Orbit Corporation

The Directors have pleasure in presenting the Eighth Annual Report on
 the operations of the Company together with the Audited Accounts for
 the year ended 31st March, 2008.
 
 FINANCIAL HIGHLIGHTS
                                                       (Rs. in million)
                                   Standalone              Consolidated
                                2007-08     2006-07  2007-08    2006-07
 
 Revenue                        4,222.22     322.98  7,107.25  1,932.77
 Expenditure                    2,341.16     233.57  4,174.09  1,283.87
 Profit before tax              1,881.05      89.41  2,933.16    648.90
 Provision for taxation           214.71      11.70    575.42     76.74
 Profit after tax               1,666.34      77.71  2,357.74    572.16
 Previous year balance 
 brought forward                  118.99      41.27    613.74     41.62
 Adjustment on account 
 of Amalgamation                  494.79          -
 Profit available for 
 appropriation                  2,280.12     118.99  2,971.48    613.78
 Transfer to Reserves             779.77          -    780.06
 Profit available for 
 Distributions                  1,500.35     118.99  2,191.42    613.78
 Distributions for Dividend 
 (including tax                   233.57          -    233.57
 thereon)
 Balance carried to the 
 balance sheet                  1,266.78     118.99  1,957.84    613.78
 
 BUSINESS
 
 During the financial year 2007-08, the total revenue of the Company
 increased to Rs. 4,222.22 millions as against previous year Rs. 322.98
 millions on standalone basis. Your Company has registered a Profit
 before Tax of Rs. 1,881.05 millions in comparison to Rs. 89.41 millions
 during the previous year on standalone basis registering an increase of
 2004%. The consolidated revenues amounted to Rs. 7,107.25 millions as
 against Rs. 1,932.77 millions for earlier fiscal year with an increase
 of 268%.  The Profit before Tax on consolidated basis has increased by
 352%.
 
 During the year the Company has cumulatively completed the construction
 of 454,412 SFT saleable area and has been able to achieve sales of
 653,923 SFT. The Company has sold a total of 438,770 SFT during the
 year for a value of Rs. 11,623.3 mn, against which the company has
 received Rs. 6,431.53 mn and further Rs. 819.31 mn has been received
 against the cumulative sales as of 31st March, 2007 of Rs. 3,795.30 mn.
 
 During the year the Company has successfully completed the amalgamation
 of its three Wholly Owned Subsidiaries viz. Orbit Constructions &
 Realtors Pvt. Ltd., Orbit Buildcon and Realty Pvt. Ltd. and Orbit
 Housing Pvt. Ltd. w.e.f. 1st April, 2007 with itself under the Scheme
 of Amalgamation and the same have been approved by the Hon’ble High
 Court of Bombay Judicature vide its order passed on 7th December, 2007.
 All the assets and liabilities of the said subsidiary companies have
 been vested with your Company at its book value.
 
 Your Company’s main business focus is in redevelopment of properties in
 Island City of Mumbai with a mix of open land plots in prime locations
 of Mumbai City by supplying the quality real estate.  The redevelopment
 business provides the growth and profitability wherein the open plot
 business strategy provides the effciency in cash flows for operations.
 Your Company has a strong portfolio built which includes the commercial
 as well residential properties. Residential properties provide higher
 profitability and are with longer spread in terms of project execution,
 wherein the Commercial Projects provide the Company opportunity of
 pre-sales enabling the upfront cash flow to fund the operations as well
 as expansion.
 
 Mumbai real estate markets have seen the high growth during the
 financial year 2008 which has been mainly contributed by a combination
 of income effect and wealth effect which has created upward mobility
 across the buyer segments. Mumbai markets are one of the most stable
 real estate markets in the country being the financial capital. Your
 Company would strive to focus on the island city of Mumbai for
 expanding its market share and would build the capabilities to expand
 in the MMR (Mumbai Metropolitan Region), which is expected to become
 the extended suburb on back of infrastructure developments and large
 size SEZ’s (Special Economic Zones) developments.
 
 SYNOPSIS OF PROJECTS Product Portfolio
 
 Projects                                             Percent
 
 Commercial                                             56%
 Residential                                            44%
 Area-wise Project Portfolio
 Area Percentage in Project Portfolio
 Napean Sea Road                                        22%
 Worli                                                   3%
 Lower Parel                                            28%
 Nana Chowk \ Prarthana Samaj                           11%
 Bandra Kurla Complex                                   36%
 
 Project Analysis
 
               Area Available     Area Sold      Area Constructed*
                    (SFT)           (SFT)           (SFT)
 
 Commercial      645,747            440,747        256,395
 Residential     514,042            213,176        198,017
 
 As per Pecentage Completion Method basis.
 
 DIVIDEND
 
 The company paid the 1st Interim dividend on 30th July 2007 and 2nd
 Interim dividend on 18th January, 2008 at Rs. 1.5 per Share (15% on the
 par value of Rs. 10/- per share) respectively.
 
 In view of the performance, the encouraging future outlook of the
 Company as well as the objective of rewarding shareholders with cash
 Dividends while retaining the capital to maintain a healthy capital
 adequacy ratio to support future growth, the Board of Directors has
 recommended a final dividend at the rate of 25% on Equity Shares.
 
 Your Directors also recommend a 10% dividend on the Preference Shares
 of the Company.
 
 AMALGAMATION OF THREE SUBSIDIARY COMPANIES WITH ORBIT CORPORATION
 LIMITED
 
 The Hon’ble High Court of Bombay judicature vide its order passed on
 December 7, 2007, had approved the Scheme of Amalgamation of Orbit
 Constructions & Realtors Pvt. Ltd., Orbit Buildcon and Realty Pvt. Ltd.
 and Orbit Housing Pvt. Ltd. (all 100% subsidiary companies of your
 company).
 
