Real Valuation is Rs. 4000 + /- per share .
This anti Public shareholder move needs to be vigorously opposed
We are grateful to Mr. PP Zibi Jose of
for taking up the issue
Please click below for the entire fact sheet letter brilliantly written by Mr. Jose.
February 14, 2018
Games Promoters Play ( on Minority Public Shareholders ).
Promoters use clever moves to forcibly eject Public shareholders when ever they feel like i.e. when the Company has excellent future prospects or when it suits the Promoters.
1 ) Selective cancellation of Non Promoters shares.
2 ) Conversion of Equity shares in to Redeemable Preference Shares.
3 ) Consolidation of face value of one share to a Higher Denomination .
In all cases , valuers are appointed and Paid by the Company. Thus they are Promoters' Agents.
There are around 8,159 remaining non promoter shareholders who together own 2.42% stake in Cadbury India.
We strongly feel that Government of India and SEBI should amend the laws so that Companies using their " brute majority " are not able to " compulsorily " buy out minority shareholders at what they perceive to be the " fair value " . Delisting may be OK . But a High Court Order for selective share reduction ( of Non Promoter Share holders ) is a different matter altogether.
1 ) If a company wishes to buy back compulsorily then in the voting procedure the majority holder ( promoter ) should be debarred from voting . Only the small share holders should have the Right to vote on that particular Resolution .
2 ) As in the case of land acquisition , the Company should state valid reasons for acquisition of remaining shares ( In Cadbury 's case the remaining 2 odd % share holders can , frankly , in no way alter the Company 's policies.) Only a few more Annual Reports are to be despatched and a few more chairs at the AGM . ( Cadbury India Limited 's shares were delisted w.e.f 20-01-2003 )
3 ) There should be a soletium ( a premium over and above the fair value to compensate for compulsory buy out ) of 50 %
If the Company feels that the rate it is offering is " FAIR " then it should , also , be willing to offer to sell its entire majority holding at that rate . The minority share holders ( and other Indian share holders ) should have a Right of Pre emption at that " FAIR " rate. For example if Cadbury India Limited feels that Rs.2000 is a " fair rate " then Indian shareholders in general should be given an opportunity to form a SPV ( Special Purpose Vehicle ) Company which ( with suitable debt equity Leveraged Buy out ) and buy at the same rate the majority shares from the Promoters. A period of 6 months should be kept for giving this opportunity to Non Promoter Indian shareholders
However , we sincerely wish that Cadbury India Limited offers its remaining loyal share holders " Kuchh Meetha " and in New Year 's " Shubh Arambh " withdraws this move.
JAB APNA HISSA MANGEY GEY
IK BAGH NAHI; IKK KHET NAHIN
HUM SAARI DUNIYA MANGEY GEY
( Josh Malihabadi )