Jupiter Wagons Ltd (previously CEBBCO)

The rumour in the market was that Ajay Gupta and Kailash Gupta (the founder and Ajay Gupta’s father in law) were having a dispute and Ajay was leaving the company. That is why they had applied for the inter se transfer of promoter holding to SEBI.

Apparently that is not the case, and they just wanted to create a family trust to to make their holding more tax efficient.

However, I was expecting some confidence boosting measure from the management like buying from the open market and disclosing that to BSE/NSE. That would have gone some way in assuaging investor concerns.

Although, no one can guarantee management pedigree these days, the presence of Tata personnel on the board and other non-promoter directors does provide some comfort.

The board of directors comprises of Mr. Sevantilal Popatlal Shah (Retired General Sales Manager, Tata Motors Limited), Mr. Akhil Awasthi (Nominee Director from Tata Capital) , Mr. Praveen Kumar (Former Member - Mechanical, Railways), Mr. Ravi Gupta (Ex-Member , Central Excise Regional
Advisory Committee) & Mr. Sudhir Kumar Vadehra (Managing Director, Kewaunee Labway Asia PTE Ltd. Singapore) and the promoters - Mr. Kailash Gupta and Mr. Ajay Gupta.

ET Now: Are any of your large non-promoter shareholders selling the stock in the market and as you said promoter holding being at around 56%, how much of a per cent is pledged?

Ajay Gupta: We do not know of anyone who is selling. That is something that the market would be knowing. I have no idea on that, in fact. The loan is about Rs 5 crore, the total number of shares pledged are about 18 lakh against the equity of 5 crore 50 lakh. So about 3.5-4% at best is pledged through Religare.

Shareholding pattern (steady increase in FII and DII holding)

(in %) Dec-12 Sep-12 Jun-12
Promoter 55.81 55.81 55.81
FII 5.09 4.68 3.13
DII 13.49 12.89 12.86
Others 25.61 26.62 28.20
Total 100.00 100.00 100.00

Free float is 1.81 Cr shares ( excluding 56% for promoters and 11% for Tata Capital)

On NSE

Symbol Series Date Prev Close Open Price High Price Low Price Last Price Close Price Average
Price
Total Traded
Quantity
Turnover
Rs.in Lacs
Deliverable
Qty
% Dly Qt to
Traded Qty
CEBBCO EQ 07-Jan-2013 92.60 92.80 93.90 92.10 92.60 92.85 93.32 1,63,399 152.49 75,573 46.25
CEBBCO EQ 08-Jan-2013 92.85 93.00 93.00 92.10 92.45 92.65 92.60 1,24,529 115.32 39,131 31.42
CEBBCO EQ 09-Jan-2013 92.65 92.30 92.90 91.10 91.45 91.75 92.41 1,10,930 102.51 27,766 25.03
CEBBCO EQ 10-Jan-2013 91.75 91.65 93.00 90.50 90.90 90.90 91.52 1,00,156 91.66 21,784 21.75
CEBBCO EQ 11-Jan-2013 90.90 91.10 92.50 90.10 91.00 91.05 91.19 1,31,966 120.33 44,771 33.93
CEBBCO EQ 14-Jan-2013 91.05 90.75 91.90 90.00 90.50 90.25 90.38 1,11,296 100.59 29,423 26.44
CEBBCO EQ 15-Jan-2013 90.25 90.15 90.70 87.35 90.30 90.05 89.36 1,56,355 139.72 55,526 35.51
CEBBCO EQ 16-Jan-2013 90.05 90.45 92.00 89.20 89.50 90.35 90.61 1,24,789 113.07 45,380 36.37
CEBBCO EQ 17-Jan-2013 90.35 90.05 90.95 78.50 87.00 85.50 84.98 5,85,490 497.54 2,64,673 45.21
CEBBCO EQ 18-Jan-2013 85.50 85.55 89.85 85.00 88.70 89.10 87.68 1,89,984 166.57 79,112 41.64
CEBBCO EQ 21-Jan-2013 89.10 89.20 89.20 86.60 87.00 87.45 87.57 1,96,841 172.37 1,05,770 53.73
CEBBCO EQ 22-Jan-2013 87.45 87.80 87.95 84.50 84.55 85.20 86.45 1,45,601 125.87 64,354 44.20
CEBBCO EQ 23-Jan-2013 85.20 85.85 85.90 83.20 84.45 84.10 84.49 1,29,838 109.70 47,563 36.63
CEBBCO EQ 24-Jan-2013 84.10 84.45 84.45 77.75 77.75 78.80 80.70 1,49,600 120.72 53,716 35.91
CEBBCO EQ 25-Jan-2013 78.80 78.65 79.75 74.05 75.80 75.25 77.69 1,39,397 108.30 51,218 36.74
CEBBCO EQ 28-Jan-2013 75.25 81.00 81.00 75.45 78.00 78.30 78.04 2,79,127 217.83 77,168 27.65
CEBBCO EQ 29-Jan-2013 78.30 83.00 83.00 77.30 77.40 77.85 78.76 1,23,807 97.51 40,124 32.41
CEBBCO EQ 30-Jan-2013 77.85 77.50 78.80 73.55 74.05 74.80 76.95 1,24,266 95.63 39,758 31.99
CEBBCO EQ 31-Jan-2013 74.80 75.00 75.80 72.10 73.60 73.85 74.19 1,56,872 116.38 56,351 35.92
CEBBCO EQ 01-Feb-2013 73.85 79.25 79.25 59.10 59.10 59.65 63.29 10,00,058 632.93 5,27,523 52.75
CEBBCO EQ 04-Feb-2013 59.65 58.00 60.55 47.75 47.75 47.75 49.14 22,86,652 1,123.66 10,80,872 47.27

