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Orbit Corporation
BSE: 532837|NSE: ORBITCORP|ISIN: INE628H01015|SECTOR: Construction & Contracting - Real Estate
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Notes to Accounts Year End : Mar '11
1.  Contingent Liabilities: Corporate Guarantee (previous years Rs Nil)
 
 The Company had provided corporate guarantee on behalf of Bhagyodaya
 Infrastructure Development Limited, the principal contractor for few
 projects undertaken by the Company, for availing credit facility to the
 extent of Rs 175.00 million from State Bank of India. Loan Outstanding
 as on 31st March 2011 is Rs 87.08 million.
 
 Estimated amounts of contracts remaining to be executed on capital
 account and not provided for (net of advances) Rs Nil; (Previous year Rs
 Nil).
 
 2. Non Convertible Debentures (NCDs) issued by the company are held by
 Life Insurance Corporation of India (LIC) for an outstanding amount of
 Rs 1,500 millions. The said NCDs have been secured by mortgage of its
 property situated at Santacruz, Mumbai and over immovable property at
 Gujarat.  In addition to above, the said NCDs have also been secured by
 personal guarantee of Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal.
 The Redemption schedule is as under:
 
 Debenture Redemption Reserve (DRR) has been created in accordance with
 circular No.9/2002 dated 18th April, 2002 issued by Department of
 Company Affairs, Ministry of Law Justice and Company Affairs Government
 of India and Section 117(C) of the Companies Act, 1956. Amount set
 aside for DRR represents proportionate amount of outstanding NCDs
 equally spread over terms of Debentures.
 
 3.  Sundry creditors includes Rs Nil (Previous year Rs Nil) due to
 vendors covered by the Micro, Small and Medium Enterprises Development
 Act, 2006.
 
 4.  Sundry debtors, sundry creditors and loans and advances are subject
 to confirmation and reconciliation, if any.
 
 5.  Segment Reporting
 
 The Companys business activities fall within a single segment, viz.
 real estate and redevelopment and predominantly operates in domestic
 market. Accordingly, disclosure requirements under Accounting Standard
 (AS) 17 Segment Reporting, is not applicable.
 
 6.  Acquisition of Subsidiaries:
 
 a.  During the year, the Company had acquired 10,000 equity shares of
 M/s Orbit Habitat Private Limited at Rs 10 each, thereby making it 100%
 subsidiary of the Company. The company had made advances of Rs 142.65 Mn
 for further acquisition of shares.
 
 b.  The Company has further acquired 7,258,065 shares of subsidiary M/s
 Orbit Highcity Private Limited at Rs 62 per share i.e. at premium of Rs
 52 per share, thereby holding 97.35% shares of the said subsidiary
 company.
 
 c.  During the Year, Company had acquired the entire 10,000 equity
 shares of M/s Anaya Infrastructure Private Limited @ Rs 10 each, thereby
 making it a 100% subsidiary of the company.  However, the shares were
 sold off during the year for @ Rs 123.50 each.
 
 7.  Orbit ESOS 2009
 
 a.  At an Extra Ordinary Meeting held on 9th July, 2009 resolution to
 grant upto 300,000 options to employees was approved. The Compensation
 Committee of the Board granted 161,500 options on 27th January, 2010 to
 selected 107 employees of the Company under Orbit ESOS 2009.
 
 b.  At the time of allotment of bonus shares in July 2010, in the ratio
 of 1 share for every 1 share held, further 161,500 bonus options were
 granted to these employees.
 
 c.  There is no employee who has been granted options equal to or
 exceeding 1% of the Issued Capital.
 
 d.  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.
 
 e.  The number of options which have vested on 27th January 2011 is
 121,320 Options. Subsequently, 2070 vested options have lapsed on
 resignation of 2 employees. These options are available for reissue.
 
 f.  Each option is convertible into One Equity share of Rs 10 each at an
 effective exercise price of Rs 46.71 per share (including impact of
 bonus options), in respect of Options which have vested on 27th January
 2011
 
 g.  The balance options will vest on 27th January 2012 and 27th January
 2013. The options granted would vest over a vesting period of 3 years
 from the date of grant. Pricing of options which will vest in the
 coming years will be worked out on date of vesting and accounted at
 that time
 
 h. As per the pricing formula of the scheme, the exercise price of the
 options can be determined on the basis of average price of shares for
 certain period prior to the date of vest as mentioned in point d
 above. Accordingly, the price of options granted but not vested cannot
 be ascertained. Thereby each vest is considered as a separate grant and
 date of vest is treated as grant date for the purpose of accounting.
 
 i.  Market Price of Rs 67.25 per share is closing price on NSE on the
 previous date of vesting.  (i.e 25th January 2011)
 
 j.  10,900 options granted were allocated to employees of subsidiary
 and group company, of which 3,810 vested on 27th January 2011.  On
 account of which, the company had transferred and recovered employee
 compensation of Rs 0.08 Mn from subsidiary and group company.
 
