Mar 31, 2015
Dear Shareholders,
The Board of Directors take pleasure in presenting the 15th Annual
Report on the business and operations of your Company together with
Audited Financial Accounts for the Financial Year ended 31st March,
2015.
REVIEW OF OPERATIONS
The Financial performance of the Company for year ended 31st March,
2015 is summarized below:
(Rs, Million)
Standalone Consolidated
Particulars
FY 2015 FY 2014 FY 2015 FY 2014
Revenue 1,187 338 1,411 489
Expenditure 2,004 2,512 2,219 2,755
Profit / Loss
after tax (1,024) (1,489) (1,024) (1,605)
Minority Interest - - (8) (43)
Profit / Loss after
Minority Interest (1,024) (1,489) (1,016) (1,562)
(Rs,Million)
Standalone Consolidated
Particulars
FY 2015 FY 2014 FY 2015 FY 2014
Share Capital 1,140 1,140 1,140 1,140
Reserves & Surplus 5,749 6,778 6,840 7,868
Net worth 6,889 7,918 7,979 9,008
Minority Interest - - 1,281 1,336
Non-current
liabilities 3,198 3,637 4,275 4,752
Current Liabilities 10,984 10,458 12,249 11,596
Total liabilities 14,182 14,095 6,524 16,348
Non-current Assets 7,172 8,905 9,433 10,082
Current Assets 13,904 13,107 16,357 16,609
Total Assets 21,076 22,013 25,790 26,692
BUSINESS REVIEW
During the FY 2014-15, your Company achieved total revenue amounting to
Rs. 1,411 Million as against previous year's revenue of Rs. 489 Million
on a consolidated basis. Your Company has suffered a consolidated loss
after tax (after minority interest) of Rs. 1,016 Million for the year
as against a loss of Rs. 1,562 Million during the previous year.
DIVIDEND
In view of loss during the year, the Board of Directors have not
recommended any dividend for the financial year 2014-15. TRANSFER TO
RESERVE
The Company did not transfer any amount to reserve this year.
DEPOSITS
Your Company has not accepted any deposits in terms of the provisions
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance
of Deposits) Rules, 2014 as amended, during the year under review.
SUBSIDIARIES
Orbit High city Private Limited
Orbit High city Private Limited (OHCPL), incorporated on 19th December,
2007 is a material subsidiary of your Company. It was formed with the
objective of developing large sized projects like gated townships in
the Mumbai Metropolitan region. OHCPL is in the process of developing a
project called "Orbit Mandan" situated at Mandwa, a gated township with
high end amenities and features.
The Company has entered into Investment Agreement on 27th January, 2010
with IL&FS Trust Company Limited, IIRF India Realty X Limited, Moltana
Holdings Limited, Rodere Holdings Limited and Orbit Corporation Limited
to raise funds for the development of project on the property situated
at Mandwa, District Alibaug, and Maharashtra. The holding of your
Company in OHCPL as on 31st March, 2015 is 52.57%.
Orbit Residency Private Limited
Orbit Residency Private Limited (ORPL) is a wholly owned subsidiary of
your Company. ORPL was incorporated with the objective to acquire and
develop projects of up to 1,000 Sqr Mtrs or yielding a saleable area of
less than 35,000 sq. ft.
Ahinsa Buildtech Private Limited
Ahinsa Buildtech Private Limited (ABPL) is a subsidiary of your
Company. ABPL, has acquired property called 'Orkay Mills' situated at
Andheri-Kurla Road, Saki Naka, Andheri East and is developing a
residential project called "Orbit Residency Park".
Orbit Habitat Private Limited
Orbit Habitat Private Limited (OHPL) is a wholly owned subsidiary of
your company. OHPL is currently scouting for opportunities for
redevelopment in the island city of Mumbai.
During the year the following companies ceased to be subsidiaries of
the Company
Mazda Construction Company Private Limited ('Mazda') and a subsidiary
of Mazda, i.e. Karmik Designs Private Limited ('Karmik'), ceased to be
subsidiaries of your Company consequent upon the transfer by the
Company of 1,00,000 equity shares of the 'Mazda' to 'Jindal Equipment
Leasing & Consultancy Services Private Limited' on 8th December, 2014.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements of Accounting Standards AS 21 (read
with AS 23), issued by the Institute of Chartered Accountants of India,
the Consolidated Financial Statements of the Company and its
subsidiaries and associate are annexed to this Annual Report. A
Statement containing salient features of the financial statements of
subsidiaries is annexed herewith as Annexure "A".
The consolidated financial statements have been prepared on the basis
of audited financial statements of the Company, its subsidiaries and
associate company, as approved by their respective Board of Directors
except three subsidiary companies for which the financial statements
are unaudited/certified by the management.
The consolidated financial statements of the Company for the financial
year 2014-15 are prepared in compliance with applicable provisions of
the Companies Act, 2013 and Accounting Standards.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Companies Act, 2013, Mr. Ravi
Kiran Aggarwal, Whole Time Director of the Company and Mr. Pujit
Aggarwal, Managing Director and CEO, are liable to retire by rotation
in the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
Mr. Satish Chandra Gupta and Mr. Raman Maroo resigned as Non-Executive
Independent Directors of the Company. The Board extends appreciation
for their valuable contributions made during their tenure.
Mr. Naresh Maganlal Shah (DIN No. 02285870) and Mr. Rahul Pratapchand
Kapoor (DIN No. 05138320) both were appointed as additional directors
in the category of Non-Executive Independent Directors of the company
w.e.f. 27th May, 2015 whose terms of office expire at the ensuing
Annual General Meeting and in respect of whom the Company has received
notices in writing from the members of the Company, pursuant to the
provisions of Section 160 of the Companies Act, 2013, signifying their
intentions to propose the candidatures of Mr. Naresh Maganlal Shah and
Mr. Rahul Pratapchand Kapoor for their appointments as Directors of the
Company, not liable to retire by rotation, for such period as may be
approved by the members of the company at the ensuing Annual General
Meeting. Their appointments as Independent Directors are now being
placed before the Members for their approval.
The Company received a letter from IDBI Trusteeship Services Limited
(Debenture Trustee) to appoint Mr. Sanjay Phadke as Nominee Director on
the Board of the Company on behalf of Edelweiss Commodities Services
Limited, a Debenture holder, as per the provisions of Debenture Trust
Deed. Accordingly, Mr. Sanjay Phadke (DIN No. 07111186) was appointed
as Nominee Director on behalf of Edelweiss Commodities Services Limited
by way of resolution of the Board of Directors passed by circulation on
3rd June, 2015.
Mr. Manoj Raichandani appointed as Chief Financial Officer of the
Company on 7th July 2014 and was elevated to President  Finance.
However, Mr. Raichandani resigned from the Company on 11th May 2015.
Ms. Smita Pramanik was appointed as Chief Accounting Officer with
effect from February 24, 2015 with the duties of KMP under the Listing
Agreement and under the Companies Act, 2013 who later resigned on 30th
May 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
a. in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b. the directors have 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 as at March 31, 2015 and of the profit and loss of the
company for that period;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis;
e. the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
-Internal Financial Controls" means the policies and procedures adopted
by the Company for ensuring the orderly and efficient conduct of its
business, including the adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial information;
f. the directors have devised proper systems to ensure compliances
with the provisions of the applicable laws and that such systems were
adequate and operating effectively.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board of Directors of the Company has
initiated and put in place evaluation of its own performance, its
committees and individual directors. The result of the evaluation is
satisfactory and adequate and meets the requirement of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has put in place an induction and familiarization
programmer for Independent Directors in terms of provisions of Clause
49 of the Listing Agreement.
The Familiarization programmer of the Company familiarize the
independent directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
company operates, business model of the Company etc. It also provides
information relating to the financial performance of the Company.
Periodic presentations are made at the Board and Committees meetings
relating to the Company performance.
The details of Familiarization Programmed for Independent Directors are
available on the Company's website at www.orbitcorp.com.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Four meetings of the Board of Directors of the Company were held during
the year. For further details, please refer to Corporate Governance
section of this Annual Report.
STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
CORPORATE GOVERNANCE
Report on Corporate Governance in accordance with Clause 49 of the
Listing Agreements with Stock Exchanges, along with a certificate from
Mukun Vivek & Company, Company Secretaries are given separately in this
Annual Report.
STATUTORY AUDITORS
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of
the Company who retire at the ensuing Annual General Meeting of the
Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder for reappointment as Auditors of the Company. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
Members' attention is invited to the observation made by the Auditors
under "Emphasis of Matter" appearing in the Auditors Reports.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration ( of Managerial
Personnel) Rules, 2014, the Company has appointed M/s S.D. Bargir &
Co., Practicing Company Secretaries, to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Auditor is annexed
herewith as Annexure "B". Members' attention is invited to the
observations made by the Secretarial Auditor in his report for which
explanation has been given hereunder.
As regards point nos. (a),(b),(e) and (f) it may be noted that, the
turmoil faced by the Mumbai Real Estate Players due to the frequent
change in the Development Control Regulation and the Regulatory Logjam
led to entanglement of the company's projects stuck halfway due to the
non-receipt of permissions resulting in non-receipt of sales
receivables and financial mismatch.
As regards point no. (c), it may be noted that, the Company has
contested the said demands raised by the Income Tax Department by
filing appeals before the before the Income Tax Appellate Tribunal and
the Commissioner of Income Tax (Appeal).
As regards point no. (d), it may be noted that, the Company has
effected the PF contribution (employee as well as employer) through
payroll. Due to financial constrains the contribution is yet to be
deposited with PF Authorities. The Company is co-coordinating with PF
Officials for seeking additional time for regularizing contribution
payment.
As regards point no. (g), it may be noted that due to frequent
resignations and exits of the staffs from the secretarial department of
the company, necessary formalities relating to filing of forms and
documents with the Registrar of the companies got delayed. However,
most of the forms and documents have been filed with the Registrar of
the company upto the date of this report and remaining are under
process of filing.
As regards point no. (h), it may be noted that the promoter directors
namely Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal have resigned
from various companies to bring the total number of their individual
directorships within the permissible limit."
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of section 135 of the Companies Act, 2013 and the Rules made
thereunder, the Board in its meeting held on 12th August,
2014 constituted a Corporate Social Responsibility Committee (CSR
Committee), which however was reconstituted on 13th February
2015 due to change in directors of the company. The CSR Committee
comprises of directors namely Mr. Abdul Mohammad Sattar, Chairman of
the committee, Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal as other
members.
The report as per Section 135 of the Companies Act, 2013 read with
Companies (CSR Policy) Rules, 2014 is attached as Annexure "C".
AUDIT COMMITTEE
The Audit Committee comprises of Directors namely Mr. Abdul Mohammad
Sattar, Mr. Naresh Maganlal Shah, Mr. Rahul Pratapchand Kapoor and Mr.
Ravi Kiran Aggarwal. All the recommendations made by the Audit
Committee were accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil mechanism for Directors & employees
and the same has been communicated to the Directors & employees of the
Company.
POLICY RELATING PROTECTION OF WOMEN AT WORKPLACE FROM SEXUAL HARASSMENT
The Company has constituted an 'Internal Complaints Committee' (ICC)
pursuant to the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressed) Act, 2013 for addressing the
complaints / grievances on the sexual harassment of women at work
places.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure "D".
RISK MANAGEMENT
Pursuant to the requirement of clause 49 of the listing agreement with
the stock exchanges, the Company has constituted a Risk Management
Committee which assists the Board in drawing up, implementing,
monitoring and reviewing the Risk Management Plan. The main objective
of risk management is reduction and avoidance of risk as also
identification of the risks faced by the business and optimize the risk
management strategies. The Risk Management Policy is reviewed by the
Board of Directors of the Company and the Audit Committee from time to
time so that management controls the risk through properly defined
network. The composition of the Risk Management Committee as on 31st
March 2015 was as under:
S.
No. Name of the Member Category
1 Mr. Ravi Kiran Aggarwal Chairman, Executive Director
2 Mr. Pujit Aggarwal Member, Executive Director
3 Mr. Raajhesh Shah Member
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts/arrangements entered by the Company during the financial
year with related parties were in the ordinary course of business and
on arm's length basis. During the year, the Company did not enter into
any contract/arrangement/transaction with related parties which could
be considered material. Your Directors draw attention of the members to
Note no. 31 to the standalone financial statement and note no. 32 of
the consolidated financial statements which set out related party
disclosures.
Particulars of contracts or arrangements entered into by the Company
with related parties referred to in sub-section (1) of Section 188 of
the Companies Act, 2013 are given in Form AOC-2 attached as Annexure
"E" to this report and forming part of it. Your Company has taken
necessary approvals as required by Section 188 read with Companies
(Meeting of Board and its Powers) Rules, 2014 from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
ORBIT EMPLOYEES STOCK OPTION SCHEME (ESOS) - 2012
Company granted 1,25,000 options during the year 2014-15 under Orbit
ESOS 2012. These options were granted at the exercise price of at Rs.
10/- per option as against the market price of Rs. 21.05 per share at
the time of grant. Details as required by SEBI guidelines are annexed
to this report as Annexure "F".
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company (MGT-9) is attached as Annexure
"G" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration as per Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 is attached as
Annexure "H" to this Report.
Details in terms of the provisions of Section 197 of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration) Rules 2014 the names and other particulars of the
employee is appended as Annexure "I" to the Boards' Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms part of the
Directors' Report and contains all matters pertaining to the industry.
INTERNAL FINANCIAL CONTROL
Your Company has well defined and adequate internal controls and
procedures, commensurate with its size and nature of its operations.
The Company has an Audit Committee, comprising largely of Non-Executive
Directors, which monitors systems, control, financial management and
operations of the Company.
ACKNOWLEDGEMENT
The Directors thank all the Shareholders, customers, dealers,
suppliers, bankers, financial institutions and all the other business
associates for their continued support to the Company and the
confidence reposed in its Management. The Directors also thank the
Government authorities for their understanding and co-operation. The
Directors wish to record their sincere appreciation of the significant
contribution made by the employees of the Company at all levels.
For and on behalf of the Board of Directors
Place: Mumbai Pujit Aggarwal Abdul Mohammad Sattar
Dated: 2nd November, 2015 Managing Director
& CEO Independent Director
(DIN: 00133373) (DIN: 06656299)
Mar 31, 2014
Dear Shareholders,
The Board of Directors take pleasure in presenting the 14th Annual
Report on the business and operations of your Company together with
Audited Financial Accounts for the Financial Year ended 31st March,
2014.
Review of operations
The Financial performance of the Company for year ended 31st March,
2014 is summarized below:
(Rs million)
Particulars Standalone
FY 2014 FY 2013
Revenue 338 2,140
Expenditure 2,512 2,342
Profi t / Loss after tax (1,489) (42)
Minority Interest - -
Profi t after minority (1,489) (42)
Particulars Consolidated
FY 2014 FY 2013
Revenue 489 3,109
Expenditure 2,755 3,087
Profi t / Loss after tax (1,605) 98
Minority Interest (43) 23
Profi t after minority (1,562) 75
Particulars Standalone
FY 2014 FY 2013
Share Capital 1,140 1,140
Reserve & Surplus 6,778 8,262
Net worth 7,918 9,402
Minority Interest - -
Non-current liabilities 3,637 4,069
Current Liabilities 10,458 7,707
Total liabilities 14,095 11,776
Non-current Assets 8,905 8,442
Current Assets 13,107 12,735
Total Assets 22,012 21,177
(Rs million)
Particulars Consolidated
FY 2014 FY 2013
Share Capital 1,140 1,140
Reserve & Surplus 7,868 9,426
Net worth 9,008 10,565
Minority Interest 1,336 1,379
Non-current liabilities 4,752 5,129
Current Liabilities 11,596 8595
Total liabilities 16,348 13,724
Non-current Assets 10,082 9,489
Current Assets 16,609 16,178
Total Assets 26,691 25,667
Business Review
During the FY 2013-14, your Company achieved total revenue amounting to
Rs. 489 million as against previous year''s revenue of Rs. 3,109 million on
a consolidated basis. Your Company has suffered a consolidated loss
before tax (after minority interest) of Rs. 1,562 million for the year as
against a profi t of Rs. 75 million during the previous year.
