Complainant/petitioner has filed the present revision petition.

          Complainant’s case is that the complainant’s earlier name was Aquapure Containers Limited.  Aqua Pure Containers Limited planned to bring out the public issue of Rs.3.74 Crores in the month of March-April, 1993.  SEBI clearance was obtained on 09.3.1993 and petitioner obtained bridge loan of Rs.80 Lacs from the respondent bank which was to be recovered as per settled terms and conditions.  Respondent bank was to be appointed as the Advisor of

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the proposed public issue and for that, respondent bank was to be paid Rs.75,000/- as consultancy charges which were to be deducted from the sale proceeds of the issue.  The said issue did not see the light of the day and thus, petitioner alleged that the respondent was not entitled to any consultancy charges for the issue.  Later on, in the month of February, 1994 petitioner brought out its revised public issue for Rs.4.25 Crores in which the respondent bank acted as one of the lead Managers on a fee of Rs.85,000/- which was paid by the petitioner.  Alleging that the respondent bank had fraudulently deducted Rs.75,000/- from the sale proceeds of the issue as its consultancy charges which remained unpaid in the earlier issue, the petitioner filed a complaint before the District Forum.

          District Forum allowed the complaint and directed the respondent to refund the sum of Rs.75,000/- to the petitioner along with interest @ 18% p.a. from the date of debiting the said amount till the day of payment.  Rs.1000/- were awarded by way of compensation.

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          Being aggrieved against the order passed by the District Forum, respondent filed an appeal before the State Commission.  The State Commission by the impugned order has allowed the appeal.  It recorded the following findings in para 5 of its order:

“We have perused various documents produced by the parties particularly Annexure I, Annexure II and Annexure VIII.  Annexure A-I relates to terms and conditions of the loan as well as the clause that the appellant bank will be the only advisor of the proposed issue and so to be paid Rs.75,000/- as consultancy charges to be recovered from the sale proceeds of the proposed issue.  Letter dated 09.10.1993 stipulates that the same public issue was postponed and was to come out sometime in the month of January/February, 1994, the same terms and conditions were rolled over as were stipulated in Annexure-1.  The very fact that the said issue came out in the month of Jan/Feb.1994 shows that public issue did not automatically expire after three months of its validity period.  Had it been so, the question of postponement of the public issue which was to be funded by the appellant bank by way of bridge loan could not have been arisen.  So much so the amount of Rs.75,000/- was deducted from the sale proceeds of the proposed public issue.  This fact also fortified the plea of

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the appellant that public issue did come out and yielded the sale proceeds and therefore amount of Rs.75,000/- towards consultancy fee was rightly deducted by the appellant.  In view of the foregoing reasons, the appeal is allowed and the impugned order is set aside as the appellant’s services were availed as advisor for the public issue besides its being a Lead Manager also.”

It would be seen from the facts that respondent Bank was appointed as Advisor to give consultancy for which the fee was fixed at Rs.75,000/- which was to be deducted from sale proceeds of the issue.  Later on Respondent was appointed as ‘Legal Manager’ for which fee was fixed at Rs.85,000/- which was duly paid to the respondent by the petitioner.  For giving advise and consultancy, respondent has deducted his fee of Rs.75,000/- from the sale proceeds.  Being a ‘Legal Manger’ and giving of ‘advise’ are two different things.  We agree with the view taken by the State Commission.  Dismissed.