Minority Investor

A blog devoted to furthering the cause of minority investors in the Indian equity markets.

Saturday, September 16, 2006

Aditya International Delisting - Raw Deal to Minority Investors

Aditya International is a publicly listed company on the BSE and NSE promoted by Mr. Aditya R. Agarwal. The promoter group along with persons acting in concert hold 95.79% of the equity of the company. At the Extra Ordinary General Meeting of the company held on May 8, 2006 the promoters approved a resolution to delist the company from all Stock Exchanges. Subsequently, as per the SEBI Delisting Guidelines 2003 the company is going in for a reverse bookbuilding commencing September 18, 2006.

The floor price set for the delisting is Rs. 60 per share which is a whopping 61% discount to the estimated market value of the quoted investments held by the company which stand at approx. Rs. 155 per share. The listed investments and number of shares as per the balance sheet of the company on 31st, March 2005 are given below:

1) ASAHI INDIA SAFETY GLASS LTD 18,500
2) BALLARPUR INDUS. LTD 24
3) BANNARI AMMAN SUGARS LTD. 204,110
4) BHARAT FORGE CO. LTD 147,525
5) DALMIA CEMENT 6% NCD 32,400
6) DALMIA CEMENT (WARRANTS) 32,400
7) ELGITREAD (I) LTD 770,000
8) ESSEL PACKIN 50,000
9) GRASIMIND. LTD 55,200
10) HITECH GEAR LTD. 21,000
11) LAKSHMI MACHINES LTD 1,500
12) MADRAS CEMENT LTD. 5,850
13) MOTOR IND, CO. LTD. 6,000
14) MRP LTD. 21,000
15) RELIANCE INDUS. LTD. 75,000
16) SKF BEARINGS (INDIA) LTD. 39,980
17) SUNDRAM FASTNER 25,000
18) SUPREME IND. LTD. 31,500
19) TCS 1,509
20) TVS MOTORS CO, LTD 1,410,000

To add insult to injury, as per the delisting offer letter sent to the minority shareholders the promoter group has surreptitiously been acquiring shares of the company from since 5th August 2004 till 5 April 2006 ranging from a price of Rs. 2.93 a share to Rs. 54 a share. These purchases are an audacious violation of Regulations 11(1) & 11 (2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 as amended till date. In addition, only certain purchases were reported to Stock Exchanges under SEBI (Insider Trading Regulations) 2002 as well as under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.

Yet another case of SEBI not doing enough to protect the rights of minority investors.

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