= 33 lakhs on NSE

On BSE

Date Open High Low Close WAP No. of
Shares
No. of
Trades
Total Turnover Deliverable Quantity % Deli. Qty to Traded Qty * Spread
H-L C-O
7/01/13 93.55 94.05 91.80 92.30 93.20 1,16,978 783 1,09,02,495 31,981 27.34 2.25 -1.25
8/01/13 93.95 93.95 91.80 92.50 92.58 96,238 773 89,09,731 22,309 23.18 2.15 -1.45
9/01/13 93.95 93.95 90.50 91.50 92.36 97,920 836 90,43,781 22,315 22.79 3.45 -2.45
10/01/13 91.50 92.65 90.50 90.90 91.73 90,727 569 83,22,486 21,117 23.28 2.15 -0.60
11/01/13 90.30 93.00 90.25 90.75 91.35 1,04,336 620 95,31,193 19,462 18.65 2.75 0.45
14/01/13 90.70 91.90 89.55 90.15 90.44 88,238 528 79,80,348 21,347 24.19 2.35 -0.55
15/01/13 90.20 91.90 87.05 91.00 89.86 1,56,096 1,102 1,40,26,853 41,204 26.40 4.85 0.80
16/01/13 88.70 92.25 88.70 90.40 90.81 1,16,195 653 1,05,51,189 37,706 32.45 3.55 1.70
17/01/13 89.60 90.70 77.55 86.00 85.04 6,15,959 3,347 5,23,83,104 3,03,192 49.22 13.15 -3.60
18/01/13 86.70 89.30 85.50 88.85 87.15 1,08,912 734 94,91,705 27,289 25.06 3.80 2.15
21/01/13 85.40 90.15 85.40 87.45 87.56 1,10,571 595 96,81,396 35,210 31.84 4.75 2.05
22/01/13 85.55 87.95 85.00 85.35 86.75 87,655 399 76,04,477 23,283 26.56 2.95 -0.20
23/01/13 85.60 85.60 83.10 83.75 84.38 96,095 583 81,08,684 22,896 23.83 2.50 -1.85
24/01/13 84.25 84.25 77.50 78.55 80.91 1,64,687 1,009 1,33,25,294 76,284 46.32 6.75 -5.70
25/01/13 78.90 79.95 74.10 75.05 77.80 1,16,830 860 90,88,875 35,373 30.28 5.85 -3.85
28/01/13 80.85 89.75 75.55 78.35 78.02 2,57,632 1,896 2,01,00,272 61,456 23.85 14.20 -2.50
29/01/13 82.45 82.45 77.75 78.10 78.72 94,663 855 74,51,552 22,182 23.43 4.70 -4.35
30/01/13 76.15 78.15 73.55 74.50 77.04 97,500 707 75,11,282 27,433 28.14 4.60 -1.65
31/01/13 75.40 75.80 71.70 73.60 74.20 1,14,254 823 84,77,565 30,733 26.90 4.10 -1.80
1/02/13 79.20 79.20 58.90 59.55 64.08 3,57,200 3,555 2,28,88,024 1,17,505 32.90 20.30 -19.65
4/02/13 59.60 59.60 47.65 47.65 48.40 23,43,136 7,501 11,34,07,698 14,60,137 62.32 11.95 -11.95

= 14 lakhs on BSE

So in two lower circuits, in together 57 lakh shares changed hands, which is like 10.38% of the total shares outstanding, and 32% of the free float.

