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Directors Report of Orbit Corporation Ltd.

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

 
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