Vedanta de-listing offer price Rs 87.50~Come on Mr Anil Agarwal !

Vedanta de-listing offer price Rs 87.50~Come on Mr Anil Agarwal !

Promoter Group of  Vedanta Ltd has proposed a voluntary de-listing at an indicative offer price of Rs 87.50~are the over 7.3 lakh minority shareholders from Alibag !? …apologies to the people of Alibag

Some would term this as De-listing Duplicity ~ but I would not go that far for you’re a Promoter taking advantage of this Covid-19 crisis caused plunge in Share Prices to de-list at a low price while complying with the SEBI Pricing Formula

Promoter Group Company Vedanta Resources Ltd,London has conveyed to listed Vedanta Ltd that the Promoters  want to buy out minority shareholders of Vedanta Ltd at an indicative price of Rs 87.50 !

Even the Book Value of Vedanta Ltd was Rs 167 at March 31,2019 on a consolidated networth of Rs 62297 crs and Equity of Rs 372 crs of Face Value Rs 1  and rose to Rs 188 on a networth of @ Rs 70000 crs as on December 31,2019

But’s there’s more to this as you move through this blogpost to sense that this is not the first time that the Promoter Family of Brothers Anil & Navin Agarwal  have short changed the minority shareholders in their group companies or for that matter even have other Industrial Groups in their listed companies at the time of de-merger or de-listing

Look at the speed !

  • Tuesday May 12,2020 ~ Vedanta Ltd notifies the BSE & NSE that the Board of Vedanta Ltd has scheduled a Meeting on Monday,May 18,2020 to consider a voluntary de-listing Proposal as they have received a letter from Vedanta Resources Ltd,London offering that the Promoter Group will buy out all the Public Shareholders who hold 169,10,90,351 Equity Shares aggregating to 48.94% of the paid-up equity share capital of the Company. This includes Equity Shares held by the Employee Trust but excludes 6,54,45,052 American Depository Shares against 26,17,80,208 number of underlying Equity Shares. Other than 2,48,23,177 ADS representing 9,92,92,708 equity shares which are held by one of the members of the Promoter Group, the remaining ADS are held by persons who would be considered to be Public Shareholders in the event they chose to convert the ADS into Equity Shares American Depository Shares  issued by the Company. Indicative Price given by them is Rs 87.50 per share.. Should all the outstanding ADS be converted into Equity Shares, the shareholding of the the Promoter Group will be 186,36,18,788 Equity Shares aggregating to 50.14% of the paid-up equity share capital of the Company Public Shareholders will be 185,35,77,851 Equity Shares aggregating to 49.86% of the paid-up equity share capital of the Company. The Meeting will take on record and review the due diligence report of the Merchant Banker in terms of Regulations 8(1A)(ii) and 8(1E) of the Delisting Regulations to approve/ reject the Delisting Proposal after taking into account various factors and the
    Merchant Banker’s due diligence report
  • Wednesday,May 13,2020 ~ Vedanta Ltd notifies the BSE & NSE of the appointment of SBI Capital Markets as the  Merchant Banker to do the due Diligence for the voluntary de-listing proposal    
  • Monday,May 18,2020 ~ Vedanta Ltd’s Board of Directors Meeting to take on record and review SBI Capital Markets due diligence report and accept or reject the voluntary de-listing proposal

What Haste ! ~ stinks of a foregone favourable conclusion in favor of promoters ! ~ this would mean SBI Capital Markets will have to submit it’s due diligence report inside just  five days for the Board to consider on Monday,May 18,2020 !~ Ridiculous ! ~given the constraints of the Covid-19 crisis lockdown how will they accomplish this given the restrictions ~ due diligence goes beyond reviewing just the documentation handed  by the company to them or whats’s available in the public domain ~ reminds me of the time the Deputy Director of the Company Law Board (CLB) had scathingly remarked at a CLB Hearing  in the Satyam & Maytas Properties  Scandal of a decade ago as to how could the leading audit firm E & Y could have done the Property Valuation of Rs 6523 crs in just one day !  You can read this amusing 2009 blogpost of mine here

