Unknown Cals Refineries is attracting millions of trades but no scrutiny
Cals Refineries, a penny stock (Rs 0.33), is a ferociously-traded company about which very little is known. However, the very fact that more than 40 million shares are traded in this stock daily (2-week average) even when its market cap is little more than Rs2.6 billion warrants a closer look at what’s going on here. The plot is quite thick — with rumours (and no evidence) that the promoters of Cals (Spice Energy) are the same as Spice Jet and the fact that it is building a 5mtpa refinery at Haldia (nowhere near completion from its own updates).
The BSE website reveals that the 52-week high of this stock is Rs0.89 on 11 September 2009 and its low was Rs0.27 on 24 May 2010. It has a good delivery ratio of 64%. On 17 May 2010, the company put out a notice on the BSE with ‘disclosures required under Clause 41(IV) (e) of the Listing Agreement for the Quarter ended March 31, 2010’. It revealed that it had raised about Rs8 billion in December 2007 through GDRs and has used its money for ‘the project’ — setting up a 5mtpa refinery at Haldia, which it expects to start in the last quarter of FY12.
After that relatively fresh piece of disclosure, it’s quite a shock to see the company’s dismal filing of quarterly and annual numbers. It has not filed quarterly numbers since June 2008 (sales Rs0.27 million and loss at Rs0.22 million, the same numbers for FY09, no disclosures since then). After the dismally dated financial filings, the relatively updated shareholding pattern (March 2010) reveals that the promoter group holds less than a percent. However, FIIs hold 6% (P-notes, Mauritius, Goldman Sachs, Merrill Lynch, Taib Securities). “Shares Underlying Outstanding DRs as % of Total No. of Shares is 55%.”
Internet message boards and forums around this company are very active (a true understatement) and range from outright attempts to lure more investors into this share to half-hearted attempts to console shareholders who have bought at higher prices possibly by trapped shareholders themselves. Most hopes are centred around the promoter company coming out with some fantastic announcement that is going to save all the trapped investors and make the speculators rich.
Now comes the most interesting part. The promoter company, which is called Spice Energy Group, has a logo that looks suspiciously like the Spice Jet logo, leading a lot of people to believe that it is the same group — the message boards of course actively contribute to this belief. I have found no evidence to indicate this is so. While the SpiceJet logo has dots, the Spice Energy logo has swishy lines — although the colours are startlingly similar. A deliberate attempt at association? Possibly.
SpiceJet was promoted by Ajay Singh and the Kansagra family. There is nothing linking these promoter to Cals except, again, ubiquitous comments on message boards, and some random documents floating around on the net saying that Bhupendra Kansagra was on the board of Cals (again, although possible, I have found no evidence).
There is a Hindu Business Line article dated 30 January 2010 in which DS Sunderajan, CFO of Spice Energy, claimed that the promoters of Spice — Sanjiv Malhotra, Ravi Chilukuri (CEO) and Gagan Rastogi and their families — actually controlled as much as 75% of the paid-up equity capital in Cals by subscribing to the GDRs. The article says that Cals was trying to get $250 million in foreign funding and an equal amount of domestic funds to achieve the financial closure of its proposed $1.1-billion refinery project at Haldia before March. In the article, Mr Sunderajan said that BNP was trying to tie up foreign funding for them while SBI Caps was looking at the domestic side. Some websites say that Sanjiv Malhotra is a former co-promoter of SpiceJet, but then again, no credible source.
There has been lots of regulatory action around this stock, although never directly on the company. The latest one, 1st July, was that Dr KM Abraham, whole-time member, the Securities and Exchange Board of India (SEBI) passed an order confirming the order against Chimming Trading Company Limited in the matter of alleged manipulative trading by certain connected entities in the scrips of Cals Refineries Limited and others. In June 2009, SEBI had barred 26 entities from dealing in the capital markets for acting as conduits for Ketan Parekh and executing synchronised deals in five scrips over a period of 26 months from January 2007 to February 2009 — one of the scrips in which the deals were done was Cals Refineries.
After all that cyber-snooping, I think it is safe to assume that there is something truly fishy about this company and all the trading that seems to be happening around its stock. I have not found a single piece of evidence suggesting that the fortunes of this company are going to turn around or found any evidence that it is anywhere near completing this refinery project. Investors, if you are smart, stay away.
The committee under the chairmanship of C Achuthan has finalised the draft regulations, recommending sweeping changes to the takeover code
After lengthy deliberation, the Committee constituted by the government to look into the regulations governing takeovers and acquisitions, has finalised and submitted the draft report to the Securities and Exchange Board of India (SEBI). Undertaking a comprehensive review of the existing law governing substantial acquisition of shares and takeovers, the Committee has rewritten the regulations for the same.
The trigger point for mandatory open offer has been raised from 15% to 25% of the voting capital of a listed company. While no change has been recommended in the annual creeping acquisition limit of 5%, the committee has recommended that creeping acquisitions be permitted only to acquirers who already hold more than 25% of the voting capital, provided the aggregate post-acquisition shareholding does not exceed the maximum permissible non-public shareholding.
