My yesterday's morning Call on Ansal Buildwell Ltd saw it hit the circuits in the early trade before cooling down a bit. The scrip clocked good volumes today, amidst the rumours that the company's FY08 results are good. It is one of the finest Ansal Group Companies, which did nto take part in the Bull Run, but should move up now, taking a cue from the DLF issue tomorrow. The company is doing a number of projects and has huge land bank at prime locations in Gurgaon(NCR). There is also an interesting development in the company which I will let u know soon: The DLF IPO will get listed today among lot of hullaby. The scrip is expected to be listed around Rs.550--Rs.575, considering the grey market premium of Rs.40--Rs.50 per share. This IPO listing today, will decide the future course of movement of the real estate scrips. Moreover, the fall in steel prices will balance any rise in cement prices and hereto the rise in cement prices by such insignificant amount, will not have any great impact on the bottomlines of Real Estate/ Construction Companies:

Another finest company in different space, Noida Toll Bridge Company Ltd hit the buyer freeze in the early trade before cooling down a bit. Keep holding the scrip and add on all declines:

Paramount Communications Ltd recommended at Rs.27--Rs.32.5 range hits the Rs.40 mark, it is one of the finest company in the telecom space and should touch Rs.50, in the medium term: Tilaknagar Industries Ltd came for a correction after a long run, book some profits:

Today Jamna Auto Industries Ltd hit the buyer freeze, before cooling down a bit to Rs.58.1. Though it is a great company and is one of the largest in its space in the whole of Asia; many shareholders of Jai Parabolic Springs Ltd, are annoyed with the management for an unrealistic swap ratio of 2:1, which is skewed in favour of Jamna Auto Industries Ltd. I will explain below taking a cue from a number of web-sites as to how.....Please read this exclusive and explosive news for all.....

Are the Promoters Of Jamna Auto Industries Ltd cheating the SHARE HOLDERS OF of Jai Parabolic Springs Ltd, through an Unrealistic swap ratio of 2:1 and whimsical Preferential Allotment? Seems so???!!!

Let me try to throw some light on this subtle concept...Now, please have a close look at the following information, which the company published on 03-05-07 and which it hurridly removed from archives of http://www.bseindia.com/, only today, may be through instructions to the exchange, so that public forget its wrong doings:

Jai Parabolic Springs Ltd has informed that the Board of Directors of the Company at its meeting held on April 28, 2006, has approved the issuance of following securities on preferential basis:

1. Issue and allot 2503295 equity shares of Rs 10/- each as fully paid up at a premium of Rs 62/- per shares to M/s Clear Water Capital Partners (Cyprus) Ltd.

2. Issue and allot 3590455 Convertible Debentures of Rs 72/- each at par to M/s Clear Water Capital Partners (Cyprus) Ltd. Each Debentures be convertible into equity shares of Rs 10/- each at a premium of Rs 62/- per equity share.

3. Issue and allot to Promoters Group 2083333 Convertible Warrants of Rs 72/- each at par to be convertible into equity shares of Rs 10 each at a premium of Rs 62/- per equity share.

THIS INDICATES THAT AS PER VALUATION OF THE COMPANY, Rs.72 was the fair price of each share of Jai Parabolic Springs Ltd, a year back and hence people bought at Rs.50 plus rate in anticipation of its going up, in the days to come as the company was doing well and the auto ancilliary space was a start performer. It is still doing better than Jamna Auto Industries Ltd and hence this sly way to cheat the shareholders of Jai Parabolic Springs Ltd, by alloting shares to the promoters at a cheaper rate thorough an unrealistic merger route.

But after one year, look how the things changed dramatically and Jamna Auto takes a complete U-turn, after listing its shares at sub Rs.10 levels on BSE.

The company merges Jai Parabolic Springs Ltd with itself in the unrealistic ratio of 2:1(two shares of Jai Parabolic whose fundamentals seems to be stronger than Jamna Auto, as against one share of Jamna Auto), after the valuation report from an accounting firm..which seems at the first glance to be manipulated!!! and then a big bang news appears on 09-06-06:

Jai Parabolic Springs Ltd has informed that the Board of Directors of the Company at its meeting held on June 08, 2006, has allotted on preferential basis, 2503295 equity shares of Rs 10/- each as fully paid up at a premium of Rs 62/- per shares to M/s. Clear Water Capital Partners (Cyprus) Ltd. This proves my point that one year back the company thought that Jai Parabolic Spring Shares are worth Rs.72.

Now, please go through the following news item which also fortunately or unfortunately appeared on Bombay Stock Exchange web-site:

Jamna Auto Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 27, 2007, inter alia, has approved the following:

1. Allotment of 5,555,555 Compulsorily Fully Convertible Debenture of Rs 72/- each to Clearwater Capital Partners (Cyrus) Ltd. THE SAME ENTITY TO WHOM ONE YEAR BACK JAI PARABOLIC SOLD SHARES AT Rs.72 each.

