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Octav Investments Directors Report, Octav Invest Reports by Directors
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Octav Investments
BSE: 533010|NSE: OCTAV|ISIN: INE120J01019|SECTOR: Finance - Investments
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Directors Report Year End : Mar '08    «
The 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 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
 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.  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 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
 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(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.
 
 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
 
 Mumbai                                                   T.M. Elavia
 30th May 2008                                               Chairman
Source : Dion Global Solutions Limited
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