In another substantial move, in case of voluntary open offers, the committee has recommended hiking the open offer size to 100% of the equity, i.e., for all the shares held by all the other shareholders of the target company. This would ensure equality of opportunity and fair treatment of all shareholders, big and small. The current regulations mandate a minimum offer size of only 20%.
However, as an exception to the 100% offer rule, the committee has stated that a voluntary open offer can be made for the acquisition of shares representing at least 10% but shall not exceed such number of shares which will take the holding of the acquirer beyond the maximum permissible non-public shareholding under the listing agreement.
As regards the pricing of the open offer, the committee has recommended that the price should be the highest of the following four parameters:
The Committee has also proposed that the timeline for completion of open offers be brought down from the current 95 days to 57 days. The committee has also brought in clarity on the valuation in case offer price is being paid through shares.
To ensure that the shares given in consideration for the open offer are indeed liquid and an acceptable replacement for cash, eligibility conditions have been stipulated. Also, while SEBI would continue to have the power to grant exemption from making an open offer, the requirement of making a reference to the takeover panel has now been left to the discretion of SEBI.
As regards competing offers, the committee has recommended certain changes such as increasing the period for making the competing bid, prohibiting acquirers from being represented in the board of the target company, and permitting any competing acquirer to negotiate and acquire the shares tendered to the other competing acquirer, at the same price that was offered by him to the public.
Commenting on the panel\'s objectives while framing the revised guidelines, Mr Achuthan said, "We have tried to ensure that everybody\'s interest is taken care of - from the acquirer to the target and the minority shareholders. We also aim to bring in more transparency in the process."
The panel report would now be put up on the website of the market regulator for public comments, SEBI Chairman CB Bhave said.
The first quarter of this fiscal witnessed Rs1.93 lakh crore worth of trading, up 174% from the Rs70,868 crore seen in the year-ago period
During the first quarter of this fiscal (April-June 2010), companies raised as much as Rs61,344 crore via corporate bonds, up 33% from the Rs46,287 crore raised during the same period last year, according to data available with the Securities and Exchange Board of India (SEBI). There were 389 bond issues in the first quarter of the current fiscal, up 95% compared to the first quarter of the last fiscal. The number of bond issues was 200 between April-June 2009. There's a similar increase in the trading volumes too. The first quarter of this fiscal witnessed Rs1.93 lakh crore worth of trading, up 174% from the Rs70,868 crore seen last year in the same period.
"You typically tend to see issuance in the first quarter, as entities plan their financial year targets. Also, since the expectations were of the Reserve Bank of India (RBI) hiking interest rates in its July policy, issuers have looked to raise money before the eventuality. Another big factor, which is true at most times, is the appetite for supply. The first half was a good period for medium to long tenor bonds - as yields fell during this period and appetite for bonds increased," said Arvind Chari, senior fund manager, Fixed Income, Quantum Mutual Fund.
On 2 July 2010, the banking regulator hiked the repo and the reverse repo rates by 25 basis points to curb spiralling inflation. A FICCI report released today expects another 25 basis points hike in the repo and reverse repo rates by the RBI. "A majority of the participating economists in a FICCI Economists' Poll anticipated a hike of 25 basis points in both repo and reverse repo rates by the RBI at the forthcoming monetary policy review on 27 July 2010," states the FICCI release.
In the financial year 2008-2009, Rs1.73 lakh crore was mopped up by firms which increased to Rs2.12 lakh crore in FY09-10, a jump of 23%. These bonds are issued by companies listed on the Bombay Stock Exchange and the National Stock Exchange (NSE).
During the fiscal year 2007-2008, companies raked in Rs1.18 lakh crore by making 744 bond issues. The next fiscal saw a jump of 46% in the money raised via such bonds at Rs1.73 lakh crore. From 744 bond issues in FY07-08, the figure jumped to 1,041 in FY08-09.
"The Foreign Institutional Investor (FII) inflow also has been substantial. FIIs have invested close to $1.4 billion in Indian debt during this period (the first quarter of the current fiscal) and it is safe to assume that a major chunk of it was in corporate bonds. Secondary market volumes are also a corollary of the general appetite and primary market issuance. Also, mutual funds and insurance companies along with FIIs now actively trade in corporate bonds - leading to rise in market volumes," added Mr Chari.
"Mutual funds have put in a lot of money during this period. MFs bought short-term bonds. Companies are also going ahead with their capital expansion plans. There was also a fear of rate hike by the RBI," said Ganti Murthy, head-fixed income, Peerless Mutual Fund.
Most corporate bonds are privately placed among banks, financial institutions, mutual funds and other large investors in the Indian primary market. According to the BSE, more than 90% of the total funds mobilised through corporate debt securities was through the private placement route in the financial year 2002.