Saturday, February 9, 2013

THE CURIOUS CASE OF LACTOSE INDIA Ltd.










Many of our investors are vulnerable to market moods and taking decisions  based on crowd mentality mainly due of lack of conviction in stocks they are interested .Many of us  are only  investors in stock markets and not in companies or businesses and our investment decisions are subject to the opinion of the anchors of popular business channels.If we want to get more conviction we should spend more time to study the business,management ,future plans..etc..etc  of companies rather than spending  full time in front of the trading terminal.I am not sure how many of us are at least periodically looking into the published results of companies in which we are invested and reviewing our investment decisions based on company’s working or its future prospects.Percentage of  informed  investors are very small and most of us are interested to know the answer for only one question in every morning – Which stock will go up ‘TODAY’ ? .On a net basis ,result of such an action ( I don’t think it can be called as ‘Investment’) will be always  negative or negligible.On the other side ,there is no meaning in expecting same kind of return from each and every stock and should not hesitate to book loss if we feels  there is something wrong happening in a company and should not take loss booking is a failure of an investor .In the case of majority of retail investors the major reason for failure in stock market investing is their unwillingness to book loss .What I try to convey is only one point – if you are taking investment in stocks seriously you should spend more time to learn about the company and not to watch the minute by minute price movement of the stock of that company.



Let us come to the point mentioned in the headline of this posting.Lactose India is a small,unknown and unnoticed company listed in BSE( CODE -524202).This company operating in the niche market of manufacturing food and pharmaceutical grade lactose.Company’s turnover jumped from Rs.27 Cr in FY 2011 to over Rs.40 Cr in FY 12 .Even if many of you are not interested in the footnote of published results, I am reproducing below  the footnote attached with the September quarter result of this company  .( Click on the figure to read )








                                                    Let us take the point No.3 alone which indicating company received an amount of over Rs.10 Cr from a company named Kerry Ingredients Pvt Ltd .Lactose claiming that ,an amount of Rs.7.7 Cr out of this contribution is  meant for expansion of production capacity and balance Rs.3.3 Cr as an advance for goods to be supplied to Kerry. It is really an interesting deal especially at a time many companies are trying hard to find some customers for their products .We should note another important point that the amount Rs.10 cr was  sufficient to bought out this entire  company itself (Its market cap was below Rs.10 cr at the time of this deal ,which is now Rs.12 Cr).Just because of curiosity I checked the identity of Kerry Ingredients Pvt Ltd and realized that this company is owned by Kerry Group of Ireland ( Details HERE) which is a leading company supplying food and pharma ingredients to world market.Kerry is a listed company in Dublin  Stock exchange and its common stock is trading at a price of €38.10 (approximately Rs.2740) . To my surprise, In one of their filing to Irish stock exchange Kerry informed that  they have already acquired Lactose India Ltd !! .For  your reference ,I am reproducing the mentioned  portion of their investor presentation below :




An Irish publication named  ‘Irish Examiner ‘ also published this news item in their business section.( Link HERE) . More clues about this acquisition is available in the latest annual report of Kerry which is available in their website. Why Lactose India so far not disclosed this deal to BSE is the moot question. There may be many reasons and one possibility is like this .The Indian promoters are currently holding close to 29 % stake only in this company.If they have some plans to hike their stake before offering stake to Kerry ,disclosing the deal before hiking stake will force them to shell out more to hike stake.As per SEBI rules (link HERE ) pricing of preferential allotment depends on a market price linked pricing formula.This may be a reason for not  disclosing  the deal so far ,and theoretically speaking I don’t think such a disclosure is mandatory  till the company openly  accepting they have entered in such a deal and allotting shares to Kerry .Even if some one complaining to authorities for not disclosing price sensitive information , I am not sure what will happen if company plainly deny such a deal and argue that the news items published in a foreign country is not known to them and it is false) Anyway  I  strongly feel , as Kerry mentioned in their filing to Irish Stock Exchange, at least Lactose already reached in an agreement to sell majority stake to Kerry and it will be disclosed in due course.In an interesting development which we can read along with this story ,day before yesterday there was an EGM for Lactose India to approve the allotment of 1134000 warrants to promoters @ Rs.12.5 which will be converted into one equity shares each.On conversion of these warrants Indian promoters stake will be improved to 39.In last year annual report company mentioned it plan to hike its production capacity 4 fold from current 3000 Mt per year to 12000 MT per year.This massive capacity expansion may be backed by some assurance from Kerry Group.In September quarter (December quarter result not published so far) Company reported a net profit of Rs.42 lakhs v/s Rs.11 lakhs in June quarter.Currently stock is trading around Rs.17 which may sharply re-rate even from current level  if something happen as we expected.Anyway ,something is really cooking in it ,when it will be served to the public is a question.Since this information is based on data available in public domain and some assumptions ,I am not recommending it but only sharing some information  available with me .Take a decision after own due diligence .Lactose India is listed only in BSE and trading around Rs.17

Link to Kerry Group's website  HERE

Link to latest Annual Report of Lactose India HERE

Disc : Holding few shares. 