 m.  For purposes of the proforma disclosures, the fair value of each
 option grant was estimated on the date of grant using the Black Scholes
 Option Valuation model with the following assumptions:
 
 - Risk free interest rate of 7%;
 
 - Expected volatility of 57%
 
 - Expected option life : Average life taken as 1 year from date of
 Vesting
 
 - Expected Dividends : Not separately included, factored in volatility
 working
 
 - Closing market price of share on a date prior to date of Vesting: Rs
 67.25
 
 *The Company has during the year allotted 1,000,000 Equity shares each
 on conversion of warrants into Equity shares and 1,000,000 Bonus shares
 each thereon to Shri Ravi Kiran Aggarwal and Shri Pujit Aggarwal, the
 promoters of the Company.
 
 During the current year company has paid Professional fees to Mr.
 Hafeez Contractor (Director) Rs 22.12 millions in his professional
 capacity.
 
 8.  During the current year company has redeemed all units of LIC MF
 Liquid Fund, for Rs 200.25 millions and earned dividend income of Rs 0.25
 millions on same. The company has redeemed all units of LIC MF Saving
 Fund, for Rs 200.14 millions and earned dividend income of Rs 0.14
 millions on same.
 
 Besides, the company has received a dividend income of Rs 4.02 millions,
 and has redeemed 1,998,640.924 units of Birla Sunlife Savings Fund for
 Rs 20 million. All the above mentioned units were classified as short
 term investments.
 
 9.  Borrowing Cost
 
 Borrowing cost specific to Project is capitalised as project cost and
 are charged to revenue based on percentage completion. Other Borrowing
 costs are charged to revenue. During the year Interest cost Rs 252.81
 million had been charged to revenue (including portion of accumulated
 interest).
 
 10.  Earnings Per Share:
 
 The amount considered in ascertaining the Companys earnings per share
 constitutes the net profit after tax attributable to Equity
 shareholders. The number of shares used in computing basic earnings per
 share is the weighted average number of shares outstanding during the
 year. The number of shares used in computing diluted earnings per share
 comprises the weighted average number of shares considered for deriving
 basic earnings per share and also the weighted average number of shares
 which could have been issued on conversion of all dilutive potential
 shares.
 
 Diluted EPS is calculated on the number of equity shares outstanding as
 on the balance sheet date and also the dilutive component of
 convertible warrants and employee stock options. Dilutive nature have
 been calculated as difference between fair value i.e. average of past
 six months daily closing price as on 31st March, 2011 and actual
 conversion price for such warrants.
 
 11. The Company considering interlia, the legislative intent of the
 provisions of the Section 80-IB (10) of the Income Tax Act, 1961,
 particularly with respect to the deduction of the profits derived from
 redevelopment of buildings/properties, is of the considered opinion
 that it shall be entitled to a 100% deduction of its profits derived
 from such property redevelopment activities undertaken in accordance
 with Development Control Regulations (DCR) in force in the state of
 Maharashtra, notwithstanding approvals etc. in terms of provisions of
 the said Section 80-IB (10). Accordingly the taxable profit computed in
 accordance with the provisions of Income Tax Act, 1961 have been
 reduced to the extent of claim u/s. 80-IB (10).
 
 The company has applied for admission at settlement commission for
 various issues inter alia Section 80-IB (10) claim made by the Company,
 to which Income Tax department had contested upon.
 
 The company has been granted interim relief in form of stay order
 against abatement of all cases.  In view of the matter being subject of
 scrutiny by Settlement Commission and further verification of facts,
 the same is subjudice for deduction u/s 80 – IB(10).
 
 In addition to the amount of Rs 298.04 millions provided during the year
 for tax, Rs 75.38 millions may be an additional amount for the same in
 case the deduction u/s 80-IB (10) is not available for the year.
 
 In addition to the amount of Rs 763.79 millions provided cumulative for
 previous years for tax, Rs 764.12 millions may be an additional amount
 for the same in case the deduction u/s 80 IB (10) is not available for
 such previous years.
 
 The Company inter alia has received notice u/s 153A of the Income Tax
 Act, 1961 in respect of search carried out by the relevant authority in
 February 2010. The Company has filed return for the same except cases
 pending for hearing at Honble Settlement Commission.
 
 12. The total value of sales for project mentioned in note 19 for which
 revenue recognition is applicable is Rs 21,451.06 millions (including
 previous 100% completed projects). Out of which Rs 15,552.81 millions
 was recognised in previous years and Rs 3,433.08 millions is recognised
 revenue for the current year based on percentage completion method. The
 remaining amount i.e. outstanding book size is Rs 2,465.18 millions
 
 13.  Retirement Benefits: Payments under defined contribution plans
 like Provident Fund and Family Pension have been charged to Profit &
 Loss Account as and when made.
 
 14.  Figures for the previous year have been regrouped/reclassified
 wherever necessary.
Source : Dion Global Solutions Limited
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