 The Appointed date for the Scheme of Amalgamation was 1st April, 2007
 from which date the entire business and undertakings as also all the
 assets and liabilities of the said subsidiary companies stands
 transferred to and vested with your Company at Book Value.
 
 DIRECTORS
 
 Mr. Davendra Ahuja and Mr. P. R. Jindal Directors retire by rotation
 and being eligible; offer themselves for re-appointment at the ensuing
 Annual General Meeting.
 
 Brief Resume of Mr. Davendra Ahuja and Mr. P. R. Jindal are furnished
 in the Notes below Notice of ensuing Annual General Meeting of the
 Company.
 
 REPORT ON CORPORATE GOVERNANCE
 
 The Corporate Governance Report is attached herewith as Annexure I and
 forms part of this report.
 
 The Certifcate 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.
 
 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 is annexed to
 this Report.
 
 ACTUAL UTILISATION OF IPO FUNDS VIS-À-VIS PROJECTED UTILIZATION
 
                                                    (Rs. in million)
 Projected as per
 Prospectus for
 Heads of Utilization                              the period from
                                                January 1, 2007 to
                                                March 31, 2007
 
 Advances towards acquisition cost of new
                                                              500.00
 projects
 Project Development cost for the current
                                                              562.21
 projects
 Investment in Subsidiaries                                   204.86
 Issue Expenses                                                66.81
 
 Total                                                       1333.88
 
 Projected for the
 Actual Utilization
 period from April
 upto 31st March
 
 1, 2007 to March
 2008
 31, 2008
                              500.00                    -
                              329.10                86.01
                              -                    717.60
                               77.80                    -
                              906.90               803.61
 
 Rs. 75.80 millions invested upto 7th Dec 07, has been included under
 the head Project Development cost for current projects, since the then
 subsidiaries of the Company are amalgamated with the Company.
 
 Variations as regards the actual utilization of IPO funds vis-à-vis the
 projected utilization is on account of the change in business needs.
 Considering the nature of the industry, your Directors are of the view
 that the variations between the projections and actual utilization is
 not material.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, your Directors confirm the following:
 
 - 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, 2008 and of the profit of the Company
 for that period;
 
 - That the Directors have taken proper and suffcient 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, 2008 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 auditors for the current year and to authorize the Board to fix
 their remuneration.
 
 AUDITORS’ REPORT
 
 The observations made by the Auditors in their Report read with the
 relevant notes as given in the Notes on Accounts for the year ended
 31st March, 2008 are self explanatory and therefore do not call for any
 further comments under Section 217(3) of the Companies Act, 1956.
 
 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.
 
 DEPOSITS
 
 The deposits accepted by the Company are in accordance with the
 provisions of Section 58A of the Companies Act, 1956 read with the
 Companies (Acceptance of Deposits) Rules, 1975 as amended.
 
 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.
 
 SUBSIDIARY COMPANIES
 
 A statement pursuant to Section 212 of the Companies Act, 1956, setting
 out the particulars of subsidiary companies namely, Orbit Shelter
 Private Limited and Orbit Highcity Private Limited is attached herewith
 and forms part of this report.
 
 Orbit Shelter Private Limited
 
 The Total Revenue of the Company was Rs. 2,885.03 million. The Company
 has incurred a Profit after Tax of Rs. 700.51 million.
 
 Projects
 
 Synopsis of the project in hand is as under;
 
 Name of the Project  Location     Estimated Free Sale Area (sq. fts.)
 
 Orbit WTC              BKC                       333,000
 
 The Company has successfully entered into a Memorandum of Understanding
 to sell the entire freesale area of 333,000 SFT to JSW Group for
 consideration of INR 8071.30 million.
 
 Orbit Highcity Private Limited
 
 Orbit Highcity Private Limited was incorporated on 19th December, 2007
 with a primary focus to develop township projects in Mumbai
 Metropolitan Region.
 
 QUALITY INITIATIVES
 
 The Orbit WTC is constructed as per the practices and guidelines
 designed to achieve the prestigious Leadership in Energy and
 Environmental Design (LEED) Green Building Certification. It is the
 first step towards making all the structures Green and thoroughly
 environment-friendly.
 
 This LEED-certified buildings will have lower operating costs and
 increase the asset value of the company. They will reduce waste sent to
 landfills and conserve energy and water. It also reduces harmful
 greenhouse gas emissions.
 
 IMPLEMENTATION OF GLOBAL BEST PRACTICES
 
 Currently your Company is in the process of implementation of the SOP
 (Standard Operating Processes) as advised by Pricewaterhouse Coopers
 Pvt. Ltd. in a phased out manner, to maximize the effciency of
 processes and mitigate the risks on corporate as well as project level
 by effcient internal Risk Management Systems.
 
 BRANDING
 
 Your Company had supported the “ET Realty Expo 2007” by sponsoring the
 event by “Platinum sponsorship”. The company was the principal
 sponsorer of the Business Man of the Year organized by “Business
 India”.
 
 ACKNOWLEDGEMENTS
 
 The Board would also like to express their gratitude for the continued
 support from its Stakeholders, Customers, Suppliers, Bankers, Statutory
 Authorities and all other business associates. Last but not the least,
 the Board places on record its deep appreciation of the untiring and
 devoted services of the employees.
 
                            For and on behalf of the Board of Directors
 
 Place: Mumbai                            Ravi Kiran Aggarwal
 Dated: 4th June, 2008                    Chairman