Dividend
In view of loss during the year, the Board of Directors has not
recommended any dividend for the fi nancial year 2013-14.
Report on Corporate Governance
A separate section on Corporate Governance forming part of the
Directors'' Report and the certifi cate from the Practicing Company
Secretary confi rming compliance of Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement with the Indian Stock
Exchanges is included in the Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report forms a part of the
Directors'' Report and contains all matters pertaining to the industry.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rule, 1975,
the names and other particulars of employees are set out in the
Annexure forming part of this report. However, as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the aforesaid
information are not being sent as part of this report. Any member
interested in obtaining such particulars may write to the Company
Secretary at the registered offi ce of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Sub-section (1)(e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is as
under:
Your Company consumes power to the extent required in its construction
processes besides the utilization of power in administrative functions.
Your Company is committed to the cause of energy conservation and takes
effective steps to conserve energy wherever applicable and possible.
Conservation of Energy:
Energy conservation measures taken N.A.
Additional investment and proposals, if any,
being implemented for N.A.
reduction of consumption
Impact of the measure at (1) and (2) above for
reduction of energy consumption and consequent
impact on the cost of production of N.A.
goods.
Total energy consumption and energy consumption
per unit of production are as under: N.A.
Year Ended Year Ended
Particulars UoM 31.03.2014 31.03.2013
A. Power and Fuel Consumption
a) Purchase
Unit Unit 6,86,246 3,01,722
Total Amount Rs 90,28,009 54,21,934
Rate/ Unit Rs 13 18
b) Own generation (T rough D.G. Set)
1. T rough D.G. Set
Unit
Diesel Oil Consumed Ltr.
Total Amount Rs N.A. N.A.
Avg. Per Ltr. Rs
2. Furnace Oil
Quantity Ltr.
Total Amount Rs N.A. N.A.
Avg. Per Ltr. Rs
B. Consumption Per Mtr. of Production
Production Mtrs.
Electricity Rs
N.A. N.A.
Diesel Oil Rs
Furnace Oil Rs
Technology Absorption:
The Company does not need any technology for its existing business.
The Company has not undertaken any Research & Development Activity
during the financial year under review.
Foreign Exchange Earnings and Outgo:
(Rs million)
Particulars 2013-14 2012-13
Foreign Exchange Outgo Nil 17.78
Foreign Exchange Earned Nil 2.06
Directors
Appointment
Mr. Raman Maroo, Director retires by rotation and being eligible; seeks
re-appointment at the ensuing Annual General Meeting. In view of the
interest of the Company, your Board recommends his appointment as
Independent Directors of the Company for a fi xed term of fi ve years
upto March 31, 2019.
The Board also recommends the appointment of Mrs. Urvashi Saxena, who
was appointed as an Additional Director of the Company on 12th February
2014 pursuant to the provisions of Section 161 of the Companies Act,
2013 to hold offi ce till the date of Annual General Meeting and in
respect of whom the Company has received a notice under Section 160 of
the Companies Act, 2013 along with necessary deposit from the
shareholder proposing the candidature of Mrs. Urvashi Saxena as an
Independent Director of the Company.
Mr. Satish Chandra Gupta and Mr. Abdul Mohammad Sattar were appointed
as Non-Executive Independent Directors of the Company liable to retire
by rotation in accordance with the provision of the erstwhile
provisions of the Companies Act, 1956. The Company has received
notices in writing from members proposing Mr. Satish Chandra Gupta and
Mr. Abdul Mohammad Sattar for appointment as Independent Directors of
the Company for a fi xed term of fi ve years upto March 31, 2019. The
Board recommends their appointment at the ensuing Annual General
Meeting.
The Company has received declarations from all the Independent
Directors of the Company confi rming that they meet with the criteria
of independence as prescribed both under sub-section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Further, brief resume of Directors seeking appointment and
re-appointment as required in terms of Clause 49 of the Listing
Agreement with the Stock Exchanges, are included in the Corporate
Governance Report annexed to this Annual Report.
Brief resume of Directors seeking appointment and re-appointment are
furnished in the notes below the notice of ensuing Annual General
Meeting of the Company.
Appreciation
The Board wants to express heartfelt appreciation to the retiring
director Mr. Kuldip Bhargava for his dedicated, exemplary and
long-standing service.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confi rm the following:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- that the Directors have 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 as at 31st March, 2014 and of the loss of the Company
for that period;
- that the Directors have taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- that the annual accounts for the year ended 31st March, 2014 have
been prepared on a going concern basis.
Statutory Auditors
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of
the Company retire at the ensuing Annual General Meeting. The Company
has received letters from them to the effect that their re-
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualifi ed for re-appointment. The notes on Financial Statements
referred to in the Auditor''s Report are self- explanatory and do not
call for any further comments. Members are requested to appoint the
Statutory Auditors for the current year and to authorize the Board to
fi x their remuneration.
Cost Auditors
M/s. R. Kothari & Associates, Cost Accountants have certifi ed Cost
Record Compliance report for the fi nancial year ended 31st March,
2014.
Reconstitution of Committees
Audit Committee
The Audit Committee was reconstituted in the Board Meeting held on 13th
August, 2013 and its membership as on 31st March, 2014 stands as- Mr.
Raman Maroo, Mr. Ravi Kiran Aggarwal, Mr. Satish Chandra Gupta and Mr.
Abdul Mohammad Sattar.
Stakeholders Relationship Committee (vice Shareholders'' / Investors''
Grievance Committee)
The Shareholders'' / Investors'' Grievance Committee was reconstituted in
the Board Meeting held on 13th August, 2013 and its membership as on
31st March 2014 stands as- Mr. Raman Maroo, Mr. Ravi Kiran Aggarwal,
Mr. Pujit Aggarwal, Mr. Satish Chandra Gupta and Mr. Abdul Mohammad
Sattar.
The terms of reference of ''Shareholders / Investors'' Grievance
Committee'' was conferred on the newly constituted ''Stakeholders
Relationship Committee'' on 12th February, 2014, consequently
''Shareholders / Investors'' Grievance Committee'' was renamed and
reconstituted accordingly.
Human Resources, Nomination and Remuneration Committee (vice
Remuneration Committee and Compensation Committee)
Compensation Committee
The Compensation Committee was reconstituted in the Board Meeting held
on 13th August, 2013 in view of the resignation of Mr. Kuldip Bhargava
and induction of Mr. Abdul Mohammad Sattar in the Committee.
Remuneration Committee
The Remuneration Committee was reconstituted in the Board Meeting held
on 13th August, 2013 in view of the resignation of Mr. Kuldip Bhargava
and induction of Mr. Abdul Mohammad Sattar in the Committee.
The terms of reference of ''Remuneration Committee'' and ''Compensation
Committee'' were conferred on the newly constituted ''Human Resources,
Nomination and Remuneration Committee'' on 12th February, 2014,
consequently ''Remuneration Committee'' and ''Compensation Committee'' were
renamed and reconstituted accordingly and its membership as on 31st
March, 2014 stand as Mr. Raman Maroo, Mr. Satish Chandra Gupta and Mr.
Abdul Mohammad Sattar.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Board was
constituted in the Board Meeting held on 12th August, 2014 pursuant to
the provisions of the Section 135 of Companies Act, 2013.
Deposits
Your Company has not accepted any deposits in terms of the provisions
of Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975 as amended, during the year under
review.
All Options granted and outstanding under Orbit ESOS 2009 were
surrendered by the employees during the year.
Orbit Employees Stock Option Scheme (ESOS) - 2012
Employees were granted 12,00,000 Options during the year under Orbit
ESOS 2012, for which modifi ed scheme size of 24,00,000 Options has
been approved by the shareholders in the previous year. These Options
have been granted at exercise price of Rs. 10 per option as against the
market price of Rs. 16.40 per share at the time of grant. These Options
have a vesting period of 1 year from the date of grant. Details as
required by SEBI guidelines are annexed to this report.
