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Orbit Corporation
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Explore Orbit Corporati connections « Mar 10
Directors Report Year End : Mar '11
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
 (AS–21) 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
 
 
 
Source : Dion Global Solutions Limited
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