@sivakkri Thanks for sharing this. I think most of the events that transpired have been mentioned in our thread.
I will try to compile as much as I can and we can keep adding.
This issue needs to be escalated to SEBI as clearly this is daylight robbery on part of Rajesh Bhatia and may be Subhash Chandra.
I request other retail investors to list the chain of events/issues as well.
Tulsian calls for SEBI probe,
Thanks Kunal. Please start with compiling as much info as you can (with sequence of events) and post it here. Weāll validate and add more for raising compliant with SEBI.
Looks like a case of promoters working with Zee learn to rip off shareholders of THEAL.
BTW, What is the logical explanation of decrease in cash balance (compared to same qtr last year) by 139.26 crores ( Did they instead cook up the balance sheet by bumping the value of tangible assets ?). Can anyone pls throw some light here ?.
Livemintās article - The curious case of Tree House Education,
http://www.livemint.com/Money/6mdhqmn3P6WutVD8O6FUbO/The-curious-case-of-Tree-House-Education.html
For sure some nonsense has happened and we need to get SEBI look into this.
Iāve sent a mail to set of SEBI folks. Mail idās @ http://www.sebi.gov.in/cms/sebi_data/about_us/OrgChart.html (specifically Investor Complaints Cell, Investigations Department HoD and a few more). I provided some background and a set of the links (from moneycontrol, livemint etc.,) available with public space along with a request for investigation.
I will follow this up by registering a compliant with SEBIās online complaint system too (SCORES). Would request other share holders of THEAL to do the same. If we all keep quiet, nothing will change. Each one of us can do our bit hoping SEBI takes a look at this one.
I had earlier filed a complaint in SCORES for non-receipt of dividend on time despite following up with the concerned company many a times. Though SEBI Officers followed up with the company and eventually I received the dividend, I was not satisfied with the outcome as there was no penalty levied on the company for this.
For one thing, there is a lot of personal overhead in complaining and following up with the respective authorities and without any strong deterrent this kind of things are bound to happen again so whatās the point of complaining? that you get what you are supposed to get anyway? What about overheard and extra cost and mental agony that you had to go through for all this? I also talked to one SEBI officer, to press for penalty, I think from MP, who was very friendly and informed me that in such cases generally no penalty is imposed though all the matters can be independently pursued in appropriate forums/courts.
Itās my personal experience that when you escalate the issue and complain to the appellate authority, you seldom get what you should get in a fair deal especially when there is a conflict of interest. IMHO, You have only some hope from the honourable independent courts but even they donāt seems to understand and award the right compensation, penalties etc.
But still, Iām all for pressing charges for all the wrongdoers and IMHO we should have a separate thread to understand legal angle of stock investing in a better way. Let me know if I can be of any help.
Thanks Aksh for your response. One silver lining for me from your note is that āSEBI Officers followed up with the companyā !!..I believe this will be a good start for us if SEBI starts probing THEAL books & merger events.
More importantly, My motive here is not just because I will get compensated the right way, but for the following reasons,
I do understand the personal overhead etc etc., but then I feel it is my duty to do whatever I can (rather than not doing anything here). End of the day, it is HOPE which keeps us all up & running 
I completely agree with you that we need a separate thread to educate all retail investors of the legal angles of stock investing. Would really appreciate if you can start a thread and include some of your positive experiences with SCORES or any other legal forum which investors like us can avail help from.
Good Job sivakkriā¦Thank youā¦I lost huge amount in THLā¦I actually dont know how & what to complaintā¦if you give some data I will complaint as well using that dataā¦
This company had red flags all over since the day of listing on stock exchanges. One should also file complaints against investment bankers who brought this. The promoter made many related party transactions even after listing. I never found his arguments convincing and had mentioned on old fav. TED as well.