Consolidated Accounts
As per General Circular No. 2/2011 dated February 08, 2011 issued by
the Ministry of Corporate Affairs, the Board of Directors of your
Company at its meeting held on 24th May, 2011 has given its consent,
for not attaching the Annual Accounts of the subsidiary companies with
that of the holding company and therefore, Balance Sheet, Statement of
Profi t and Loss and other documents of the subsidiary companies
required to be attached under Section 212 (1) of the Companies Act,
1956 have not been attached. However, a statement containing brief fi
nancial details of the Company''s subsidiaries for the fi nancial year
ended 31st March, 2014 is included in the Annual Report.
The annual accounts of these subsidiaries and the related detailed
information will be made available to any Shareholder of the
Company/its subsidiaries seeking such information at any point of time
and will also be kept open for inspection by any Shareholder of the
Company/its subsidiaries at the offi ce of the Company and that of the
respective subsidiary companies between 11.00 A.M. and 1.00 P.M. on all
working days. The Company shall furnish a copy of detailed annual
accounts of subsidiaries to any Shareholder on demand.
Subsidiary Companies
A statement pursuant to Section 212 of the Companies Act, 1956, setting
out the particulars of subsidiary companies namely, Orbit Highcity
Private Limited, Orbit Residency Private Limited, Ahinsa Buildtech
Private Limited, Orbit Habitat Private Limited, Mazda Construction
Company Private Limited and Karmik Designs Private Limited is enclosed
herewith and forms part of this report.
Orbit Highcity Private Limited
Orbit Highcity Private Limited (OHCPL), incorporated on 19th December,
2007 is a material subsidiary of your Company. It was formed with the
objective of developing large sized projects like gated townships in
the Mumbai Metropolitan region. OHCPL is in the process of developing a
project called "Orbit Mandwah" situated at Mandwa, Alibauga gated
township with high end amenities and features.
The Company has entered into Investment Agreement on 27th January, 2010
with IL&FS Trust Company Limited, IIRF India Realty X Limited, Moltana
Holdings Limited, Rodere Holdings Limited and Orbit Corporation Limited
to raise funds for the development of project on the property situated
at Mandwa, District Alibaug, and Maharashtra. The holding of your
Company in OHCPL as on 31st March, 2014 is 52.57%.
Orbit Residency Private Limited
Orbit Residency Private Limited (ORPL) is a wholly owned subsidiary of
your Company. ORPL was incorporated with the objective to acquire and
develop projects of up to 1,000 sqmts or yielding a saleable area of
less than 35,000 sq. ft.
Ahinsa Buildtech Private Limited
Ahinsa Buildtech Private Limited (ABPL) is a subsidiary of your
Company. ABPL, has acquired property called Orkay Mills situated at
Andheri-Kurla Road, Saki Naka, Andheri East and is developing a
residential project called "Orbit Residency Park".
Orbit Habitat Private Limited
Orbit Habitat Private Limited (OHPL) is a wholly owned subsidiary of
your company. OHPL proposes to commence operations with the
development of a residential project in Napeansea Road. .
Mazda Construction Company Private Limited /Karmik Designs Private
Limited
Mazda Construction Company Private Limited became a subsidiary with
effect from 1st September, 2012. By virtue of this, Karmik Designs
Private Limited which is wholly owned subsidiary of Mazda Construction
Company Private Limited has also become step down subsidiary of the
Company. Mazda Construction Company Private Limited plans to develop a
project called "Orbit Bloom" at Kemps Corner.
Appreciations
Your Directors wish to convey their appreciation to all the Company''s
employees for their enormous personal efforts as well as their
collective contribution to the Company''s performance. The Directors
would also like to thank the Banks, Financial Institutions, Government
Authorities, Customers and other business associates for the assistance
and continuous support and wish to place on record their gratitude to
the members for their trust, support and confi dence.
For and on behalf of the Board of Directors
Place: Mumbai Pujit Aggarwal Abdul Mohammad Sattar
Dated: 12.11.2014 Managing Director & CEO Director
(DIN: 00133373) (DIN: 06656299)
Mar 31, 2012
The are privileged to place before you the 12th Annual Report of your
Company together with the 'Corporate Governance Report', 'Management
Discussion and Analysis' and 'Audited Financial Accounts' for the
Financial Year (FY) ended 31st March, 2012
1. Review of operations:-
Your Company's performance during the year as compared with that during
the previous year is summarized below.
(Rs. in Millions.)
Particulars Standalone Consolidated
FY 2012 FY 2011 FY 2012 FY 2011
Revenue 3,123 3,613 3,909 4,045
Expenditure 2,974 2,551 3,580 2,925
Profit before tax 149 1,062 329 1,120
Provision for taxation 130 307 192 331
Profit after tax 19 755 137 789
Minority Interest - - 20 6
Profit after minority 19 755 117 783
FY 2012 FY 2011 FY 2012 FY 2011
Share Capital 1,140 1,141 1,140 1,141
Reserves 8,305 8,286 9,350 8,272
Networth 9,444 9,427 10,490 9,413
Share application money - - - 235
pending allotment
Minority Interest - - 1,309 18
Non-current liabilities 2,266 4,886 3,302 5,421
Current liabilities 9,732 5,272 10,347 8,252
Total Liabilities 11,997 10,158 13,650 13,673
Other Non-current assets 7,923 7,064 8,758 8,191
Current Assets 13,519 12,521 16,691 15,148
Total Assets 21,442 19,585 25,449 23,339
2. Business Review:-
During the FY 2011-12, total revenue of the Company amounted to Rs.
3,123 Mn as against previous year's revenue of Rs. 3,613 Mn on a
standalone basis. Your Company has registered a Profit before tax of
Rs. 149 Mn as against Rs. 1,062 Mn during the previous year on a
standalone basis.
3. Awards and Recognitions:-
Your Company being featured in India's Realty Estate Bible "Lords of
the Land".at Star Realty Awards, 2012. This award is recognition
towards contribution in the brand equity of the Companies in terms of
brand awareness, recall, preferences, reliability, perceived quality.
Shri Pujit Aggarwal, Managing Director & CEO was conferred with the
"Dynamic Vanguard" Award by Star Realty.
With the accumulation to the above recognition, your company won
another four awards at the Public Relation Council of India Awards
2011-2012 for outstanding Corporate Communication in the below listed
categories :-
A. Golden Award for Single Advertisement
B. Golden Award for Annual Report
C. Bronze Award for Table Calendar
D. Appreciation for Corporate Advertisement - Single
These awards are recognition of our work on the global platform.
4. Report on Corporate Governance
The Corporate Governance Report is attached herewith as Annexure I and
forms part of this report.
The Certificate from Practicing Company Secretaries on Compliance with
Corporate Governance requirements by the Company is attached to the
report on Corporate Governance.
5. Management Discussion and Analysis
Management Discussion and Analysis Report forms part of this report.
6. Particulars of Employees
The statement of employees in receipt of remuneration exceeding the
limits prescribed under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 is as
follows:
Name Qualification Age Date of Joining
1. Mr. Ravi Kiran Graduation from BITS 64 07.03.2000
Aggarwal Pilani, Post Graduation (Since
from Delhi University Incorporation)
2. Mr. Pujit B.Com, OPM 40 07.03.2000
Aggarwal (Owner President (Since
Program from Incorporation)
Harvard Business
School USA, AMDP
(Advanced Management
& Design Program)
from The Graduate
School of Design-
Har Harvard
University
Name Gross Remu- Previous Em-
Experience neration p.a. ployment/ and
(in Rs.) Designation
Mr. Ravi Kiran Aggarwal 45 years 6,750,000 Director of the
Company
Mr Pujit Aggarwal 23 years 6,750,000 Director of the
Company
7. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The relevant data pursuant to Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is attached as hereunder:
Your Company consumes power to the extent required in its construction
processes besides the utilization of power in administrative functions.
Your Company is committed to the cause of energy conservation.
Conservation of Energy:
Energy conservation measures taken N.A.
Additional investment and proposals, if any, being implemented
for reduction of consumption N.A.
Impact of the measure at (1) and (2) above for reduction of
energy consumption and consequent N.A.
impact on the cost of production of goods
Total energy consumption and energy consumption per unit of
production are as under: N.A.
