Octav Investments Ltd merged Share Price directors Report
OCTAV INVESTMENTS LIMITED
(Formely known as MP POWER LINE LIMITED)
ANNUAL REPORT 2007-2008
DIRECTORS REPORT
DIRECTORS REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:
Dear Shareholders,
Your Directors present the Fifth Annual Report for the year ended 31st
March 2008.
FINANCIAL RESULTS:
(Rs. in lacs)
For the
Year ended
31.3.2008
Total Income -
Profit/(Loss) before Depreciation and Tax (5.34)
(-) Depreciation -
Profit/(Loss) before Tax (5.34)
(-) Tax Profit/(Loss) after Tax (5.34)
-
DIVIDEND:
Your Directors have not recommended payment of dividend to the equity
shareholders due to absence of profits.
STATE OF AFFAIRS:
During the period under review, the company has acquired the Investment
Division of KEC International Limited pursuant to a Scheme of Arrangement:
SCHEME OF ARRANGEMENT:
A Scheme of Arrangement was proposed between National Information
Technologies Limited, RPG Transmission Limited, the company and KEC
International Limited and their respective shareholders envisaging
interalia demerger of the Investment. Division of KEC International
Limited to the company. The Scheme became effective on 30th January 2008 on
filing of the Orders of the Honble High Courts with Ministry of Corporate
Affairs.
On the Scheme becoming effective, the issued, subscribed and paid-up share-
capital of the company as on that date, being Rs. 5 lacs divided into
50,000 equity shares of Rs. 10/- each, stood cancelled. The consideration
for taking over of the Investment Division of KEC International Limited has
been discharged by the company by issuing 30,14,869 fully paid-up equity
shares of Rs. 10/- each to the shareholders of KEC International Limited as
on 18th February 2008, the Record Date. The company has made applications
to Bombay Stock Exchange Limited and National Stock Exchange of India
Limited for listing of the shares, issued pursuant to the Scheme, on the
said exchanges and has received in principle approval for listing of
the,said shares from Bombay Stock Exchange Limited.
CHANGES IN MEMORANDUM OF ASSOCIATION:
Change of Name:
The company was incorporated under the Companies Act, 1956 as a private
limited company on 24th January 2003 as MP Power Line Private Limited. The
company was converted into public limited company on 2nd August 2007 and
subsequently the name of the company was changed from MP Power Line Limited
to Octav Investments Limited with effect from .10th January 2008 on receipt
of fresh certificate of incorporation consequent upon change of name from
the Ministry of Corporate Affairs.
Change in Authorised Capital:
The company was incorporated with authorized capital of Rs. 1 Crore divided
into, 10,00,000 equity shares of Rs. 10/- each. The authorized capital of
the company was increased to Rs. 5 Crores divided into 50,00,000 equity
shares of Rs. 10/- each.
Change in Objects Clause:
The Objects Clause of the company was changed by inserting a new clause
relating to carrying on of the investments business.
INDUSTRY OVERVIEW AND FUTURE OUTLOOK:
The Indian economy continued its upward turn with its GDP showing
consistent growth. The stock market has gone through a very volatile phase
with the barometer Sensex indicators fluctuating. widely throughout the
year. The upward movement of the capital market indices and other similar
indicators during the year was mainly driven by Indian economy growing at a
faster rate, better corporate performance, mergers and acquisitions in the
country and abroad by certain large corporates and increasing inflow of
funds. As such, there are ample investment opportunities in the capital
market in view of the growing Indian economy.
OPPORTUNITIES AND THREATS:
The vibrant and evolving capital markets alongwith robust and stable
economic growth has created a vast pool of opportunities that can be
tapped. The company explores these opportunities to increase its area of
business on making strategic investments in key sectors of the economy.
RISKS AND CONCERNS:
The companys assets are prone to general risks associated with global and
domestic economic conditions, change in Government regulations, tax
regimes, other statutes, financial risks and capital market fluctuations in
respect of investments held by the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company maintains a system of strict internal control,, including
suitable monitoring procedures. Significant issues are brought to the
attention of the Audit Committee of the Directors.
The internal controls existing in the company are considered to be adequate
vis-a-vis the business requirements.
HUMAN RESOURCES/INDUSTRIAL RELATIONS:
As the company does not carry out any manufacturing activity, no workmen
were employed during the year.
FIXED DEPOSITS:
During the year, the company has neither accepted nor invited deposits from
the public.
DIRECTORS:
Mr. Vimal Kejriwal, Mr. Ramawtar Gupta and Mr. Ch. V. G., Jagannadha Rao
ceased to be Directors during the year. The Board wishes to acknowledge and
record its appreciation for the contributions made by Mr. Kejriwal, Mr.
Gupta and Mr. Rao during their tenure as directors of the company.
Mr. T.M. Elavia, Mr. Suresh Mathew and Mr. H.N. Singh Rajpoot were
appointed as Directors on 6th August 2007. Mr. J.M. Kothary was appointed
as a director on 31st January 2008. The term of office of Mr. T.M. Elavia,
Mr. Suresh Mathew, Mr. H.N. Singh Rajpoot and Mr. J.M. Kothary expires on
the date of the ensuing Annual General Meeting. The company has received
notices from members under Section 257 of the Companies Act, 1956 proposing
their appointment as directors of the company. In compliance with the
Listing Agreement, the brief resume, expertise and details of other
directorship, membership in committees of other companies and the
shareholding in the company of the aforesaid Directors proposed to be
appointed are attached along with the Notice to the ensuing Annual General
Meeting.
AUDITORS:
M/s. Dinesh Jain & Co., Chartered Accountants, Mumbai were appointed as the
auditors of the company to hold office-from the date of conclusion of the
Fourth Annual General Meeting till the conclusion of the ensuing Annual
General Meeting. The shareholders are requested to re-appoint M/s. Dinesh
Jain & Co., to hold office frorri the conclusion of the ensuing Annual
General Meeting till the conclusion of the next Annual General Meeting and
authorise the Board and Audit Committee to fix their remuneration.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The company has not carried out any manufacturing activities or activities
pertaining to exports and there was no foreign exchange earnings or outgo
during the period. As such, the Directors have nothing to report in terms
of the provisions of Section 217(1)(e) of the Companies Act, 1956, together
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo.
CORPORATE GOVERNANCE:
As required by the Listing Agreement with the Stock Exchanges, a separate
section containing Corporate Governance as approved by the Board of
Directors, together with a certificate from the companys auditors
confirming the compliance with the requirements of Corporate Governance
policies is set out in the annexure forming part of this annual report.
DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of the company hereby state and confirm that:
a) The companys accounts for the financial year ended 31st March 2008 have
been prepared according to the applicable Accounting Standards;
b) The management has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the loss of the company for
the year under review;
c) Sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the company for preventing and detecting fraud
and other irregularities;
d) The accounts for the financial year ended 31st March 2008 have been
prepared on a going concern basis.
PARTICULARS OF EMPLOYEES:
No employee has drawn salary in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956 read with the rules made
thereunder.
ACKNOWLEDGEMENT:
The Directors acknowledge with gratitude the co-operation and assistance
provided by the Companys business associates and shareholders.
On behalf of the Board of Directors
T.M. Elavia
Chairman
PLACE: Mumbai
DATE : 30th May, 2008