49 comments :

  1. Wow! Superb investigation! Quite certain that deal is happening. MNCs (even Irish MNCs) don't talk about acquisitions unless they are actually committed to it. However, if there is an issue of ownership transfer, I think Lactose should fall into trouble, even if they are exploiting any loophole. At best for Lactose, this could be a compulsorily convertible loan facility, but still they will have an issue with SEBI since this will change ownership over 26% in the company.

    However, this is not the most troubling bit. The company is reporting this significant development more than a year later and other than the pref allotment, the promoters would have mopped up shares from the market in secretive accounts. Quite evidently, this company is interested in defrauding shareholders. My only question is, why are you promoting this kind of company?

    ReplyDelete
  2. I don't think there is any issue with SEBI .This loan can converted into equity at a future date and when it trigger the limit stipulated for open offer Kerry may come out with an open offer .Till it treated as a loan in the books of Lactose no need of open offer.Since the pref issue completed just now we can expect some speedy process at least now.In the case of any issue with both management, chances are very rare ,because Kerry will be a good customer for Lactose's products.

    Answer for your last question - Why I am promoting such a company - is , I feel ,change in ownership at a future date is a done deal.

    ReplyDelete
  3. Sir, what a great analysis really feel like saluting u at this moment for a tremendous data work

    ReplyDelete
  4. excellent work no news channel has released this news till now..

    ReplyDelete
    Replies
    1. And they never will They always completely ignore the microcaps Raj

      Delete
  5. Dear sir,

    What is your opinion about VA TECH WABAG results?, if i am ready to take risk, what should be maximum cp for buying lactose.

    ReplyDelete
  6. Dear sir,

    What is your opinion about VA TECH WABAG results?, if i am ready to take risk, what should be maximum cp for buying lactose.

    ReplyDelete
  7. Dear VP
    Whats your view on Kulkarni power?

    ReplyDelete
  8. sir, i don't have words. keep up the good work!

    ReplyDelete
  9. Hi VP

    A big salute to you , really admirable work , but one question . Are we deviating from value to speculation. I am disappointed in this discussion on why you skipped the value of business to speculation of a probable management change .


    What differentiates VP from rest is "value" , and we do miss that component in this ......


    Pardon me if I am crossing my boundaries


    Robin

    ReplyDelete
    Replies
    1. I don't think it is just a speculation without supporting facts.We are interested in emerging value too , is it so ? :))

      Delete
  10. There was an announcement made by the ION exchange board
    Ion Exchange India Ltd has informed BSE regarding Approval of shareholders pursuant to section 100 of the Companies Act, 1956 for cancellation of 2,87,058 equity shareholders of Ion Exchange Ltd held by Ion Exchange Services Ltd as part of the schemeSource
    Pardon me for my ignorance but is it a positive development or a negative one?Aditya

    ReplyDelete
    Replies
    1. Dear Aditya

      It is routine in the case of merging subsidiaries if they hold shares.Neither negative nor positive.

      Delete
  11. Sir,
    my posting is not showing up... can you pls answer my query would be helpful.

    Heritage Foods hitting lower circuits consecutive days. Earlier it was hitting upper circuits.

    I have bot at 440 levels and wanted to know your view on what levels to avg the stock?

    ReplyDelete
    Replies
    1. Dear Parag

      Due to time constraint ,Please don't expect reply for questions with similar meaning days ,if it answered in few days .This same question answered just two days back for another reader below the posting of BS Ltd .

      Delete
  12. Dear Sir,Please make us know the long term outlook of 'GEI industrial'.It is hitting new lows daily.PE funds and promotor bought shares at a premium of Rs240/- per share recently of qty of 30 lakhs shares.

    ReplyDelete
    Replies
    1. Lower level of capex in capital goods sector is the issue .Company with a futuristic technology .If you have patience to wait some longer time ,buy in small lots.

      Delete
  13. sir i holding india Gelatine.............want to stay invested for long-turn.Should i book profit above 100 or stay invested......Guide it sir and updates on Indo Amines

    ReplyDelete
  14. Sir,

    what are your views on Syncom Healthcare... can they turn the table in Q3 results? Also i wish to know your thoughts about RS Software....there Q3 result wasn't that bad yet the scrip is getting badly hammered.

    Thanks

    ReplyDelete
  15. Sir,
    what is your view on Anil ltd.I am holding 200 shares@ 250.plz guide me.

    ReplyDelete
    Replies
    1. Due to delayed monsoon there was a spike in raw material cost .Let us hope this situation will not repeat in next year.

      Delete
  16. dear valuepick,
    i m long term investor(2-3year) i m holding fortis health,shakti pump, rossel india already 1 year over..still can hold 1 to2 year.i just want to know ur view now..is any update
    Regards,
    prashant

    ReplyDelete
    Replies
    1. Commented many times about these cos ,no change

      Delete
  17. Dear Sir,

    can you please share your views on Pidilite Industries, Tata Global Beverages and L&T Finance Holding?