Year Ended Year Ended
31.03.2012 31.03.2011
A. Power and Fuel Consumption
1. Electricity
a) Purchase
Unit 1,605,399 1,356,034
Total Amount (Rs.) 19,303,559 16,218,213
Rate/ Unit (Rs.) 12 12
b) Own generation (Through D.G. Set)
Unit
Diesel Oil Consumed (Ltr.)
Total Amount (Rs.) N.A. N.A.
Avg. Per Ltr. (Rs.)
2. Furnace Oil
Quantity (Ltr.)
Total Amount (Rs.) N.A. N.A.
Avg. Per Ltr. (Rs.)
B. Consumption Per
Mtr. of Production
Production (Mtrs.) N.A. N.A.
Electricity (Rs.)
Diesel Oil (Rs.)
Furnace Oil (Rs.)
Technology Absorption:
The Company does not need any technology for its existing business. The
Company has not undertaken any Research & Development Activity during
the financial year under review.
Foreign Exchange Earnings and Outgo:
Foreign Exchange Outgo: Rs. 3.77 Mn
Foreign Exchange Earned: Nil
8. Directors
Mr. Raman Maroo, Director retires by rotation and being eligible; seeks
re-appointment at the ensuing Annual General Meeting. In view of the
interest of the Company, your Board recommends his appointment.
Mr. Shahzaad Dalal, Director retires by rotation and being eligible;
seeks re-appointment at the ensuing Annual General Meeting. In view of
the interest of the Company, your Board recommends his appointment.
Brief resumes of Mr. Raman Maroo and Mr. Shahzaad Dalal are furnished
in the notes below the notice of ensuing Annual General Meeting of the
Company.
9. Directors' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- that the Directors have 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 as at 31st March, 2012 and of the profit of
the Company for that period;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- that the annual accounts for the year ended 31st March, 2012 have
been prepared on a going concern basis.
10. Statutory Auditors
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Members are requested to
appoint the Statutory Auditors for the current year and to authorize
the Board to fix their remuneration.
11. Internal Auditors' Report :-
Internal Audit report was issued by M/s. Aneja & Associates for the
financial year 2011-2012.
12. Appointment of Cost Audit:-
M/s. S.K. Agarwal & Associates, Cost Accountants were appointed as Cost
Auditor of the Company on 9th February, 2012. He certified Cost Audit
Compliance report for the financial year ended 31st March, 2012.
13. Reconstitution of Committees
A. Audit Committee
The Audit Committee was reconstituted in the Board Meeting held on 28th
February, 2012 and its membership as on 31st March, 2012 stands as Mr.
Raman Maroo, Mr. Ravi Kiran Aggarwal, Mr. Kuldip Bhargava, Mr. Shahzaad
Dalal and Mr. Satish Chandra Gupta.
B. Remuneration Committee
The Remuneration Committee was reconstituted in the Board Meeting held
on 28th February, 2012 and its membership as on 31st March, 2012 stands
as Mr. Kuldip Bhargava, Mr. Prithvi Raj Jindal, Mr. Shahzaad Dalal and
Mr. Satish Chandra Gupta.
14. Managements Reply as to Auditors' Qualification
The Company has made an appeal under Section 246 of "The Income Tax
Act, 1961" to the CIT-Appeals.
15. Deposits
Your Company has not accepted any deposits in terms of the provisions
of Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975 as amended, during the year under
review.
16. Employees Stock Option Scheme (ESOS) - 2009
During the year, options were re-priced at Rs. 46.71/- as per
resolution passed in the previous AGM. Fresh options were not granted
during the year and no options were exercised during the year.
Details as required to be disclosed by Securities and Exchange Board of
India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 are as hereunder:
Options granted on 27th Jan 2010, 161,500 and on 30th June 2010,
161,500 as bonus 323,000
Pricing Formula- For options vested on 27th Jan 2011 30% discount to
average price ofEquity shares calculated as weekly high and low of the
closing prices during 2 weeks prior to the date of vesting
For options vested on 27th Jan 2012 and thereafter Rs. 46.71
Options vested net of lapse 202,550 (90,330 111,350)
Options exercised 0
Total number of shares arising as a result of exercise of options 0
Options lapsed (as at 31st March, 2012) 22,190 (available for reissue)
Variation of terms during the year ended 31st March 2012 Pricing
modified on 9th August, 2011 to Rs.46.71 per option
Money realized by exercise of options 0
Total number of options in force (as at 31st March 2012) 300,810
Employee wise details of options granted during the year Nil
Employees to whom more than 5% options granted during the year
Nil
Employees to whom options more than 1% of issued capital granted during
the year
Nil
Diluted EPS pursuant to issue of shares on exercise of options Rs. 0.17
Method of calculation of employee compensation cost Calculation is
based on intrinsic value method- Intrinsic value per share is Rs.20.54
per share for Options vested
Difference between the above and employee compensation cost that shall
have been recognized if it had used the fair value of the options
Employee compensation cost would have been higher by Rs.15,71,584/- had
the Company used fair value method for accounting the options issued
under ESOS
Impact of this difference on Profits and on EPS of the Company
Profits would have been lower by Rs. 1,571,584/- and EPS would have
been lower by Rs.0.01, had the Company used fair value method of
accounting the Options issued under ESOS
Weighted average exercise price Rs. 46.71
Weighted average fair value of options based on Black Scholes
methodology
For Vest 1- Rs.27.57, Vest 2- Rs.10.42, Vest 3 - Rs. 13.81
Significant assumptions used to estimate fair value of options
including weighted Average
Risk free interest rate For Vest 1- 7% and for Vest 2 and 3, 8%
Expected life Average life taken as 1 year from date of Grant (Vest)
Expected volatility 57%
Expected dividends Not separately included, factored in volatility
working
Closing market price of share on a date priortodate of Grant (Vest) For
Vest 1, Rs. 67.25 and for Vest 2 and 3, Rs. 36.60 90,330 options have
vested on 27th Jan 2012 and balance 111,350 options will vest on 27th
Jan 2013.
The pricing of options granted is based on 30% discount of average
price of equity shares computed as the average of weekly high and low
of the closing prices of the shares for 2 weeks ending on the date of
vest. Bonus options do not have any exercise price.
Re-pricing of ESOPs' on AGM
The AGM held on 9th August, 2011 approved the re-pricing of the Options
in such a way that the reference of Vesting Date is not required. The
revised price is a fixed price of Rs.46.71 per option/share for all the
Options granted but not vested as on 9th August, 2011.
The vesting schedule after 9th August, 2011 is 90330 options on 27th
January 2012 and 111,350 options on 27th January 2013.
The closing market price on 8th August, 2011 (being previous date to
the re-pricing) was Rs. 36.60 per share on NSE (volume of trade 814,885
shares) and Rs. 37.05 per share on BSE (volume of trade 391,656
shares). The NSE closing price has been taken as a base for working out
intrinsic value
17. Consolidated Accounts
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011
respectively has granted a general exemption from compliance with
Section 212 of the Companies Act, 1956, subject to fulfillment of
conditions stipulated therein. The Company has satisfied the conditions
stipulated in the circular and hence is entitled to the exemption.
Necessary information relating to the subsidiaries has been included in
the Consolidated Financial Statements.
In accordance with the requirements of Accounting Standard (AS) 21
prescribed by the Institute of Chartered Accountants of India and new
Schedule VI of the Companies Act, 1956; the Consolidated Accounts of
the Company is annexed to the Annual Report.
18. Subsidiary Companies
A statement pursuant to Section 212 of the Companies Act, 1956, setting
out the particulars of subsidiary companies namely, Orbit Highcity
Private Limited, Orbit Residency Private Limited, Ahinsa Buildtech
Private Limited and Orbit Habitat Private Limited is attached herewith
and forms part of this report.
Orbit Highcity Private Limited (OHCPL)
Orbit Highcity Private Limited, a subsidiary of your Company was
incorporated on 19th December, 2007 with the objective of developing
large sized projects like gated townships in the Mumbai Metropolitan
region. OHCPL is in the process of developing a project called "Orbit
Mandwah" situated at Mandwa, Alibaug, which is planned as a proposed
gated township with high end amenities and features. The Company has
entered into Investment Agreement on 27th January, 2010 with IL&FS
Trust Company Limited, IIRF India Realty X Limited, Moltana Holdings
Limited, Rodere Holdings Limited and Orbit Corporation Limited to raise
funds for the development of project on the property situated at
Mandwa, District Alibaug, Maharashtra. As on 31st March, 2012 your
Company holds 52.57% in OHCPL.
