The Directors present the Fifth Annual Report for the year ended 31st
(Rs. in lacs)
Total Income -
Profit/(Loss) before Depreciation and Tax (5.34)
(-) Depreciation -
Profit/(Loss) before Tax (5.34)
Profit/(Loss) after Tax (5.34)
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
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 EM 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 OVERVEW 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
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
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.
During the year, the company has neither accepted nor invited deposits
from the public.
Mr. Vimal Kejriwal, Mr. Ramawtar Gupta and Mr. Ch. V. 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
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 from 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
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(l)(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.
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
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
The Directors acknowledge with gratitude the co-operation and
assistance provided by the Companys business associates and
On behalf of the Board of Directors
Mumbai T.M. Elavia
30th May 2008 Chairman