Typo:

So in two lower circuits, in together 47 lakh shares changed hands, which is like 8.5% of the total shares outstanding, and 26% of the free float.

India Max sold the shares for around R48.30 per share which amounted to R4.59 Cr. It held 4.56% stake as on Decembera12 shareholding pattern. Its previous sale was in June last year.
Another significant seller in the counter was one individual, Prashant Desai which sold more than 7.32 lakh shares for about the same price of R47.98.

http://www.dealcurry.com/2013024-CEBBCO-Goes-For-A-Deep-Dive-India-Max-Investment-Sells-More-Shares.htm

Purely on numbers it is screaming buy, but not able to understand the reason for steep fall. Will wait for some time, till the reason becomes more clear. If significant SHs are selling for no apparent reason, it raises some concern. Only situation in which I will avoid this stock, if some corporate governance issues come to light.

Yet another 10% LC. Total pending sell orders of 2.57 Lacs on NSE and 2.75 Lacs on BSE Rs. 43.00 (down 10%) within minutes of opening of trade.

Valuations have become attractive…but still the reason for the fall …?

From the analysis of India max historical SH pattern and avg price during the quarter of acquisition, I think their sale is more a case of capping the losses as yesterday share price was still slightly above their initial acquisition price of the stake sold.

Est

BSE > 1% stake disclosure

Dec-10

Mar-11

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

Feb-13

India Max

NA

2.1%

3.5%

3.6%

3.6%

3.6%

2.9%

4.2%

4.6%

2.8%

AVG share price during quarter

37.2

37.4

38.5

44.8

60.9

71.3

90.7

100

48 (sell price)

If the significant shareholders knew something that others did not, they would have got out much earlier. This does give exit opportunity everyday and it looks like they have finally thrown in the towel. I have put in a stoploss buy order for a small quantity and intend to accumulate when this starts trading.

A financial entity called SS Corporate Securities Limited had bought three lakh shares at Rs47.65. Prasant Desai sold 4,02,398 shares at Rs47.98. Earlier, he had purchased 10 lakh shares at a price of Rs101. FII holdings have actually come down from 15%, since the IPO on October 2010, to less than half of that – around 6%.

this ss securities is promoted by a certain guptaji… maybe a relative??? else he must have guts !

some more details…this might be the reason ?

whois Prashant Desai: Prashant Desai, a chartered accountant and Biyanias chief investment officer (or Head of Investor Relations) for many years is slated to join Antique Capital, a boutique investment firm, as a partner with two others. The man was slated to head Kishore Biyanias ambitious project Future Ventures. Senior industry sources who know him well said itas a big loss for Pantaloon Retail as he is a `thorough guy with great contacts in the investor community. We are surpised Biyani let him goaa. This will be the second top-level exit from the Future Group, the first being Sanjiv Gupta (who was a managing director in Indivision Capital) who moved on to float an infrastructure fund a Vision Global a with Srei Group and US headge fund, Fursa. Desai started his career in Kolkata with a consultancy firm, and was later picked up by Biyani, who also started his venture in the city. A very close confidante of Biyani, he was engaged in all non-operational matters, from raising funds to striking mergers and aquisitions. In between, he left to join Rakesh Jhunjhunwalaas firm but came back to Pantaloon soon after.

