January 20, 2019

Avery India Shares- Compulsory Acquisition- Mr. Jose 's Important Submissions

 P P ZIBI JOSE 's Letter to NCLT ., Chandigarh Bench


PP Zibi Jose ( also , a Share Dealer of Unlisted shares )of

Tenrose Capital Services Ltd, Cochin

Tel - 0484- 2401685 ; 2401684 ( m ) 09388603877
    email : tenrosekochi@gm


P.P ZIBI JOSE M.COM., MBA, M.A (Pol.), M.A (Pub.Admn.), FCS. LL.B.,

            61/2939, TENROSE
                                                                                                 SRM ROAD
                                                            KOCHI – 682018
                                                                                                PHONE: 2401685
                                                                                                : 2401684
                                                                                                Mob: 9388603877
                                                                        EMAIL: tenrose@vsnl.com

Date : 19.01.2019

The Registrar
National Company Law Tribunal Chandigarh Bench
Corporate Bhawan, B
Madhya Marg, 27B,Sector 27
Chandigarh – 160019
Tel: 01722639422

Dear Sir:
 Re:  CA/CAA/35/CHD/HRY/2018  –Avery India Limited/Scheme of Arrangement
I am a shareholder of the subject Company holding 8172 equity shares in DP ID / Client ID  IN301895/10016448 and had received the Notice of meeting of the Equity shareholders to be held on 05/01/2019.  In this connection I wish to submit that I am an aggrieved party and wish to be heard in all the further proceedings in the case and therefore request your good self to issue copy of notice of hearing to me also.
My grievances are summarised as follows and detailed written submissions will be filed with the Hon. Tribunal before the next hearing date:
1.      The Scheme of Arrangement proposed is illegal and against the various provisions of the Companies Act.

2.      The Scheme is only intended to compulsory acquire the shares held by non-promoter shareholders of the Applicant Company which is highly prejudicial to the interest of the  non-promoter shareholders by-passing Section 66  and/or Section 236 of the Companies Act.

3.      The Scheme is outside the purview of Section 230 to 232 since the said provisions are primarily intended to re-structure either a sick company or a potential sick company or will apply to Companies which are not in a good financial position or is getting into possible business difficulties including winding up but possible to re-organise the same if sacrifices are made by the Creditors or shareholders.  A private matter between the Applicant Company and the Transferor Company is being fitted into a so called Scheme of Arrangement under Section 230 to 232 with the only intention to cancel the shares held by the non-promoter shareholders.  The forum of Hon. NCLT is being mis-used as the Scheme of Arrangement proposed is not bona fide or genuine Scheme of Arrangement.
4.      The purpose and Rationale of the Scheme as detailed in the Scheme of Arrangement are all complete false statements as the Transferor Company is an existing wholly owned subsidiary of the Applicant Company with full control on management, shareholdings and business operations.

5.      The Scheme is intended to avoid payment of Stamp Duty on transfer of Immovable properties and also to avoid legitimate Income Tax due to Government of India.

6.      The valuation done by the Chartered Accountant is full of disclaimers and to that extent the Valuation of the shares done by the Chartered Accountant firm is a challenge to the concept of Valuation and contrary to the  Indian Valuation Standards 2018 issued by The Institute of Chartered Accountants of India.

7.     The Scheme is only intended to remove all the non-promoter shareholders of the Company at a throw away price with only zero cost to the promoters.

8.     There is no compromise or arrangement as envisaged in the Scheme and the only compromise is compulsory acquisition of non-promoter share holders at a throw away price.

Therefore the Scheme of Arrangement as proposed  in its present form  is in violation of the Companies Act, 2013,prejudicial to the interest of the  non-promoter shareholders including shares held by Government of India through IEPF. Further the proposal also violates Article 14,19& 31, Right to equality and Right to Property guaranteed to all persons under the Constitution of India.

Yours truly

P P Zibi Jose

Same as Above 

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