Why is Rs 87.50 a ridiculously low indicative price to de-list

There are numerous arguments for this but what is most compelling and which amounts to significantly short changing the minority shareholders is the value of  Vedanta Ltd’s holding in listed Hindustan Zinc :

  • Vedanta Ltd   holds 64.92 %  or 274.31 cr shares of the Equity in the listed Hindustan Zinc in which the Government of India holds 29.58% stake
  • Hindustan Zinc closed at @ Rs 193 on BSE today at which Price the Market Capitalisation is @ Rs 81500 crs
  • Thus Vedanta Ltd’s share of this Market Cap is @ Rs 53000 crs which works out to Rs 142 per share of Vedanta Ltd’s Equity of Rs 372 crs of FV Rs 1
  • The Promoter Group holds around half of Vedanta Ltd and thus minority shareholders are entitled to half of Rs 53000 crs that’s Rs 26500  crs
  • By delisting at Rs 87.50  the Promoter Group would be expending just @ Rs 16500 crs for buying out the public shareholding that holds half of Vedanta Ltd
  • Imagine this scenario where they buy out shareholders of Vedanta at Rs 16500 crs and thus own 100% of Vedanta Ltd and thus are full ‘malik’ of the 64.92 % stake held by Vedanta Ltd in Hindustan Zinc that’s worth Rs 53000 Crs of which Rs 26500 crs would have actually belonged to the minority shareholders of Vedanta Ltd ! ~ this is thus a squeeze of Rs 10000  crs
  • Don’t give me this hogwash of holding company haircuts now  because when Promoter is planning to de-list they you need to give the full benefit as per market value too to the minority shareholders.This Rs 53000 crs share of Market Share in Hindustan Zinc works out to Rs 142 per share of Vedanta Ltd  
  • Hindustan Zinc has also just announced an interim dividend of Rs 16.50 per share for FY 20 that’s gone by which would mean Rs 4526 crs will be received by Vedanta Ltd for the 64.92 % stake or 274.31 cr shares it holds in Hindustan Zinc

Segment Performance of Vedanta Ltd for the nine months at December 31,2019 read more

Looooooooong Full House Saturday Equity Mumbai Workshop Sept 14 2019

It was a looooooooong,should have held it over two days,  Full House Equity Workshop in Mumbai on Saturday,September 14,2019 with a whole spectrum of smart participants that made for really invigorating interaction ~they came from Mumbai,Gurgaon & Pune ~ from young upwardly mobile grads & post grads from top ranked Management Institutes in India,UK (London) & USA(Harvard) to ‘ well tuned in’ professionals from the IT ,Consultancy,Broking,Corporate & Banking Sectors to veteran high networth investors . We commenced at 9.30 am & concluded well beyond 7.30 pm ~ 🙂 should have arranged dinner too

Thank you Guys !

Here are a few candid clicks from the Workshop :

The Coverage was expansive & the Interaction from Participants very intelligent & which opened out many threads that we examined with anecdotal support . When analysing a company ,they asked what is “Non Negotiable” &  “How to have Foresight as on Hindsight we are always right”

Really a lot was covered ,some of which is below  :