2. Allotment of 3,099,300 equity shares to Clearwater Capital Partners (Cyprus) Ltd consequent upon conversion of 3,099,300 Compulsorily Fully Convertible Debenture into 3,099,300 equity shares of Rs 10/- at a premium of Rs 62/- each per equity share. THE SAME ENTITY TO WHO JAI PARABOLIC SPRINGS ONE YEAR BACK ISSUED SHARES AT RS.72 PER SHARE. 2. Allotment of 2,083,333 Convertible warrants of Rs 72/- each to MAP Auto Ltd. ON WHAT GROUNDS THIS IS ALLOTTED AT SUCH A RATE WITHOUT THE CONSENT OF THE SHAREHOLDERS?? Now the question is how after one year The shares of Jamna Auto Industries Ltd be allotted to the entity/entities, at Rs.72 per share, when the share swap ratio is 2:1---considering that one year back, Jai Parabolic Spings Ltd's shares were allotted at Rs.72 per share. DOES IT NOT AMOUNT TO GROSS VIOLATION OF CORPORATE ETHICS AND NORMS. WHAT IS DIRECTOR/MINISTRY OF COMPANY AFFARS DOING, OR FOR THAT MATTER THE OFFICIALS OF BOMBAY STOCK EXCHAGE DOING TO PROTECT THE SMALL INVESTORS AND MINORITY SHAREHOLDER FROM FALLING IN THE HANDS OF PREDATOR-MANAGEMENTS.IT MUST BE RECALLED THAT THOSE SMALL INVESTORS PURCHASED THE SHARES OF JAI PARABOLIC SPRINGS LTD YEAR BACK ON THE HOPE TO SEEING IT MARCH TO Rs.100, LEVELS---AFTER SEEING THE PREFERENTIAL ALLOTMENT AND THE COMPANY'S PERFORMANCE ON THE BOOKS.

So the moot question is: Does it amount to cheating the shareholders of Jai Parabolic Springs Ltd ???!!! Many shareholders, who purchased the shares last year after seeing the preferential allotment at Rs.72 per share are very annoyed with the management OF JAMNA AUTO AND some has even THREATENED TO KNOCK THE HONOURABLE HIGH COURT TO SEEK A REDRESSES OF THEIR GRIEVANCES; if the management does not either cancel the merger Swap Ratio, between the companies concerned or nullify the Preferential Issue of Jamna Auto Industries Ltd (which is at such a discount rate).

So what transpires at the end is that:

a) 1:1, SWAP RATIO BETWEEN JAI PARABOLIC AND JAMNA AUTO HAS BEEN SLYLY CHANGED TO 2:1, in the name of merger!!!

b) or attempts have been made to allot the shares of Jai Parabolic at half the intrinsic value, by chanting of a valuation report from an unknown accountancy firm.

Also, I would urge that none should give consent to this unrealistic swap ratio or preferential issue, when they will seek shareholders' approval. The best will be to file a PIL (which some shareholders are seriously thinking) in any Honourable High Court, so that the managment is concerned and their wrong doing revealed in public. It is to be noted that if we consider, the history of Preferential Allotments of Jai Parabolic Springs Ltd, we find that it is famous in this count and always mired in controversy; having previously allotted shares on preferential basis in a number of occassions in such whimsical manners.

Some years back, if my data bank are correct it allotted shares through Preferential Route at Rs.23 per share, through an announcement on 27-03-04(3 years back almost).

This is what the company announced on 27th March, 2004:

Jai Parabolic Springs Ltd has informed that an Extra Ordinary General Meeting of the members of the Company will be held on March 31, 2004 to consider the following business: The Authorised Share Capital of the Company of Rs 15,00,00,000 divided into 1,45,00,000 Equity Shares of Rs 10 each and 5,00,000 15% Cumulative Redeemable Preference Shares of Rs 10 each be and is hereby altered and increased as follows: (i) Existing 0.50 million 15% Cumulative Redeemable Preference Shares of Rs 10 each be and are hereby cancelled and exitinguished. (ii) 1 million new Equity Shares of Rs 10 each be and are hereby created. (iii) 3,50,000 Preference Shares of Rs 100 each be and are hereby created. 2. To issue, offer and allot in one or more trench, to the promoters upto 1538462 Equity Shares of Rs 10 each for cash at a price of Rs 13 per share as fully paid up equity shares aggregating to an issue of Rs 2,00,00,006. 3. To issue, offer and allot to IFCI Ltd 3,50,000 12.5% Redeemable Optionally Convertible Cumulative Preference Shares of Rs 100 each aggregating Rs 3,50,00,000 redeemable in two equal annual installments on October 01, 2013 and October 01, 2014. 4. To issue, offer and allot to IFCI Ltd 31,85,000 Redeemable Optionally fully Convertible Debentures of Rs 100 each aggregating Rs 31,85,00,000 redeemable in five equal annual installments.

And now the question is how is that even after a number of years the shares are at almost the same levels---does it not the farcical nature of Preferential allotments for which the company curved out a name???!! Today the shares of Jai Parabolic Springs Ltd closed in the lower circuits at Rs.30.45 almost near 3 years back price.

THIS IS INDIA BHAI, EVERYTHING HAPPENS HERE!!??? Is SEBI taking a serious note of this issue, or the officials there, have been bought by the Jamna Auto management and hence their mouths are stiched and teeths removed???!!

But according to the sources close to me, the management has started to take this matter on a more serious note, as the reputation of the management and the group, is now under threat and will in all probability call a board meeting, in this week to talk of this new developments. If the company comes out with positive results on this issue, the share price of Jai Parabolic Springs Ltd will race past Rs.50 mark once again. I would appreciate if anyone can throw some more light on this delicate topic, affecting the minority shareholders; please mail me at: suman2005s@rediffmail.com.