Decembera12

Link: http://www.dealcurry.com/2013024-CEBBCO-Goes-For-A-Deep-Dive-India-Max-Investment-Sells-More-Shares.htm http://www.dealcurry.com/2013024-CEBBCO-Goes-For-A-Deep-Dive-India-Max-Investment-Sells-More-Shares.htm Link: http://www.dealcurry.com/2013024-CEBBCO-Goes-For-A-Deep-Dive-India-Max-Investment-Sells-More-Shares.htm

I found following arguments in money life article for possibility of something wrong in the company. I have no investment in the company and unless there is some clarity no intention to buy, but just presenting my thoughts in blue on money life arguments:

Resignation of CFO: 1) On 1st December 2010 CEBBCO announced that the Chief Financial Officer Abhijit Kanvinde, resigned with effect from November 30, 2010. Mr Kanvinde was the at the time of the IPO 2) On 7th February 2012 Mr. Amit Jain, CFO, resigned and Mr. Abhijit Kanvinde was appointed as the CFO again. [I think the fact that same CFO agreed to join again, atleast shows that earlier Abhijit might have left for better opportunity or conflict with mgt, but very less probability that he left because of existence of some fraud]

On 10th August 2011 CEBBCO informed the stock exchanges BSE that Mr. Bharat Bakhshi, nominee director of New York Life Investment Management Fund (FVCI) from the board of CEBBCO. He was a director at the time of the IPO. [I guess it is more to do with the fact that, fund intend to divest its stake and as a practice, before fund divest their stake they resigned from BoD to protect themselves from inside trading allegations. By June 2012, fund divested its stake completely]

Mr. Shyam Mani was appointed [Aug. 2011] as additional director on the board of the Company after resignation of New York nominee director. On 30th January 30 2012, Mr Shyam Mani resigned. He was with the company barely there was six months. The Board decided that Mr. Kailash Gupta, CMD should request Mr. Mani to continue but Mr Mani obviously had made up his mind and so on 15th February 2012 the Board accepted Maniâs resignation.

On 15th December 2011 Mr. A. K. Rao (Independent Director) resigned and Mr. Praveen Kumar was appointed as an independent Director of the Company. Mr. AK Rao was an Independent Director prior to the IPO

Margin call trigger might have led to fall,http://www.moneycontrol.com/video/business/margin-call-trigger-may-have-led-to-40-fall-cebbco_818327.html

CANARA ROBECO MUTUAL FUND and India Max Inv fund have exited totally. AS per my calculations Canara had around 1% stake in Dec-12 [source: Valueresearchonline.com] and India Max had around 4.6%. There were some abnormal high volumes. Some appears to be from high volume trading firmCROSSEAS CAPITAL. Infact Crosseas volumes itself amount to 41.16 lakh which is around 20% of the combined volumes on BSE and NSE. There seems to be some genuine buying too from firms likeMARYADA BARTER whose name appears at the time of attempted takeover of Tide water

Date

Client Name

Remarks

Buy/Sell

Quantity Traded

Trade Price / Wght. Avg. Price

Abnormal transactions

% stake

05-Feb-13

CROSSEAS CAPITAL SERVICES PVT. LTD.

cost trading platforms for high volume day traders

BUY

1,029,492

48.5

1.9%

05-Feb-13

CROSSEAS CAPITAL SERVICES PVT. LTD.

cost trading platforms for high volume day traders

SELL

1,030,086

47.8

1.9%

05-Feb-13

JAYNEEL SECURITIES PRIVATE LIMITED

Active entity in market, but no details available

BUY

393,547

47.1

0.7%

05-Feb-13

JAYNEEL SECURITIES PRIVATE LIMITED

SELL

393,547

47.1

0.7%

05-Feb-13

NIRANJAN T PRAJAPATI

BUY

288,233

44.3

0.5%

05-Feb-13

NIRANJAN T PRAJAPATI

SELL

288,233

44.1

0.5%

05-02-2013

CROSSEAS CAPITAL SERVICES PRIVATE LIMITED

cost trading platforms for high volume day traders

Sell

1028281

48.5

1.9%

05-02-2013

CROSSEAS CAPITAL SERVICES PRIVATE LIMITED

cost trading platforms for high volume day traders

Buy

1028875

47.8

1.9%

Normal transactions

05-Feb-13

CANARA ROBECO MUTUAL FUND

Appear to have exited fully from across all its funds

SELL

460994

50.2

0.8%

05-Feb-13

INDIA MAX INVESTMENT FUND LTD

In Dec -12, 4.6%, now exited totally

SELL

630226

45.3

1.1%

05-Feb-13

INDIA MAX INVESTMENT FUND LIMITED

S

860000

45.0

1.6%

05-Feb-13

MARYADA BARTER PRIVATE LIMITED

P

356357

50.8

0.6%

05-Feb-13

PAT FINANCIAL CONSULTANT PVT LTD

P

1280000

43.1

2.3%

05-Feb-13

RAJEEV GUPTA

S

749011

43.0

1.4%

CNBC interview of Kailash Gupta yesterday:

http://www.valuepickr.com/forum/untested-worth-a-look/722779333/conversation_view?b_start:int=30&-C=

AxisDirect has come up with a buy recommendation, they have reduced target from 123 to 113. Axis bank has funded WC loan, though there might not be any direct relation with the investment arm.