  • Macros through :
  1. Examining the Equity Table’s four legs of Valuation,Liquidity,Momentum & Sentiment & the Impact of FPI Flows ~ when Valuation,which should be the strongest leg,sometimes takes a back seat as Liquidity or even a lack of it drives the momentum & sentiment
  2.  Not getting Seduced by any Bounce at  Friday closing Sensex 37385 & Nifty 11076 Levels as Caution is strongly indicated by domestic & overseas economy & geo-political headwinds
  3. Negative Interest Rates Era vs the Magic of Compounding in such meltdowns
  4. Sensex & Earnings & Market Cap & low GDP growth Dynamics on Levels & Valuations ~ Past,Present & Forward & why downside risk remains wide open while the upside appears capped for now ~ we referred to 1991/92 abnormally high Sensex PE pre Harshad Mehta Scam exposure & the High PE in 2000 with Ketan Parekh was in action & where the markets were clearing running ahead of fundamentals by huge margins~ we referred to the Sensex PE of just 6 in the late 1980s when VP Singh was the PM 1988~ we covered Mkt Cap/GDP Highs pre Lehman collapse in 2007/8 & the levels now
  5. Fx Reserves  & Exchange Rate Risk &  the Risk of increasing Sovereign Debt as planned by Government ~ How our Rupee has always had a South trajectory,except when it soared from Rs 49 to the US $ to Rs 39 to the US $ creating havoc especially in the Diamond Sector
  6. Why Inversely co-related Gold & US $ are moving up together instead
  7. Turm-Oil & Impact on Fiscal Deficit & Rupee  like last happened in 2007/8( On Saturday at the workshop we were not yet clued in to the Drone Attack on the Oil Refinery in Saudi Arabia that saw Oil Prices dangerously soar 20% in spot) ~ India is hugely dependent on Oil Imports
  8. Interest & Inflation rates
  9. Trump ~ Not sure if he’s a macro or micro factor !
  • Micros through many companies  & sector dynamics covering :
  1. Checklist on how to Smartly & Effectively & thus Quickly Read a voluminous Annual Report
  2. Our Five Steps for Evaluating a Company for Investment
  3. Impact on the Financial Statements in Scenarios like Buy Back,Rights Issues,Fictitious Sales,RBI issuing a divergence on Provisioning for NPAs,non linear jump in Sales Realisations,5 G Spectrum Fees,Permanent Diminution in Investments,Monetising Assets & Depreciation of the Rupee
  4. Quick Brief on Absolute & Relative Valuation & how to prepare a quick Valuation Grid from the Annual Report, Market Price Trends & Shareholding
  5. Why Liquidity more than Profitability is the ‘Circle of Life’  for a Company as viewed through the lens of the Cash Flow Statement dervived from the Balance Sheet & Profit & Loss Ac & that distinguishes operating,financing & investing flows
  6. Corporate Governance Issues on inadequate Disclosure or Non Disclosure, Incorrect & questionable Accounting Treatment & Lack of Transparency &  irresponsible (deliberate?)  Management utterances  that give a leg to Insider Trading & huge Profits through  Derivatives Play
  7. Courage & Conviction Promoter or Institutional recent Buying in Vodafone,Yes Bank,I B Real Estate & Tata Motors & seeing more wealth destruction since in these   
  8. Basis for Disclaimer of Opinion by the Auditor of Reliance Infrastructure & what holds out some hope
  9. Intangibles,Investments & Impairments
  10. Reliance Industries’s Enterprise Value,Revenue Segments Potential,Spin offs of the Jio Telecom Infra into two trusts, Aramco’s 20% stake being negotiated in the Refining,Petroleum Retailing & Petrochemicals Business that should lead to further demerger & reviving & scaling the Gas Exploration Operations
  11. How Defaults & Corporate Governance Issues decimated into or near oblivion Eros,Cox & Kings,ManPasand,Tree House Education,Satyam,Jet Airways,Kingfisher & Talwalkars & is there any hope of operational & share price recovery with Asset values holding out some hope in a few ~ How Clearly the Statutory Auditors & Credit Rating Agencies were negligent or intentionally turned a blind eye in many cases
  12. Huge Potential Outlay of the ‘Nal sey Jal’ Scheme of the Government & the new Jal Shakti Ministry focus that should benefit many companies if the implementation & execution is as noteworthy as the intent
  13. How IndAs 115 continues to affect Bombay Dyeing
  14. How Exchanges continue to accept outright untrue or tepid clarifications from Companies
  15. Reference to Investment Gurus & Living Legends Warren Buffett & Peter Lynch Approaches & Success
  16.  Coverage of a few sectors like Defence, Hydrocarbons,Broking,Telecom,Real Estate,NBFCs,Banks & Automobiles & Disruption that’s in play in many
  17. Consolidation & Capitalisation of PSU Banks & the controversial Acquisition of Laxmi Vilas Bank by I B Housing Finance pending RBI approval
  18. Common Investor Mistakes