Orbit Residency Private Limited (ORPL)
Orbit Residency Private Limited, a wholly owned subsidiary of your
Company, was incorporated with the prime objective to acquire and
develop projects of up to 1000 sq. mts. or yielding a saleable area of
less than 35000 sq. ft.
Ahinsa Buildtech Private Limited (ABPL)
Ahinsa Buildtech Private Limited, subsidiary of your Company, has
acquired the property called Orkay Mills situated at Kurla Andheri
Road, Saki Naka, Andheri East and is developing a residential project
called "Orbit Residency Park".
Orbit Habitat Private Limited (OHPL)
Orbit Habitat Private Limited is a wholly owned subsidiary of Orbit
Corporation Limited. This subsidiary will undertake development of a
residential project in Napeansea Road to begin with.
19.Acknowledgements
Your Directors take this opportunity to thank Maharashtra Industrial
Development Corporation, State & Central Government for their support
and guidance. Your Directors also thank Ministry of Corporate Affairs,
Bombay Stock Exchange Limited, National Stock Exchange of India
Limited, Reserve Bank of India, the Securities and Exchange Board of
India, Financial Institutions & Banks, Stakeholders, Suppliers,
Contractors, Vendors, business associates and other Government Agencies
for their continuous support and look forward to their support. Also,
your Directors convey their appreciation to the employees at all levels
for their enormous personal efforts as well as collective contribution
to the growth of the Company.
For and on behalf of the Board of Directors
Place: Mumbai Ravi Kiran Aggarwal Pujit Aggarwal
Dated: 24th May, 2012 Chairman & Executive
Director Managing Director & CEO
Mar 31, 2011
We have immense pleasure in placing before you the 11th Annual Report
of your Company together with the Management Discussion and Analysis,
Corporate Governance Report, and Audited Financial Accounts for the
Financial Year (FY) ended 31st March, 2011.
1. Results of Operations ( Rs in millions )
Standalone Consolidated
2010-11 2009-10 2010-11 2009-10
Revenue 3,613 4,936 4,045 4,936
Expenditure 2,533 3,904 2,905 3,932
Profit before tax 1,080 1,032 1,140 1,004
Provision for taxation 325 72 351 53
Profit after tax 755 960 789 951
Minority Interest in - - 6 (4)
Net Income
Profit after minority
755 960 783 955
interest
2. Business
During the FY 2010-11, total revenue of the Company amounted to Rs 3,613
Mn as against previous years revenue of Rs 4,936 Mn on a standalone
basis. Your Company has registered a Profit before tax of Rs 1,080 Mn as
against Rs 1,032 Mn during the previous year on a standalone basis.
3. Awards and Recognitions
During the financial year, our project Orbit Arya situated at the
Napeansea Road won the "Luxury Project of the Year" award (West) at
Realty Plus Excellence Awards-2011 organized by Realty Plus. The award
is conferred in recognition of contribution made by real estate firms
in Western India in terms of quality, product innovation and customer
satisfaction.
4. Increase in share capital
4 Mn Warrants were allotted to Promoters on 16th November, 2009. Out of
the aforesaid warrants issued; 2 Mn Warrants were converted into Equity
shares at Rs 189.75 each (including a premium of Rs 179.75 each) on 31st
March, 2010.
Further on 1st July, 2010 the Board of Directors vide. circular
resolution approved the allotment of 54,980,945 Equity shares as Bonus
shares to the existing shareholders of the Company in the ratio of 1:1
i.e. 1 fully paid-up Equity share of Rs 10 each on every 1 Equity share
of Rs 10 each held.
The balance 2 Mn Warrants were thereafter converted into Equity shares
at Rs 189.75 each (including a premium of Rs 179.75 each) on 24th
November, 2010. The Promoters were also allotted Bonus shares in the
ratio of 1:1 including shares allotted upon conversion of these
Warrants.
5. Dividend:
Your Directors recommend a dividend for the FY 2010-11 of Rs 1 per share
i.e. 10% of the face value of Rs 10 subject to the approval of the
members in the Annual General Meeting.
6. Directors
Mr. Prithvi Raj Jindal, Director retires by rotation and being
eligible; seeks re-appointment at the ensuing Annual General Meeting.
In view of interests of the Company, your Board recommends his
re-appointment.
Mr. Kuldip Bhargava, Director retires by rotation and being eligible;
seeks re-appointment at the ensuing Annual General Meeting. In view of
interests of the Company, your Board recommends his re-appointment.
The Board also recommends the appointment of Mr. Satish Chandra Gupta,
who was appointed as an Additional Director of the Company on 24th May,
2011 pursuant to the provisions of Section 260 of the Companies Act,
1956 to hold office till the date of the ensuing Annual General Meeting
and in respect of whom the Company has received a notice under Section
257 of the Companies Act, 1956 along with necessary deposit from a
shareholder proposing the candidature of Mr. Satish Chandra Gupta as a
Director of the Company.
Brief resumes of Mr. Prithvi Raj Jindal, Mr. Kuldip Bhargava and Mr.
Satish Chandra Gupta are furnished in the notes below the notice of
ensuing Annual General Meeting of the Company.
7. Company Secretary
Mr. Satish Anand Sharma resigned as Company Secretary and Compliance
officer w.e.f 31st January, 2011 and Ms. Puja Mehta was appointed in
his place w.e.f. 1st February, 2011.
8. Secretarial Auditors
M/s. Mehta & Mehta, Practising Company Secretaries was appointed as
Secretarial Auditor with effect from 1st April, 2011 in place of M/s
Rathi & Associates, Practising Company Secretaries.
9. Directors Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- that the Directors have 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 as at 31st March, 2011 and of the profit of the Company
for that period;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- that the annual accounts for the year ended 31st March, 2011 have
been prepared on a going concern basis.
10. Statutory Auditors
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The members are
requested to appoint the Statutory Auditors for the current year and to
authorize the Board to fix their remuneration.
11. Internal Auditors
The Company had appointed Aneja & Associates as Internal Auditors
w.e.f. 30th May, 2009 to carry out procedures relating to internal
control and processes commensurate with the size of the Company and the
nature of its business.
12. Report on Corporate Governance
Your Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities & Exchange Board of
India(SEBI) through Clause 49 of the Listing Agreement. As required by
the said clause, a separate Report on Corporate Governance forms part
of this Report.
A Certificate from Mehta & Mehta, Practicing Company Secretaries on
Compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance.
13. Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreements entered into with the
Stock Exchange, Management Discussion and Analysis Report forms part of
this Report.
14. Particulars Of Employees
The statement of employees in receipt of remuneration exceeding the
limits prescribed under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 is
attached hereunder :
Sr. Name and Qualification Age Date of
No. Designation Joining
1 Mr. Ravi B. E., BITS 62 07.03.2000
Kiran Piliani & MBA, (Since
Aggarwal Delhi Incorporati
Chairman & University on)
Executive
Director
2 Mr. Pujit B.Com, OPM 39 07.03.2000
Aggarwal (Owner (Since
Managing President Incorporati
Director &
Programme) on)
CEO from Harvard
Business School USA,
AMDP (Advanced
Management & Design
Program) from
The Graduate School
of Design - Harvard
University
Name and Designation Experience *Gross Previous
(Years) Remuneration Employment
per annum and
( in Rs ) Designation
Mr.Ravi Kiran 44 years 6,750,000 Director of
the Company.
Mr.Purjit Aggarwal 22 years 6,750,000 Director of
the Company
15. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo :
The relevant data pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is attached hereunder :
Your Company consumes power to the extent required in its construction
processes besides the utilization of power in administrative functions.