Sorry the wrong link get posted above for the interview, the correct link is:

Message passed on by someone, who can’t directly comment on this thread

Spoke to HSBC bank, who are the WC bankers of the company. Their feedback is:

  1. they have been bankers to the company for past 7 years, and its track record does not show any kind of corp. misgovernance.

  2. Cos debtor days has stretched in last 4-5 months as payments are being withheld by its clients. Accordingly bank has put the company on watch list .

Disc: Recently invested ~@50; I may be biased; there may be high risks; please do your own due diligence

I am not familiar with the business, but felt compelled to look up. Read up the discussion here and Abhishek’s and Rudra’s blogs to bring myself upto speed quickly.

Here are some immediate thoughts:

Let’s take Corp Governance issues are not there.

Business Quality is not great. It will keep having cyclicality/other issues from time to time. Past track is chequered. Odds of sustained success therefore were never that great/certain. RoA/RoE is really poor. The real pull for the stock was the superlative growth registered so far. But this has slacked dramatically in last 3 months, Avg WC at 30%+ of Sales is getting further stretched and may end up similar to 50% levels as in the bad years. FY14 no more looks that good.

One way to look at the easy capitulation by invested HNIs/Funds - these guys have very good insights/visibility into current operations and near to medium term outlook. If things ahead looked as promising as before, they might have held on. They didn’t. So the stock isn’t into real strong hands, who are in for the long term.

May not be worth that punt. There are better more certain bets around.

Would love some rebuttal to keep refining our thinking/selection criteria.

-Donald

_

Thanks a lot Donald, this removes worries on corporategovernance

Message thread _

Reasons not to buy:

  1. First of all it was never and it will never be a secular growth story driven by increasing penetration of FBV. Thatâs the story that all the brokers have sold till date. First of all itâs the headline number of 20-25% penetration is the wrong way to look at it. The entire penetration is in tipper segment which account for hardly 20-25% of CV segment and trucks which account for 60%, penetration is less than 5% [Source for penetration no. Emkay global report]. Company derives 50% of its revenues from tippers and ~60% of its revenues come from Tata Motors [FY12], itâs near term performance is dependent on continued demand in tippers/Tata Motors. So in simple words it was and will remain a cyclical play till there is institutionalisation in transport segment like in mining and construction. Donât expect unorganised sector to pay 30-50% premium to get the body work from organised player and forgo option of overloading.

  2. Fabrication is a Low entry barrier business. When the growth picks up, existing players can expand the capacity or new players can easily enter putting pricing pressure.

  3. With weakness in road tariff, mess in mining and construction sector, CV volume and more specifically tipper volume will remain under stress. Tata motors have reported 50% y/y decline for last 3 months and Ashok Leyland has declared a day off every week to control excess inventory

Reasons to buy:

  1. One of the best companies to play cyclical theme for commercial vehicle. Around 45-50, stock will be trading around BV and will provide 3-4% dividend yield for FY13 [quite possible that profit may crash in FY14 if CV sales do not recover for next 6-9 months]

  2. A Tier I supplier in auto ancillary business has to go through a trial period of 18 months to prove its quality with the leading OEMs.

  3. At current price, secular increase in FBV is not factored in. Infact, now it is rightly being treated like any other cyclical play for eg. ZF steering which trades around BV. Ofcourse, ZF steering enjoy huge entry barriers and enjoys high and consistent margins.

I do not think anyone can time or predict the peak and trough in cycles. As Howard Mark says you need to understand where you stand in terms of cycle. We are in downturn cycle for CV and now stock price correctly reflects that. Taken a starter position, as I am not yet done with my analysis. My main worry is to what extent competition can take away the upside when growth starts and the consequent pricing pressure.

IMHO, The way to invest in cyclical is to restrict investment in each company to around 3-4% and find additional companies in same sector and one can thus take the exposure to around 10% with the help of 2-3 companies. SIP is the best way to invest in cycles. If one invest in sound companies in cyclical downturn, there ispossibilityof getting multi-baggers.