The next Equity Workshop is scheduled  pre-Diwali for Saturday ,October 19,2019 & will be announced soon on www.jsalphaa.com & social media

Touched by some warm & constructive feedback from participants :

  • thanks for a lovely interactive session…”
  • “enjoyed your session yday”
  • “it was great to meet again & reskill to be better prepared for opportunities which would arise”
  • “Thanks for being the Enabler,the last few days have been very encouraging”
  • “Cover the Scenarios Exercise more with Investor focus than just on Accounting Impact & take in a few Annual Reports before Lunch”  

😆 & I swear I did not pay for these ones !

  • ” You are very good at what you do,comes naturally to you,with a vastness of the subject to cover you did justice to cover the best you could with your insights and experience of all the treasures of knowledge,you are an encyclopedia of the subject with case studies,which is the best way of teaching, sharing & learning according to me,the various industries that you know of,the processes & the products,the promoters & the pitfalls,the auditors & the audited,you can understand in the readings the stated & the unstated,intention & intended,you truly personify_the integration of intellect with instinct_”   
  • “Whoever missed this one, missed learning a radical way to look at balance sheets. Very practically in a few minutes you can strip away the padding and bullshit that promoters hide their sins behind. If the stock market’s motto or rather rider has always been caveat emptor or buyer beware, Gaurav’s lessons in Analysis would ensure that a “fool and his money are not soon parted” for when emotions like fear and greed coupled with ignorance seize us even the wisest are prone to behave like fools. Especially the wisest!”
  • read more

    Sat 24 Aug 2019 Mumbai Equity Workshop on Stripping Annual Reports ~ Bullshit or Badass

     🙂 Are you yet Alive in these Markets !?  😯 Wish to remain so ?

    Then after June 22,2019 , here’s another great  Rs 9000 opportunity to attend my Mumbai Fundamental Equity Workshop  ~ 😆 Please don’t ask for any discount because I can’t say No !

    Interpretation of Financial Statements
    Indian Equity ~ (St)Ripping Annual Reports ~ Bullshit or Badass
    Full Saturday, August 24, 2019

    Limited Seats so do book yours right away here => www.jsalphaa.com/register.php

    No prior Financial or fundamental knowledge is required. Just come with an Open Mind dressed with Common sense to realise how uncommon it really is ! At the time of Registration or even later you can even request for a Specific Company you wish who’s Annual Report be (st)ripped at the Workshop 

    Here’s a warm testimonial from a participant who flew in from Accra,Ghana for the June 22,2019 workshop on Sensex at 40000 ~ Treasure & Traps where we covered Risk Profiling & Returns ,Scenarios & Scrips,Macros & Mistakes,Treasures & Traps ~ assessing many on Value Vs Price ~ 😀 Yes, the workshop did go on till much later than scheduled close,as is usual….there was so much fun interaction,again as is usual

    ” It was a privilege to attend your workshop.I gained a lot of wisdom & knowledge.Many thanks & God Bless ” 

    & another from a repeat participant ” Many many thanks Gaurav.It was really wonderful.Really appreciate all the efforts and the sharing of your knowledge.It was outstanding ” 

    There’s a comprehensive Workshop Template on the Registration link that details out why you should attend & what benefits you can expect to derive

    Here are a few extracts from this  Workshop Template that should convince you to be there on Saturday,August 24,2019

    It’s been a market meltdown of frightening proportion across the Board, except in a few ,visibly an (un)lucky 13 that constitute high weightage in the Sensex & Nifty that has kept these Indices alive at 38000 & 11000 yet

    The ‘Fun’ in  ‘Fun’damental Stock Stories too has vanished with Equity Portfolios showing strong depression in almost all stock selections across sectors & Market Cap segments  

    Company Annual Report ~ Can we yet revere it as the Bible or Bhagvad Gita or Quran for Company Performance !?