Your Company is committed to the cause of energy conservation and takes
effective steps to conserve energy wherever applicable and possible.
a Conservation of Energy:
1. Energy conservation measures taken N.A.
2. Additional investment and proposals, if any, being N.A.
implemented for reduction of consumption
3. Impact of the measure at (1) and (2) above for N.A.
reduction of energy consumption and consequent
impact on the cost of production of goods
4. Total energy consumption and energy consumption N.A.
per unit of production are as under:
b. Technology Absorption:
The Company does not need any technology for its existing business. The
Company has not undertaken any Research & Development Activity during
the financial year under review.
c. Foreign Exchange Earnings and Outgo:
Foreign Exchange Outgo : Rs 112.16 millions
Foreign Exchange Earned : Nil
16. Deposits
Your Company has not accepted any deposits in terms of the provisions
of Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975, as amended, during the year under
review.
17. Orbit Employees Stock Option Scheme (ESOS)- 2009
Your Company has introduced "Orbit Employees Stock Option Scheme- 2009"
(Orbit ESOS- 2009) for the employees of the Company. The details of the
Options granted are as follows;
Your Company has granted Options to the selected employees under "Orbit
ESOS- 2009" at an exercise price of 30% discount to the average price
of Equity Shares of the Company computed as the average of weekly high
and low of the closing prices during two weeks immediately preceeding
the date of vesting. During the year under review; 121,320 Options have
vested out of total of 323,000 options which have been granted. This is
inclusive of Bonus Options due to issue of Bonus shares allotted to
shareholders in the ratio of 1 for every 1 Equity share held on 1st
July, 2010.
18. Utilization of funds as on 31st March 2011
The conversion of Warrants into Equity shares which were granted to the
Promoters on a Preferential basis involves infusion of funds of Rs
759,000,000 which were utilized in acquisition of land and property,
execution of ongoing projects, repayment of loans and other corporate
expenses.
19. Consolidated Accounts
The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011
dated 8th February, 2011, issued a direction under Section 212(8) of
the Companies Act, 1956 that the provisions of Section 212 shall not
apply to Companies in relation to their Subsidiaries, subject to
fulfilling certain conditions mentioned in the said circular.
The Board of Directors of your Company at its meeting held on 24th May,
2011, approved the Audited Consolidated Financial Statements for the
financial year 2010-11 in accordance with the Accounting Standard
(ASÃ21) and other Accounting Standards as notified by Companies
(Accounting Standard) Rules, 2006 as well as Clause 32 of the Listing
Agreement, which include financial information of all its Subsidiaries,
and are annexed to this report.
The annual accounts and financial statements of the Subsidiary
Companies of your Company and related detailed information shall be
made available to members on request and are open for inspection at the
Registered Office of your Company. Your Company as well as Subsidiary
Companies have regularly filed all such data as required by various
regulatory and Government authorities.
Your Company has complied with all the conditions as stated in the said
circular and accordingly has not attached the financial statements of
its Subsidiary Companies for the financial year 2010-11. A statement of
summarized financials of all subsidiaries of your Company including
capital, reserves, total assets, total liabilities, details of
investment, turnover, etc., pursuant to the abovementioned Circular,
forms part of this report.
20. Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit &
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and
related detailed information to any member of the Company who may be
interested in obtaining the same.
A statement pursuant to Section 212 of the Companies Act, 1956, setting
out the particulars of Subsidiary Companies namely, Orbit Highcity
Private Limited, Orbit Residency Private Limited, Ahinsa Buildtech
Private Limited and Orbit Habitat Private Limited is attached herewith
and forms part of this Report.
- Orbit Highcity Private Limited (OHPL)
Orbit Highcity Private Limited, a Subsidiary of your Company was
incorporated on 19th December, 2007 with the objective of developing
large sized projects like gated townships in the Mumbai Metropolitan
region. OHPL is in the process of developing a project called "Orbit
Mandwah" situated at Mandwa, Alibaug, which is planned as a proposed
gated township with high end amenities and features. As on 31st March,
2011; your Company holds 97.35% in OHPL.
As per the Investment Agreement dated 27th January, 2011 between IL&FS
Trust Company Limited, IIRF India Realty X Limited, Moltana Holdings
Limited, Rodere Holdings Limited and Orbit Corporation Limited and
subsequent investment by the investors, the current shareholding of
your Company as on 24th May, 2011 stands as 68.83% in OHPL.
- Orbit Residency Private Limited (ORPL)
Orbit Residency Private Limited, a wholly owned subsidiary of your
Company, was incorporated with the prime objective to acquire and
develop projects of up to 1000 sq mts or yielding a saleable area of
less than 35,000 sft.
- Ahinsa Buildtech Private Limited (ABPL)
Your Company holds 85% equity stake in ABPL thereby making it a
subsidiary. ABPL has acquired the property called Orkay Mills situated
at Kurla Andheri Road, Saki Naka, Andheri East and is developing a
residential project called "Orbit Residency Park".
- Orbit Habitat Private Limited
On 9th February, 2011, Orbit Corporation Limited invested Rs. 1,00,000
in Orbit Habitat Private Limited by acquiring 10,000 Equity shares of Rs
10/- each thereby making it a wholly owned subsidiary with immediate
effect. This Subsidiary will undertake development of a residential
project in Napeansea Road to begin with.
21. IFRS Convergence - Adoption of Indian Accounting Standards (Ind AS)
As mentioned in previous communications, your Company has already
initiated efforts and is in an advance stage to align reporting systems
and business practices to address the needs of IFRS reporting
requirements. Fiscal 2011 marked a major milestone towards this
convergence as Ministry of Corporate Affairs notified thirty five
Indian Accounting Standards converged with International Financial
Reporting Standards (referred to as "Ind AS"), thereby bringing about
greater clarity on the convergence. Although notification for final
implementation date of these standards is still awaited, your Company
is already putting due efforts towards smooth transition to full
convergence to IFRS.
22. Acknowledgements
Orbit Corporation Limited is grateful to the Shareholders, Customers,
Suppliers, Bankers, Statutory Authorities, Financial Institutions,
Business Associates and the Government of India for their co-operation
and guidance and looks forward to their continued support in the
future.
The Board of Directors place on record their appreciation for the
contributions made by the employees at all level, whose outstanding
professionalism, commitment, initiative and solidarity has made the
organization grow successfully and continues to drive its progress.
Finally, the Board of Directors express their gratitude to the members
for their trust and support.
For and on behalf of the Board of Directors
Place: Mumbai Ravi Kiran Aggarwal Pujit Aggarwal
Date: 24th May, 2011 Chairman & Executive
Director Managing Director & CEO
Mar 31, 2010
We are privileged to place before you the 10th Annual Report of your
Company together with the ÃCorporate Governance ReportÃ, ÃManagement
Discussion and Analysisà & ÃAudited Financial Accountsà for the
Financial Year (FY) ended 31st March, 2010.
Results of operations
(Rs. in million)
Standalone Consolidated
2009-10 2008-09 2009-10 2008-09
Revenue 4,936 2,867 4,936 2,879
Expenditure 3,904 2,302 3,932 2,336
Profit before tax 1,032 565 1,004 543
Provision for taxation 72 188 53 188
Profit after tax 960 377 951 355
Minority Interest in
Net Income - (4)
Profit after minority
interest 960 377 955 355
Business
During the financial year 2009-10, the total revenue of the Company
amounted to Rs. 4,936 mn as against previous year revenue of Rs. 2,867
mn on standalone basis. Your Company has registered a Profit before Tax
of Rs. 1,032 mn as compared to Rs. 565 mn during the previous year on
standalone basis. The consolidated revenues for the current year
amounted to Rs. 4,936 mn as against Rs. 2,879 mn compared to last year.
Awards and Recognitions
Apart from operational and business excellence, this year has also been
one of our best years for various recognitions Ã
ÃBest Residential Propertyà (under 1 lac square feet) for our project
Villa Orb - Annual CNBC Awaaz à CRISIL à CREDAI Real Estate Awards 2009
ÃPremium Residential Project of the Yearà for our project Villa Orb Ã
Accommodation Times - 24th National Real Estate Award for excellence in
Real Estate for the year 2009
ÃDeveloper of the Year à Residentialà à Realty Plus, IndiaÃs leading
Real Estate monthly magazine, at Realty Plus Excellence Awards 2010
Increase in share capital
During the year, your Company has issued and allotted 88,69,359 equity
shares on conversion of warrants issued at the time of IPO and
78,40,426 equity shares to Qualified Institutional Buyers pursuant to
SEBI (DIP) guidelines and 20,00,000 equity shares to the promoters of
the Company on conversion of 20,00,000 warrants out of 40,00,000
warrants issued on preferential basis in terms of SEBI (DIP) Guidelines
read with SEBI (ICDR) Regulations 2009. After these allotments, total
outstanding issued, subscribed and paid up equity share capital of the
Company has increased to Rs. 54,98,09,450/- from Rs. 36,27,11,600/-.
