee charged under the impugned Press Release, is really a fee . I keep open the said question. ( 13 ) SECTION 12 provides for the registration of various functionaries, including the merchant bankers . Therefore, the Press Note datedll. 3. 1991 (Annexurec)isa reminder to the public of the need for this registration. ( 14 ) SECTION 16 empowers the Central Government to issue such directions as are necessary, to SEBI. These directions on questions of policy are binding on the SEBI. ( 15 ) NEED to have a constant watch over the activities of those who are connected with the issuance of Shares, their marketing etc. cannot be over-emphasised. It is. absolutely necessary that men of probity alone should be permitted to deal with the fortunes of the public. These directions on questions of policy are binding on the SEBI. ( 15 ) NEED to have a constant watch over the activities of those who are connected with the issuance of Shares, their marketing etc. cannot be over-emphasised. It is. absolutely necessary that men of probity alone should be permitted to deal with the fortunes of the public. The requirement of minimum worth in terms of money would guarantee that speculators may not venture to pay with the innocent investors in Equilies. These administrative measures are in the larger interest of the public. ( 16 ) FOR the foregoing. I do not Find any reason to accept the contention of the petitioner. The writ petition is accordingly dismissed.