    Never judge a Book by it’s Cover.We’ve seen the Annual Report sabotaged, painted & tainted by sub standard supervision , monitoring & assessment ,intentional or otherwise, by Banks & other Lending Institutions, Statutory & Internal Auditors , Regulators & Credit Rating Agencies. read more

    Valuation!Valuation!Valuation!~Lovely Interactive Equity Workshop

    Fabulous Participants & Fabulous Interaction at the Equity Workshop
    Fabulous Participants & Fabulous Interaction at the Equity Workshop

    It was quite an interactive Saturday at the Full House Fundamental Equity Value Vs Price Mumbai MasterClass on Compounding & Capital Protection

    We began in earnest at 9.30 am right through to 8 pm~ so much debated from current unnerving market meltdowns & what should be mindsets & strategies in such times that suddenly overcast us in September ~ of Courage & Conviction & Cash ~ what if one is fully Invested ? should one average? should one exit ? why in panic one tends to always sell off the winners to realise whatever profit in hand & let’ losers drag? ….lot’s of questions that were addressed with a confidence culled from such experiences in the past thirty years

    They came from all around ~ rookies to veterans ~ small to High Net Worth ~ from Broking Houses,J P Morgan,Accenture,Abu Dhabi Commercial Bank,Cap Gemini,Reliance,Moneycontrol etc

    We covered Time Value,Volatility,Valuation & Asset Allocation with Illustrations of over 25 companies with few of them in detailed Valuation over Earnings & Assets & Challenges faced…went through a few Annual Reports & Interim Results & Exchange Notifications & Developments through News in the Media…checked price trends in the short term & even over last ten years to assess Risk & Reward  & Mispricing Opportunities

    How the discipline of Valuation & Asset Allocation is your Weapon for Survival & Wealth Protection while growing it & to stay away from Noise & Insider trading & from those who know nothing or even more dangerous from those who don’t know they know nothing !

    Valuation ! Valuation ! Valuation ! …how this leg of the equity table actually must be the most solid to hold the table together when the other leg of Liquidity  props up the remaining two legs of Sentiment & Momentum ~ Impact & Quantum of  FPI & DII Flows especially when they slow down or reverse

    Put up Friday,September 28,2018 closing prices touchlines of over 200 scrips & even those separately in the Finance,Pharma & Realty Space showing the wealth destruction in them from their 52 week Highs….alarming yes,but is there value re-emerging in many? ~ Showcased a Core Scrips Valuation Grid too

    In this continuing market meltdown across the board that has knocked off 50% & more in many that actually hold wealth creation potential & in many that simply were wealth destroyers in the making & should never have been married to ,who can one trust for relevant,reliable & timely information & unbiased & wise interpretation ? ~ Government,Exchanges & Regulatory authorities,Bankers, Auditors,Media,Brokers,Experts,Promoters & Fund Managers of PMS & MFs,Company Promoters & Management ? Who ? read more

    Saturday Equity Workshop~You Guys Rocked! Now Go Rock the Markets!

    Saturday,February 17,2018  Fundamental Value Vs Price Equity Workshop in Mumbai

    You Guys Rocked! Now Go Rock the Markets! ~ for what’s Academics & Theory without Action & Application

    Full House with all pretty knowledgeable & many market veterans from Mumbai,Dubai,Sangli,Kolhapur,Hyderabad,Thrissur & Gokak~from small Investors to High Networth ~from Broking,Corporate,PSU,MNC Banks,MNC IT companies & FPI fraternity too…from a confident 25 year old to a 60 year old who has seen it all & wants to see some more !

    Great Interaction literally from 9 am to 9 pm ! & the Bulls remained alive & kicking on & around the Conference Room table throughout !

