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
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