TEAL shareholders, Iāve captured the chronology of major events from December 2014 (the data I plan to submit in my complaint to SEBI). Please review and provide your inputs on if we need add more or edit anything etc.,
Chronology of Major Events (From December 2014) - Tree house education & accessories lts (referred as THEAL from hereon)
December 2014 Raised capital of Rs. 200 crores through QIP (at Rs. 440 per share)
http://www.bseindia.com/corporates/anndet_new.aspx?newsid=d9f0bc27-d85f-4404-a663-a88f1601c0e1
September 2015 Stakeholders Empowerment Services (SES) raises concern due to high receivables in THEAL finance statement. THEAL provides clarification on the same (link below on conern and clarification)
http://www.bseindia.com/xml-data/corpfiling/AttachHis/43403C00_BFE5_40E0_9E24_2CC95552F28E_144711.pdf
04-December-2015 THEAL Board of Directors accorded in-principle approval for exploring consolidation options with Zee Learn limited
05-December-2015 THEAL promoters sell 9.5% of their stake for Rs. 202 (one third of the promoter holding)
23-December-2015 THEAL Board of Directors unanimously approved Scheme of Amalgamation (āSchemeā) between Tree House Education & Accessories Limited and Zee Learn
(Swap ratio - THEAL shareholders to get 5.3 shares of Zee learn for every share of THEAL)
Valuation reports have minimal data and the swap ratio seem to be based on the share price of THEAL around this time (which was below Rs. 200)
http://www.bseindia.com/xml-data/corpfiling/AttachHis/ABB8A6F4_F212_462C_B33E_C6F2778A66BE_191349.pdf
In this meantime (from merger announcement until now), THEAL reported two bad quarterly results and promoters have pledged 100% of their remaining shares. As of June Qtry results the cash levels of the company have fallen to Rs.22 crores from around Rs162 crores an year ago. http://www.bseindia.com/xml-data/corpfiling/AttachHis/A05DFF52_B5A2_451B_BC03_954FE857A5D5_164042.pdf
02-June-2016 THEAL informs stock exchanges that Zee Learn has decided to keep on hold the Scheme of Amalgamation of the Company with currently agreed share exchange ratio.
(Stock price at this time around Rs. 59)
http://www.bseindia.com/xml-data/corpfiling/AttachHis/1BC6B34C_A279_4866_984F_C1AD0E4FAB92_082540.pdf
I entered tree house in 2013 at a price of approximately 213 and averaged downwards as the price fell from approx 450 onwards. I lost almost 3% of my portfolio in this stock. In ruppee terms this was the single largest loss of capital for me by a wide margin. The learning I took away was that dont buy into stories where management always seems overly bullish about the story (another loss for me was Kitex Garments). In hindsight when I look at the conference calls, you can almost feel that the promoter is always trying to sell his story to investors. Further the second learning was that be very wary of buying larger quantities of stock in cases where shareholding is pledged.
I was compiling a list of fundamental comparison between the unfair merger of TH and Zee learn. Do you think we should elaborate on how THEAL was trying to merge with Zee inspite of it being in supposedly better position and how in a matter of year everything seems to have collapsed which indicates accounting fraud?
I am inclined to include your points and then indicate towards financials which now seem to be cooked.
Any thoughts?
Yes, we should include information regarding any financial irregularities (if we can point out). Please post the same once you collect them. Thanks again for doing this.
Great work. Let me know if you need any support. I think the THEAL is a right case of management fraud and misleading investors by promoters. But we will have to be clear in communicating how company has misled investors.
In the Q4 report, the suddenly cash position has reduced significantly to 22cr from almost 160cr. The company without any shareholder consent went ahead with a merger with Zee learn and now backtracked.
I have tracked this stock for quite some time and would be willing to support this cause.
This is a good article about the accounting shenanigans going on at treehouse
@kunal, I have read and it is quite well captured. Thanks.
I am yet to submit in Scores. I will do soon.
@kunalshirodkar, Just raised the complaint. BTW one can write only 1000 characters in the complaint text box and so I captured the above collated information and stored as PDF to upload the same (only PDF format uploading is allowed)
The complaint # will be of the format SEBIE/MH16/000xxxx/x
Current Status : Under process in SEBI
Case presently dealt by : Dealing Officer, SEBI
Request others to do this ASAP.
@sivakkri Thatās good. I will submit my complaint within a couple of days in the pdf format as you suggested.
Letās hope more investors raise their voice through this medium atleast to get SEBIās attention.
Its amazing how many education companies have been marred with accusations of corporate misdemeanours and mis governance! Tree House just makes that list longer.