    We covered them all & more!~Valuing on Assets & Earnings & assessing against Market Price ! ~ Demergers  & Delistings  & Rights &  Non Linear Earnings & Holdings & Acquisitions & New Parentage & Turnarounds & Changing Dynamics in Sectors & Themes like in PSU Banks again! & the GST Impact…& of course hopelessly hanging on to Wealth Destroyers & even averaging in them over the years !

    Where are the Sensex & Nifty headed in the coming years…should we be bothered about them & other Macros or simply continue focusing bottom up on specific selections for serious wealth creation…Passive or Active Investing…we discussed all

    We covered  Investor Gurus Warren Buffett & Peter Lynch & Investor Mistakes of Confirmation Bias,Anchoring & Improper Framing among others…how Multi disciplinary thinking evolves ones into a better person & investor

    Corporate Tambola too was fun with prizes for three full houses & instant chocolates to those who correctly guessed the companies…A Special Praise for Hemal,who had enquired if this workshop would be for Beginners,& turned out guessing many companies !

    Some other prizes too for some fabulous answers…like the hilarious one from Daya that I should seek another session,this time one to one ,with the pretty girl who had emailed me a query to clear a concept which was not a financial one…she had asked my views on whether Marriage was necessary in modern times & should not ‘live in’ be good enough ! Daya’s response brought the house down!

    Chowdhary from ONGC lucidly explained his views on ONGC going forward

    Vijay Desai,a clear market veteran, won  for being the best participant with some great interaction right throughout read more

    3 Seats Left ! ~ Sat Feb 17 2018 Mumbai Funda Eq Workshop

    3 Seats Left ! ~ Sat Feb 17 2018 Mumbai Funda Eq Workshop

    Reserve yours now =>  http://www.jsalphaa.com/register.php

    Fundamental MasterClass in Mumbai Stock Selection ~ Value Vs Price – 2018 ~ Markets Major & Mature ~ Sensex 36000 ~ Taking Stock

    Saturday, February 17, 2018

    At the previous Funda workshops in June & August 2017  we thread-bared Bombay Dyeing at Rs 70 to assess Value Vs Price in the price range of Rs 70 to Rs 85 & participants got excited to lap it up….in months it raced away to Rs 300 & now stands at Rs 250…of course Markets have been kind too…we had covered over 50 companies across sectors like Yuken,Rama Steel & Grauer on Valuation through Assets & Earnings & Situational Studies like M & A, Delisting & Turnarounds & the outcomes have been quite enjoyed by most participants as the feedback shows……. for what’s Academics & Theory without Action & Application

    As Usual there’s already a good mix of participants from retail to HNWI & from FPIs, broking houses,PSUs  & MNC Banks….coming even from overseas & outstation for this Mumbai Workshop

    Do try & make it….will be fun interacting fun-da-mentally with all of you on Re-positioning & Reinvestment Risks & on Corporate Governance & Controversies as we play the Corporate Tambola and exercise other Mind Gums on the Magic of Compounding & the holding of Convictions of Fundamental Selections through even steep market corrections especially if fully invested !

    When I had announced this workshop just a fortnight ago the Sensex was at a record 36000+ and featured in the Workshop Title…In days since then following a global correction and arguably an uninspiring Union Budget that re-introduced Long Terms Capital Gains Tax the Sensex fell sharply below 34000 with many non large caps taking a hit of even 30 % with Vakrangee decimating over 50% from over Rs 500 to under Rs 200 on Corporate Governance issues

    Even Warren Buffett’s Berkshire Hathaway’s Equity Portfolio has taken a US $ 11.2 billion hit ~ of course he’s not bothered ~ should you be when closer home we continue to be suckers in Company Price Run Ups where Quality is clearly suspect & where our PSU Banks continue to reel under the weight of NPAs with SBI announcing a huge Q 3 Loss,the first in many quarters, because of this ? ~ Capitalisation & Consolidation process is on  ~ are PSU Banks potential wealth creators going forward?

    What Now ! ?

    See You Sat

    Cheers !