Tuesday, January 18, 2011

Jupiter Bioscience Ltd_something rotten in the preferential allotment?

While reading the 2009-10 annual report of this company, there was a series of legalese about promoter related share transactions( legalizing earlier allotment, issuing preferential warrants etc). The complicated disclosures did not help in unraveling the chain of events but this is what I figured out
  • Company allotted 27.5 lakh shares @ Rs 146/share(total Rs 40 crore worth shares) in Apr-May'07
  • It then realized that the increased promoter holding would result in an mandatory open offer to other shareholders(as required by SEBI)
  • It then asked the Karnataka HC to cancel part of the shares-but the order 'inadvertently' cancelled the entire allotment
  • Because of this, the promoter holding dipped to 18% creating "block in the minds of the Investors at
    large on account of the nature of the Industry."
  • They then allotted fresh shares to promoters and others from Oct'08-Oct'09 without taking prior approval from BSE
  • When the fact of non approval was realized, the market price had corrected and the minimum price as per SEBI regulations was Rs 90. 
  • While the promoter was willing to accept the new shares(of Oct'08) at the old price, the company magnanimously lowered the price to Rs 90 stating that, "Considering the case being fair and just on the part of the Company towards its promoter, who and his family strived hard for the last 25 years to bring the Company upto this level..."
  • To be fair, Rs 40 crore of the promoter was idling for nearly 3 years on which neither dividends nor interest could be paid. But considering that the mistake was due to the company itself, also that the promoter should not be subscribing shares for quickly selling them, the compensation rationale is doubtful
. The transactions are explained in an opaque manner(another corporate governance red flag)

No comments: