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Orbit Corporation Ltd.

BSE: 532837 Sector: Infrastructure
NSE: ORBITCORP ISIN Code: INE628H01015
BSE LIVE 15:09 | 20 Nov 1.37 0.06
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NSE 15:15 | 20 Nov 1.50 0.05
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OPEN 1.37
PREVIOUS CLOSE 1.31
VOLUME 36759
52-Week high 6.40
52-Week low 1.24
P/E
Mkt Cap.(Rs cr) 16
Buy Price 1.37
Buy Qty 75760.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.37
CLOSE 1.31
VOLUME 36759
52-Week high 6.40
52-Week low 1.24
P/E
Mkt Cap.(Rs cr) 16
Buy Price 1.37
Buy Qty 75760.00
Sell Price 0.00
Sell Qty 0.00

Orbit Corporation Ltd. (ORBITCORP) - Director Report

Company director report

Dear Shareholders

The Board of Directors take pleasure in presenting the 16th Annual Report on thebusiness and operations of your Company together with Audited Financial Accounts for theFinancial Year ended 31st March 2016.

REVIEW OF OPERATIONS

The Financial performance of the Company for year ended 31st March 2016 is summarizedbelow:

(Rs. Million)

Standalone Consolidated
Particulars FY 2016 FY 2015 FY 2016 FY 2015
Revenue 126 1187 128 1411
Expenditure 3584 2004 3751 2219
Profit / Loss after tax (3459) (1024) (3623) (1024)
Minority Interest - - (32) (8)
Profit after Minority Interest (3459) (1024) (3591) (1016)

(Rs. Million)

Standalone Consolidated
Particulars FY 2016 FY 2015 FY 2016 FY 2015
Share Capital 1140 1140 1140 1140
Reserves & Surplus 2289 5749 3247 6840
Net worth 3429 6889 4386 7979
Minority Interest - - 1249 1281
Non-current liabilities 2625 3198 3702 4275
Current Liabilities 14576 10984 16239 12249
Total liabilities 17201 14182 19941 16524
Non-current Assets 7337 7172 9587 9433
Current Assets 13292 13904 15990 16357
Total Assets 20629 21076 25577 25790

BUSINESS REVIEW

During the FY 2015-16 your Company achieved total revenue amounting to Rs.128 Millionas against previous year's revenue of Rs.1411 Million on a consolidated basis. YourCompany has suffered a consolidated loss after tax (after minority interest) of Rs. 3591Million for the year as against a loss of Rs. 1016 Million during the previous year.

DIVIDEND

In view of loss during the year the Board of Directors has not recommended anydividend for the financial year 2015-16.

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 ofthe Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014 as amendedduring the year under review.

SUBSIDIARIES

Orbit Highcity Private Limited

Orbit Highcity Private Limited (OHCPL) incorporated on 19th December 2007 is asubsidiary of your Company. It was formed with the objective of developing large sizedprojects like gated townships in the Mumbai Metropolitan region. OHCPL is in the processof developing a project called "Orbit Mandwah" situated at Mandwa Alibaug gatedtownship with high end amenities and features.

The Company has entered into Investment Agreement on 27th January 2010 with IL&FSTrust Company Limited IIRF India Realty X Limited Moltana Holdings Limited RodereHoldings Limited and Orbit Corporation Limited to raise funds for the development ofproject on the property situated at Mandwa District Alibaug and Maharashtra. The holdingof your Company in OHCPL as on 31st March 2016 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 1000Sqr Mtrs or yielding a saleable area of less than 35000 sq. ft.

Ahinsa Buildtech Private Limited

Ahinsa Buildtech Private Limited (ABPL) is a subsidiary of your Company. ABPL hasacquired property called ‘Orkay Mills' situated at Andheri-Kurla Road Saki NakaAndheri East and is developing a residential project called "Orbit ResidencyPark".

Orbit Habitat Private Limited

Orbit Habitat Private Limited (OHPL) is a wholly owned subsidiary of your company. OHPLis currently scouting for opportunities for redevelopment in the island city of Mumbai.

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 FinancialStatements of the Company and its subsidiaries and associate are annexed to this AnnualReport. A Statement containing salient features of the financial statements ofsubsidiaries is annexed herewith as Annexure "A".

The consolidated financial statements have been prepared on the basis of auditedfinancial statements of the Company its subsidiaries and associate company as approvedby their respective Board of Directors except three subsidiary companies for which thefinancial statements are unaudited/certified by the management.

The consolidated financial statements of the Company for the financial year 2015-16 areprepared in compliance with applicable provisions of the Companies Act 2013 andAccounting Standards.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of the Companies Act 2013 Mr. Ravi Kiran AggarwalWhole Time Director of the Company and Mr. Pujit Aggarwal Managing Director and CEO areliable to retire by rotation in the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment.

Mr. Sanjay Phadke Nominee Director of the Company has resigned w.e.f. 29th January2016. Mr. Abdul Sattar Independent Director of the Company has resigned w.e.f. 30th May2016.

The Board extends appreciation for their valuable contributions made during theirtenure.

Mrs. Sakina Saifee Mamaji (DIN No. 03310731) was appointed as an additional director inthe category of Non-Executive Independent Director of the company w.e.f. 12th February2016 whose terms of office expire at the ensuing Annual General Meeting and in respect ofwhom the Company has received notices in writing from the members of the Company pursuantto the provisions of Section 160 of the Companies Act 2013 signifying their intentionsto propose the candidature of Mrs. Sakina Saifee Mamaji for her appointment as a Directorof the Company not liable to retire by rotation for such period as may be approved bythe members of the company at the ensuing Annual General Meeting. Their appointment as anIndependent Directors is now being placed before the Members for their approval.

CS Ronak V. Kalathiya (ACS No.37007) has been appointed as Company Secretary &Compliance Officer w.e.f. 1st March 2016 as per the Regulation 6 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 and under the Companies Act2013 in place of CS Anurag Srivastav (ACS No.17983) who have resigned w.e.f. 13thFebruary 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

a. in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at March 312016 and of the profit and loss of the company for that period; c. the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d. the directors haveprepared the annual accounts on a going concern basis; e. the directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; "Internal FinancialControls" means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including the adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information; f. the directors have devised proper systems to ensurecompliances with the provisions of the applicable laws and that such systems were adequateand operating effectively.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2)(a) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has initiated and put in place evaluation of its own performanceits committees and individual directors. The result of the evaluation is satisfactory andadequate and meets the requirement of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has put in place an induction and familiarisation programme forIndependent Directors in terms of provisions of Regulation 27(2)(a) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Familiarisation programme of the Company familiarise the independent directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the company operates business model of the Company etc. It also providesinformation relating to the financial performance of the Company. Periodic presentationsare made at the Board and Committees meetings relating to the Company performance.

The details of Familiarisation Programme for Independent Directors are available on theCompany'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. Forfurther 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 ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

CORPORATE GOVERNANCE

Report on Corporate Governance in accordance with Regulation 27(2)(a) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with Stock Exchangesalongwith a certificate from Nishant Jawasa & Associates Company Secretaries aregiven separately in this Annual Report.

STATUTORY AUDITORS

M/s. Sharp & Tannan Chartered Accountants the Statutory Auditors of the Companyhas expressed their unwillingness to continue as the Statutory Auditors of the Company andhas resigned w.e.f. 22nd November 2016.

The Board has proposed to appoint M/s. Paresh Rakesh & Associates as the StatutoryAuditors of the Company in the ensuing Annual General Meeting. They have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunderfor appointment as Auditors of the Company. As required under Regulation 27 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. Members' attention is invited to theobservation made by the Auditors under "Emphasis of Matter" appearing in theAuditors 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 hasappointed M/s Nishant Jawasa & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor isannexed herewith as Annexure "B".

COST AUDIT

M/s. Vaibhav M Gandhi Cost Accountants has provided the Cost Audit Report for thefinancial year ended March 31 2016.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of section 135 of the Companies Act 2013 and the Rules made thereunder theBoard in its meeting held on 12thAugust 2014 constituted a Corporate SocialResponsibility Committee (CSR Committee) which however was reconstituted on 13th February2015 due to change in directors of the company. The CSR Committee comprises of directorsnamely Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal.

The report as per Section 135 of the Companies Act 2013 read with Companies (CSRPolicy) Rules 2014 is attached as Annexure "C".

AUDIT COMMITTEE

The Audit Committee comprises of Directors namely Mr. Naresh Maganlal Shah-Chairman ofthe committee Mr. Rahul Pratapchand Kapoor Mrs. Sakina Mamaji and Mr. Ravi KiranAggarwal as other members. All the recommendations made by the Audit Committee wereaccepted by the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil mechanism for Directors & employees and thesame 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 tothe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013 for addressing the complaints / grievances on the sexual harassment of women atwork places.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 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 stockexchanges the Company has constituted a Risk Management Committee which assists the Boardin drawing up implementing monitoring and reviewing the Risk Management Plan. The mainobjective of risk management is reduction and avoidance of risk as also identification ofthe risks faced by the business and optimize the risk management strategies. The RiskManagement Policy is reviewed by the Board of Directors of the Company and the AuditCommittee from time to time so that management controls the risk through properly definednetwork. The composition of the Risk Management Committee as on 31st March 2016 was asunder:

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 Executive

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts/arrangements entered by the Company during the financial year withrelated parties were in the ordinary course of business and on arm's length basis. Duringthe year the Company did not enter into any contract/arrangement/transaction with relatedparties which could be considered material. Your Directors draw attention of the membersto Note no. 31 to the financial statement which sets out related party disclosures.

Particulars of contracts or arrangements entered into by the Company with relatedparties referred to in subsection (1) of Section 188 of the Companies Act 2013 are givenin 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 Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

ORBIT EMPLOYEES STOCK OPTION SCHEME (ESOS) – 2012

Company has not granted any options during the year 2015-16 under Orbit ESOS 2012.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 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 withRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and otherparticulars of the employee is appended as Annexure "I" to the Boards' Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms a part of the Directors' Report andcontains all matters pertaining to the industry.

INTERNAL FINANCIAL CONTROL

Your Company has well defined and adequate internal controls and procedurescommensurate with its size and nature of its operations. The Company has an AuditCommittee comprising largely of Non-Executive Directors which monitors systems controlfinancial management and operations of the Company. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

ACKNOWLEDGEMENT

Acknowledgement The Directors thank all the Shareholders customers dealerssuppliers bankers financial institutions and all the other business associates for theircontinued support to the Company and the confidence reposed in its Management. TheDirectors also thank the Government authorities for their understanding and co-operation.The Directors wish to record their sincere appreciation of the significant contributionmade by the employees of the Company at all levels to its profitable and successfuloperations.

For and on behalf of the Board of Directors
Place: Mumbai Ravi Kiran Aggarwal
Dated: 30th November 2016 Chairman
(DIN: 00133401)