In a possible new twist to the Octant saga, we discovered that Octant isn’t interested in getting Five X listed, but merely paying itself money in the form of preferential rights

In a possible new twist to the Octant Industries saga, it is now revealed that the company is not interested in listing Five X Finance but is merely paying itself money in form of preferential rights. Both Octant and Five X were demerged in December 2010. In an extraordinary general meeting, held on 8th February, Octant allotted 56.52 lakh shares to its promoters and non-promoters on a preferential basis.

In a regulatory filing to the BSE, Octant Industries said it allotted 11.71 lakh shares, or 4.61% of the post-issue capital, to Chittaranajan Sahu, who is the promoter of Octant. It also vested shares in Rupiya Paisa Fininvest Consultancy Pvt Ltd (Rupiya) and Mahanadhi Investment Advisory Services Pvt Ltd (Mahanadhi). Both companies got 8.81% of the post-issue capital in form of preferential shares. A total of 56.52 lakh shares were issued at a price of Rs23 per share. Who are these companies?

According to website of the Ministry of Corporate Affairs (MCA), both Rupiya and Mahanadhi were registered on same date—4 November 2011—and are based in Andhra Pradesh. Therefore, we can conclude that these companies were created by promoters as front-running entities to get preferential allotment through the ‘non-promoter’ route. One of the directors of Rupiya is ‘Nagendra Sahoo’, whose name bears resemblance to Manmohan Sahu, one of the promoters of Octant. Therefore, it is quite possible that the company issued 13.42% of Octant’s equity to the Sahu family.

According to company’s filings with the BSE, the purpose of this preferential issue was to finance “the ongoing power project and meet its financial institutions requirements”. However, if we look at Octant’s regulatory filing, on 1 April 2011, it budgeted around Rs55 crore for the 10MW biomass project, which would take 15 months to complete (estimated date of completion July 2012), and nearly 85% of the company’s net-worth. During 2010-11, Octant made profits of Rs1.6 crore and paid Rs1.3 crore in interest expense alone. From where would it get money to fund Rs55 crore? It made profits of Rs1.6 crore, which is just 2% of the cost of the capex, and therefore funding the capex from internal accruals will take a very long time, especially when the budgeted time frame is 15 months. Why they have raised only Rs13 crore is a mystery.

Earlier, in a follow-up to the Octant report published by Moneylife on 27th January (Shareholders ‘X’cluded from cashing on their hard-earned investments by regulators and company), we delved further into the details of the deal of the demerger between Octant Industries and Five X Finance and Investment (Five X). We also discovered that Five X isn’t the only company that has robbed shareholders of their hard-earned money.

We also wrote, in the same piece, that Girraj Kishor Agrawal, who is a signatory to Five X, didn’t have squeaky clean record. In fact, he has been investigated and, not directly, implicated in the past. We sought to dig up extra information on the peculiar character and his past, and came up with interesting findings. We came across the following companies where is was/still is a director:

Socrus Bio Sciences, Concurrent (India) Infrastructure, Handful Investrade Pvt Ltd, Golden Steel Industries Pvt Ltd, Kayaguru Health Solutions Pvt Ltd, NCL Research and Financial Services, Kayaguru Wellness Pvt Ltd, Kayaguru Insurance Broker Pvt Ltd, Keystone Stockfin Pvt Ltd, Shree Nath Commercial & Finance, Axon Infotech, Out of City Travel Solutions, GSR Techno Consultancy Pvt Ltd, Banas Finance and Esaar (India) Limited

Out of these companies, as many as eight companies, highlighted in italics, shared the same postal address, along with Five X. One could not help but wonder if GK Agrawal was running multiple companies from the same address and looting shareholders’ money.

Socrus Biosciences, which we mentioned in our earlier piece, was implicated by the Securities and Exchange Board of India (SEBI) in 2009 for incorrectly reporting shareholding pattern. At that time, Mr Agrawal was part of the promoter group, along with Raj Kishor Agrawal. Mr Agrawal resigned as director in 2009 after SEBI started to pursue the company for infringements and only levied a fine. No surprising, the company was renamed from Tanu Healthcare to Socrus Biosciences after this incident. Renaming companies is one of the oldest tricks in the books to avoid murky pasts and squeak by regulators and swindle shareholders. Mysteriously, the number of promoters shrank from 10 to two during June 2010-September 2010 period. During this period, we noticed that the share price had not only gone up from Rs3 to Rs10, but the names of Mr Agrawal and, possibly his kin, Raj Kishor Agrawal were no longer featured in the promoter’s section. It is presumed they sold their shares when the price went up by 233%.

In a similar case, between 15 March 2011 and 26 April 2011, just days after Octant Interactive was renamed to Octant Industries (8 March 2011), Ms Indira Sahu, wife of Manmohan Sahu, had sold off 6,10,095 shares of Octant Industries for a whopping Rs1.31 crore at an average price of Rs21.56. The price is currently Rs9-Rs10. This either shows lack of confidence in the future of the business or promoters running away with public money, or both. Incidentally, Socrus has been renamed not once but twice! First, it was known as Shreeji Analytical Labs, which then became Tanu Healthcare and finally became Socrus Bio Sciences. Tanu Healthcare was only fined by SEBI, Rs50,000 on 17 June 2010 for not disclosing shareholder information.

Another company where GK Agrawal was a signatory—Concurrent India Infrastructure (Concurrent)—was also renamed twice. The company was slapped with a Rs1,50,000 fine by SEBI for incorrectly reporting shareholder figures, in May 2010. First it was known as Tanu Leafin & Investments before renaming itself to Khusagra Software (in 1999) and then finally Concurrent India Infrastructure on 16 November 2009. This is an interesting case where the company based its name after the hottest sector in the respective time periods. In the nineties, leasing companies were popular (Tanu Leafin), then in the early and mid 2000s it was software that was the latest craze (Khusagra), and now infrastructure is the sector to be in (Concurrent). Incidentally, Khusagra was a shareholder of Octant till December 2009, as well as Socrus Biosciences till September 2007. Khusagra and Concurrent merged together in 2009.

If one looks at the shareholding pattern of Octant carefully, the entities—Khusagra, Keystone Stock Fin Pvt Ltd (another company where GK Agrawal was a director till 22 September 2010), Tanu Healthcare (present day Socrus Biosciences), Raj Kishore Agrawal and Tanu G Agrawal all ceased to be shareholders after December 2009. In December 2010, the year when the demerger between Octant and Five X was announced, the “Sahu family” took over the reins of the company. It is still not known whether Five X will ever get listed.

The underwriter to the Five X issue is a Mumbai-based company known as First Call Equity Advisors, which had associations with GK Agrawal companies in the past. They held more than 1% stake in Socrus Bio Sciences until March 2010, and Accentia Technologies till March 2009. Incidentally, Accentia held shares in Octant (erstwhile Octant Interactive, before the demerger) from January 2009 till September 2010, where its stake was as high as 11%. It was mysteriously a ‘promoter’ of Octant Interactive, for the first three months, from January 2009 till March 2009. First Call Equity Advisors currently holds 3.72% of Octant. Dr Sastry of First Call denied the allegations that they were the lead manager. However, a Five X official had confirmed the same.

What we can see is possibly a broad scheme to swindle shareholders and run away with their money. Five X and GK Agrawal aren’t the only culprits. We cannot rule out a possible coordination between the Sahu family and the Agrawal family. However, it is clear that Five X investors will not get back their money soon, unless the BSE and SEBI stand up against companies like Octant and punish the culprits.