May 26, 2016

Polson Rights - Some Strange / Unusual Observations

Rights Issue of Polson Limited closed on 25/05/2016 ( Please recheck ).

We noticed the following unusual points :-

1 ) Through out the Rights Issue subscription period the market value ( Polson is Rs. 50 /- paid ) was merely 3 % to 5 % above the Rights rate of Rs. 5600 /-

2 ) Still , shareholders got individual letters from a Dealer of Mumbai offering to buy our  Rights ( rate undisclosed )

3 ) The Draft Letter of Offer Highlighted the Negative aspects of the Company like :-

Important Excerpts from Rights Offer ( 2016 ) 

1. SEBI has vide its order dated June 04, 2013, frozen some of the voting rights and corporate benefits of our Promoter GroupSEBI had vide its circular dated June 04, 2010, amended the Securities Contract (Regulation) Rules, 1957 (SCRR), whereby it amended Rule 19(2)(b) and introduced Rule 19A. In terms of the requirements set forth in the newly introduced Rule 19A, every listed company was required to maintain shareholding of at least 25%. The Rule further stated that listed company which had public shareholding below 25% was required to increase its public shareholding to atleast 25% within a period of 3 years. Further, SEBI vide its order no. WTM/PS/08/CFD/JUNE/2013 dated June 04, 2013, had passed certain directions against the promoters/ promoters group and directors of the non-compliant companies, whose names are mentioned in the said order. Accordingly, in terms of the said order, SEBI has frozen some of the voting rights and corporate benefits of the Promoter Group of the Company, prohibited the promoters/promoters group and directors of the Company from buying, selling or otherwise dealing in securities of the Company, either directly or indirectly, restrained the shareholders forming part of promoter/promoter group of the Company from holding any new position as a director in any listed company and restrained the Directors of the Company from holding any new position as a Director in any listed Company. However, SEBI may in future take any other action against the Company, its Promoters and/or its Directors including but not limited to levying monetary penalty under adjudication proceedings, initiating criminal proceedings by way of prosecution proceedings and any other action/direction as it may deem appropriate. 

2. The trading of equity shares of our company was suspended from BSE Limited for approximately a decade. Our Company’s shares are listed on BSE Limited. The scrip of company was suspended from trading on the BSE w.e.f. April 2002 for giving effect to reduction of share capital of the Company. However, on account of negligence on part of the Company the suspension got revoked only on January 04, 2012. This caused immense hardship to the shareholders who did not have liquidity for their investment in Polson for almost a decade. We cannot assure you that such an event may not occur again.

4. We do not have access to records and data pertaining to certain historical legal and secretarial information, including with respect to issuance of shares and amendments in our MoA. We have been unable to locate many of our important corporate records. Our Company was incorporated on December 21, 1938 and the management of our Company was transferred to the current Promoters of the Company in the year 1970. For the years 1938 to 2013 many important records and documents, including forms filed with the Registrar of Companies, Minutes books, Statutory Registers, Documents relating to the IPO of the Company, Takeover of the Company, Share Transfers, documents evidencing the amendments to our MoA, issue of shares, changes in capital structure etc. are not available. Whilst we believe that material information required for Investors to make their investment decision in this Issue has been disclosed to the extent possible in this Draft Letter of Offer, we are unable to make certain disclosures required under the SEBI (ICDR) Regulations in this Draft Letter of Offer.

5. We do not own the trademark and unauthorised parties may infringe upon or misappropriate our intellectual property. This could have a material adverse effect on our business which in turn may adversely affect our results of operations The trademark is not yet registered in name of our Company. We had made an application for registration of our trademark under classes 01 to 45 to the Registrar of Trade Marks, Mumbai by an application dated January 17, 2011. The application for our trademark has been objected by the Registrar of Trademarks, Mumbai and the examination report reflects that the Trade Mark application is open to objection on relative grounds of refusal under Section 11 of the Act because the same/similar trade mark(s) is/are already on record of the register for the same or similar goods/services. The same has been replied to by the Company vide its replies dated September 26, 2012 and December 24, 2012. However, the same is pending further revert from the Registry. There is no assurance that the application for the registration of our trademark will be approved by the Trade Marks Registry, Mumbai. If we are unable to obtain registration of our trademark we may not be able to successfully enforce or protect our intellectual property rights and obtain statutory protections available under the Trade Mark Act, 1999, as otherwise available for registered marks. This could have a material adverse effect on our business, which in turn may adversely affect our results of operations. 6. The Company does not own its corporate office from which it operates. The Company does not own the premises on which its corporate office is located. The Company's Corporate Office is located on a premise which is owned by one of the Promoter Group Companies and is used by the Company on rental basis. Further, The Memorandum of Understanding for its Registered Office is not registered as per the requirements of Section 17 of the Registration Act, 1908. For more information see "Business Overview " on page 49 of this Draft Letter of Offer.

Source :-

Letter of Offer ( Draft ) Rights Issue 2016 


General Warning : Investment in Shares Can be Injurious to Your  WEALTH

Caution :The blog writer has personal/ family members' holdings in this Company ,  so please make suitable "provisions " for likely over optimism

( NB : All information given in good faith. Please recheck all facts before taking any investment decision.

. No responsibility taken by this author / blog . )


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