April 07, 2013

Frick India -Important Issues of Bonus and Relisting


Your Query(ies)
 Q-The fact of and reasons for the permission taken to condone the delay in holding the AGM are not stated in the Annual Report (2012)

Company Answers (in Bold )

A. There is no delay in holding the AGM of the Company, accordingly no question of permission for condonation of delay.
Further, the company made an application on 21/08/2012 for an extension of time for the purpose of holding AGM which was granted by the ROC under section 166(1) read with second proviso attached thereto for a period of 3 months.

Q 02.
The reasons for the variance in Provisional Net Profit (2011 -12 ) which gave EPS of Rs. 175 Per Share and Final EPS of Rs. 150 Per Share has not been explained.

A .During our Statutory audit, there was an increase in Provision for Deferred Taxation from Rs.11.77 Lac to 124.45 Lac. Since it is statutory provision, hence we have to provided the same, other wise there is no significant change in net profit (before tax) from Rs.1528.49 Lac (Provisional) to Rs.1508.27 Lac (Audited).
Q 03.
in view of Book Value of Rs. 1280 Per Share and EPS of Rs. 150 Share Holders had taken up with the then Company Secretary Mr. Raman Khalsa, for a Liberal Bonus and a Split. The Annual Report is silent on this,
A.Since company is in expansion mode, the company may consider the same for future requirements of the Company.
Q 04.
Further , Share holders had taken up with Frick India the SEBI guidelines regarding Relisting in BSE / NSE as DSE is non operational
Relevant SEBI guidelines ;-
Although the correspondence on this crucial issue was acknowledged by Mr. Raman Khalsa, the Annual Report ( 2012 ) is silent on this  issue.

A .As per Clause 9 of the SEBI Circular no. CIR/MRD/DSA/14/2012 dated May 30, 2012 regarding Relisting in BSE / NSE as DSE is non operational, the said circular apply to only : -

(i) Recognized stock exchanges 
(ii) Stock exchanges that stand de-recognised as on date of this circular 
(iii) Stock exchanges that have applied for derecognition/ exit as on the date
of this circular

Hence, the above-said circular is not applicable to the Company.

Please refer page no. 05 of the SEBI Circular no. CIR/MRD/DSA/14/2012 dated May 30, 2012

Page 5 of SEBI Circular , as mentioned by Frick India , refers only to Stock Exchanges . Frick India should not Misquote.

Frick India , in the interests of its Non promoter Shareholders , should follow , without any further delay , SEBI Directive dt. 30-05-12 , on Relisting in NSE / BSE.

Please read Page 5/5 of SEBI Circular:-


Further , the Company should appreciate the fact that Issue of Bonus Shares does not mean any outflow of funds so the answer that Frick India needs funds for expansion and thus cannot issue Bonus shares is highly illogical and unacceptable to Shareholders


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