Appropriation
Dividend
Your Directors recommend a final dividend of Rs. 1.50 per share (15% on
face value of Rs. 10/-). This coupled with the interim dividend of Re.
1 per share (10% on face value of Rs. 10/-) already paid, aggregated to
a total dividend of Rs. 2.50 per share for the year Financial Year
2009-10.
Your Directors recommend issue of bonus shares in the ratio of 1:1 i.e.
one new fully paid up equity shares of Rs. 10/- each for every one
fully paid up equity shares of Rs. 10/- each, to the eligible members
of the Company as on the record date to be decided by the Board later.
Transfer to Reserves
We propose to transfer Rs. 96 mn to the general reserves of the
Company.
Report on Corporate Governance
The Corporate Governance Report is attached herewith as Annexure I and
forms part of this report.
The Certificate from Practicing Company Secretaries on Compliance with
Corporate Governance requirements by the Company is attached to the
report on Corporate Governance.
Management Discussion and Analysis
Management Discussion and Analysis Report is attached herewith as
Annexure II and forms part of this report.
Particulars of Employees
The statement of employees in receipt of remuneration exceeding the
limits prescribed under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 is
attached herewith as Annexure - III.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The relevant data pursuant to Section 217(1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed hereto as Annexure IV and
forms part of this report.
Directors
Mr. Hafeez Contractor, Director retires by rotation and being eligible;
seeks re-appointment at the ensuing Annual General Meeting. In view of
the interest of the Company, your Board recommends his appointment.
Mr. Shailesh Vaidya, Director retires by rotation and being eligible;
seeks re-appointment at the ensuing Annual General Meeting. In view of
the interest of the Company, your Board recommends his appointment.
The Board also recommends the appointment of Mr. Shahzaad Dalal, who
was appointed as an Additional Director of the Company on 27th January,
2010 pursuant to the provisions of Section 260 of the Companies Act,
1956 to hold office till the date of the ensuing Annual General Meeting
and in respect of whom the Company has received a notice under Section
257 of the Companies Act, 1956 along with necessary deposit from a
shareholder proposing the candidature of Mr. Shahzaad Dalal as a
Director of the Company
Brief resumes of Mr. Hafeez Contractor, Mr. Shailesh Vaidya and Mr.
Shahzaad Dalal are furnished in the notes below the notice of ensuing
Annual General Meeting of the Company.
Directorsà Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- that the Directors have 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 as at 31st March, 2010 and of the profit of the Company
for that period;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- that the annual accounts for the year ended 31st March, 2010 have
been prepared on a going concern basis.
Auditors
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Members are requested to
appoint the Statutory Auditors for the current year and to authorize
the Board to fix their remuneration.
Auditorsà Report
The observations made by the Statutory Auditors in their Report read
with the relevant notes as given in the Notes to Accounts for the
financial year ended 31st March, 2010 are self explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
Deposits
Your Company has not accepted any deposit in terms of the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975, as amended, during the year under
review.
Orbit Employees Stock Option Scheme (ESOS) 2009
Your Company has introduced Orbit Employees Stock Option Scheme for the
employees of the Company. The details of the options granted during the
year are as follows Ã
Total options authorized by the Plan
3,00,000
Total options granted during the year ended 31st March, 2010
1,88,000
Pricing formula at the date of grant of options
(on the price determined as per the provisions of the Orbit ESOS -
2009)
At a discount of 30%
Exercise of options
NIL
Details of options granted to the Senior Management Personnel
1. Mr. Ramashrya Yadav : 10,000 equity shares
2. Mr. Raajhesh Shah : 8,000 equity shares Total 34,000 equity shares
3. Mr. Hari Kumar Kurup : 8,000 equity shares
4. Commodore Vasudevan Iyer : 8,000 equity shares
Utilization of funds as on 31st March 2010
IPO Funds
(Rs. in million)
Particulars Proposed Amount Utilised Amount
Acquisition of New Projects 500 500
Project Development cost
for the current projects and
investment in Wholly Owned
Subsidiaries for projects 423 423
developed by subsidiaries
IPO Issue Expenses 78 78
Total 1001 1001
Balance of un-utilised
funds out of IPO, lying
in Liquid NIL NIL
Funds / IPO Bank Account
QIP Funds
(Rs. in million)
Particulars Proposed Amount Utilised Amount
Execution and completion
of new & existing projects,
repayment of debt obligations,
strengthen the capital 1396 1396
base of the Company and
general corporate purposes
QIP Issue Expenses 54 54
Total 1450 1450
Balance of un-utilised funds
out of QIP NIL NIL
Consolidated Accounts
In accordance with the requirements of Accounting Standard (AS) 21
prescribed by the Institute of Chartered Accountants of India, the
Consolidated Accounts of the Company and its subsidiaries are annexed
to this Report.
Subsidiary Companies
A statement pursuant to Section 212 of the Companies Act, 1956, setting
out the particulars of subsidiary companies namely, Orbit Highcity
Private Limited, Orbit Residency Private Limited and Ahinsa Buildtech
Private Limited is attached herewith and forms part of this report.
Orbit Highcity Private Limited (OHPL)
Orbit Highcity Private Limited, a subsidiary of your Company was
incorporated on 19th December, 2007 with the objective of developing
large sized projects like gated townships in the Mumbai Metropolitan
Region. OHPL is in the process of developing a project called ÃOrbit
Mandwahà situated at Mandwa, Alibaug, which is planned as a proposed
gated township with high end amenities and features. The Company has
entered into Investment Agreement on 27th January, 2010 with IL&FS
Trust Company Limited, IIRF India Realty X Limited, Moltana Holdings
Limited, Rodere Holdings Limited and Orbit Corporation Limited to raise
funds for the development of project on the property situated at
Mandwa, District Alibaug, Maharashtra. As on 31st March, 2010 your
Company holds 87% in OHPL.
Orbit Residency Private Limited (ORPL)
Orbit Residency Private Limited, a wholly owned subsidiary of your
Company, was incorporated with the prime objective to acquire and
develop projects of up to 1000 sq. mts. or yielding a saleable area of
less than 35000 sq. ft.
Ahinsa Buildtech Private Limited
Ahinsa Buildtech Private Limited, a subsidiary of your Company, has
acquired the property called Orkay Mills situated at Kurla Andheri
Road, Saki Naka, Andheri East and is developing a residential project
called ÃOrbit Residency ParkÃ.
Implementation of Global Best Practices
Your Company has initiated to prepare financial statements in
compliance with International Financial Reporting Standards (IFRS).
This is to align our reporting systems and processes, business
practices, accounting and information technology systems to address the
needs of IFRS reporting requirements. We intend to undertake full
convergence from I-GAAP to IFRS way ahead of its mandated date which is
from the financial year commencing 1st April, 2011.
Acknowledgements
Orbit Corporation Limited is grateful to the Customers, Suppliers,
Bankers, Statutory Authorities, Financial Institutions, Business
Associates and the Government of India, particularly Ministry of
Corporate Affairs, Ministry of Finance, the Reserve Bank of India, the
Securities and Exchange Board of India, Stock Exchanges and other
Government Agencies for their co-operation and guidance and looks
forward to their continued support in the future.
The Board of Directors place on record their appreciation for the
contributions made by the employees at all level, whose outstanding
professionalism, commitment, initiative and solidarity has made the
organization grow successfully and continues to drive its progress.
Finally, the Board of Directors express their gratitude to the members
for their trust and support.
For and on behalf of the Board of Directors
Place: Mumbai Ravi Kiran Aggarwal
Dated: 10th May, 2010 Chairman