    Vishesh

    ReplyDelete
    Replies
    1. Tracking only Pidilite which is a HOLD and Buy on dip.

      Delete
  18. Sir ur views in Astral Poly n Jolly Board pls..

    ReplyDelete
  19. SIR,do you find valuepick in INVESTMENT holding cos. like jindal southwest holdings nalwasons etc? yash

    ReplyDelete
    Replies
    1. Not very positive on holding cos.Since they holding the shares of group cos no chance to monetize it .Will get only dividend income if any.

      Delete
  20. Dear Sir,

    Can I start averaging Simran farms. My earlier purchase is @32. Thanks.

    ReplyDelete
    Replies
    1. Feed cost is the major issue .Buy when signs of fall in Maize and Soya prices.

      Delete
  21. Hello Sir,
    The share price of Lactose has risen from 6 to current 17+. It has doubled from 8 to 17+ in past 4-5 months. What is your LT tgt for this company.

    ReplyDelete
    Replies
    1. Actually I don't know who can fix a target for a stock of any company working on a going concern basis.It may vary with many factors ,most importantly company's business growth .Let first Kerry came to action openly and explain their plans .Before it unfolding on what basis we can imagine about a target ?

      Delete
  22. Sir, whats your view on swelect?

    ReplyDelete
  23. Dear value pick,
    Very good study and observation.
    This motivates me to make more in depth study of my own.

    Thanks,
    Nidhin.

    ReplyDelete
  24. H N Bhagavan
    Dear Sir,

    I requested for your view on THEMIS MEDICARE which was recommended at Rs94/-.
    Thanking you,
    HNBHagavan

    ReplyDelete
  25. Valuable information provided on Lactose India. When Sabero Organics share price is around Rs.15, I have not seen recommending sabero. But, later it is known story. Like this, Lactose india will also be the future story as per the information available on the internet.

    ReplyDelete
  26. A word of caution - Irish Kerry has acquired ASSETS from Lactose India. NOT EQUITY.

    Appears to be a case of 'Contract Manufacturing" in the pharma space. Kerry is funding (and will own) the asset that will produce agreed product to specification... under the management of Lactose India....

    Will that make it dividend paying stock? Time will tell. We are dealing with a company that has consistently shown losses in the books.

    ReplyDelete
  27. fools why are you speculating.This company with assets is sold, promoter have sold only asset.Company is not sold.company would be listed but not kerry stake in it.

    ReplyDelete
    Replies
    1. Dear Friend

      I believe ,Under estimating everyone other than us and thinking all others are fools is not the right way to acquire knowledge in any field ..I have just two questions to you . 1) If the company sold only assets what is wrong in showing the amount in their books as sales proceeds.

      2) If they sold only assets why the promoters again pumping money through preferential issue into a company without assets ( Lactose) ?

      Expecting your opinion on these two ...

      Delete
  28. Value Pick plz provide 3-4 years view on escorts,marg,NCC,hsil,DISHMAN,arshiya intl,sanghvi movers

    ReplyDelete
  29. Dear Sir,

    You have chosen to keep my earlier feedback to yourself.
    My feedback to you was based on direct communication with Kerry. They appear open about transaction.

    Your painted scenario (Kerry buying Lactose India) is the best outcome all will like.

    But, what if .... LI management have simply sold assets, divert the money elsewhere and the shell-company is left over 2 years down the track? Will that make shareholders lose their money? If someone is running a loss-making business 20 years ... one has to consider the definition of insanity ...

    Or is it all figment of my imagination?

    My point is simple. Unless you have a direct access and communication with Lactose India .. everything is speculation.

    ReplyDelete
    Replies
    1. I don't think they appear very open.Many times I tried to contact with them through e-mail but not a single time they responded in this matter.I have one more doubt ,if the promoters already sold the assets why they are not accounting the amount and again spending money for this company through preferential issue .?

      Delete
  30. It appears that Lactose India liquidity = zero.
    A sell transaction gets cancelled automatically within seconds.
    Is the light at the end of the tunnel permanently switched off for this counter?

    ReplyDelete
  31. Dear VA,

    After having a look at the latest 2013-14 financials of Lactose, it is clear that the preferential allotment of 25.68 lac shares is being made to a company called Gyaneshwar Multitrade @ 17.40 per share. Current mkt price is already 31. Interestingly, this company was formed only in Dec 2013 and owned / managed by Anantrai and Mihir Kesaria. Dont know whether these guys are investors / businessmen or market manipulators.

    It is also mentioned in the financials that kerry india had funded lactose in 2011 with the intent of expanding their production capacity and getting exclusive rights over the lactose produced. Kerry India have also entered into a separate agreement taking over all the existing customers of lactose. So are they interested in being only its exclusive customer.

    Assuming Gyaneshwar Mulltitrade is a market manipulator, this will benefit only the promoters and existing shareholders and the valuation of Lactose. How does it benefit Kerry and whether they have any stake at all or only have exclusive rights over the lactose production and customers of Lactose india.

    Am unable to understand the mystery. Please let us have your views

    ReplyDelete

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