You are here » Home » Companies » Company Overview » Orbit Exports Ltd

Orbit Exports Ltd.

BSE: 512626 Sector: Industrials
NSE: ORBTEXP ISIN Code: INE231G01010
BSE 12:20 | 20 Sep 74.00 -0.10
(-0.13%)
OPEN

73.50

HIGH

74.00

LOW

72.35

NSE 12:16 | 20 Sep 73.50 -0.85
(-1.14%)
OPEN

75.00

HIGH

75.00

LOW

72.30

OPEN 73.50
PREVIOUS CLOSE 74.10
VOLUME 1613
52-Week high 99.40
52-Week low 52.00
P/E 34.74
Mkt Cap.(Rs cr) 203
Buy Price 73.00
Buy Qty 50.00
Sell Price 74.00
Sell Qty 97.00
OPEN 73.50
CLOSE 74.10
VOLUME 1613
52-Week high 99.40
52-Week low 52.00
P/E 34.74
Mkt Cap.(Rs cr) 203
Buy Price 73.00
Buy Qty 50.00
Sell Price 74.00
Sell Qty 97.00

Orbit Exports Ltd. (ORBTEXP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Report and Audited Accounts of the Companyfor the year ended March 31 2020.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

Rs in Lakhs

Particulars Standalone Consolidated
March 31 2020 March 31 2019 March 31 2020 March 31 2019
Total Revenue 14389.30 13676.69 15022.95 14193.86
Profit before Exceptional Items and Tax 3111.42 3043.05 3430.23 3311.45
Share of Profit/ Loss of Associate - - 234.65 230.10
Profit before Tax 3111.42 3043.05 3430.23 3311.45
Provision for taxation 798.30 731.23 803.75 736.27
Profit after Tax 2313.12 2311.82 2626.48 2575.18
Other Comprehensive Income (25.31) 24.87 (81.80) 21.69
Total Comprehensive Income 2287.81 2336.69 2544.68 2596.87
Balance brought forward from previous year 13473.03 11151.14 14037.36 11455.71
Appropriations during the year:
Less: Buy Back of Shares (911.75) - (911.75) -
Less: Transaction cost on Buy Back of Shares (9.98) (14.8) (9.98) (14.8)
Less: Dividend on Equity Shares (821.49) - (821.49) -
Less: Dividend Distribution Tax (168.86) - (168.86) -
Balance carried forward 13848.74 13473.03 14670.37 14307.76
Equity Share Capital 2738.31 2825.79 2738.31 2825.79
Earning Per Share & Diluted) 8.28 8.18 9.40 9.11

2. BUSINESS PERFORMANCE Standalone Results

The total revenue of your Company on standalone basis has increased to Rs 14389.30Lakhs during the FY 2019-20 from Rs 13676.69 Lakhs during the FY 2018-19 therebyregistering an increase of 5.21%. The profit after tax for the FY 2019-20 stands at Rs2313.12 Lakhs against Rs 2311.82 in the FY 2018-19 higher by 0.06%.

Consolidated Results

The total revenue of your Company on consolidated basis has increased to Rs 15022.95Lakhs during the FY 2019-20 from Rs 14193.86 Lakhs during the FY 2018-19 therebyregistering an increase of 5.84%. The profit after tax for the FY 2019-20 stands at Rs2626.48 Lakhs against Rs 2575.18 in the FY 2018-19 indicating an increase of 1.99%.

3. Dividend

During FY 2019-20 the Board of Directors of the Company in their Meeting held on March06 2020 declared an Interim Dividend of Rs 3/- per Equity Share (i.e. 30%) on 27383065Equity Shares of face value of Rs 10/- each.

4. BUY Back OF Shares

The Board of Directors on March 18 2019 approved the buyback of the Company's fullypaid-up equity shares of the face value of Rs 10/- each from its Members (excludingpromoters promoter group and persons acing in concert) by Open Market Mechanism for anaggregate consideration not exceeding Rs 1000/- Lakhs and at a price not exceeding Rs130/- per Equity Share. The buyback of Equity Shares through the stock exchange commencedon March 29 2019 and was completed on September 04 2019 in compliance with SEBI (BuyBack of Securities) Regulations 2018 and SEBI (Depositories and Participants)Regulations 2018. During this buyback period the Company had purchased and extinguisheda total of 874791 Equity Shares from the stock exchange at an average buy back price ofRs 114.23/- per Equity Share comprising 3.10% of the pre buyback paid-up Equity ShareCapital of the Company thereby resulting in reduction of Equity Share Capital of theCompany from Rs 282578560/- to Rs 273830650/-. The buyback resulted in a cashoutflow of Rs 999.24/- Lakhs (excluding transaction costs). The Company funded the buybackby utilizing its free reserves.

5. SHARE CAPITAL

Due to the buyback held during the FY 2019-20 the Equity Share Capital of the Companyhas been reduced to Rs 273830650/- divided into 27383065 Equity Shares of Rs 10/-each.

During the FY 2019-20 the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2020 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

6. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company hasprepared Consolidated Financial Statement in accordance with the applicable accountingstandards as prescribed under the Companies (Accounts) Rules 2014 and the Companies Act2013 ("the Act"). The Consolidated Financial Statement reflects the results ofthe Company and that of its subsidiary and associates. As required under Regulation 34 ofListing Regulations 2015 the Audited Consolidated Financial Statement together with theIndependent Auditors' Report thereon is annexed and forms part of this Report.

7. GLOBAL PANDEMIC - COVID-19

Due to outbreak of COVID-19 pandemic globally and consequent lockdown imposed by theGovernment of India from March 23 2020 to curb its wide spread a massive economicdisruption and social distress has been witnessed in India. The Company's proactivemanagement in handling the situation ensured not only the safety of its work force butalso smooth uninterrupted and secure business and service continuity. Furtherconsidering the wide spread and varying degree of intensity of pandemic across the countrywhere the Company operates the economic impact during FY 2020-21 seems evident across theindustry. The management is closely analyzing and monitoring the situation and gettingadequately prepared to emerge stronger in the longer term.

8. subsidiary companies and associate company

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries is given in Form AOC-1 which forms part of this Annual Report.

As on March 31 2020 your Company has (Two) Subsidiary Companies and 1 (One) AssociateCompany.

Subsidiary Companies

1. Orbit Inc.

2. Excellere (UK) Ltd.

Associate Company

1. Rainbow Line Trading L.L.C.

The Audited Financial Statements including Consolidated Financial Statements of theCompany and all other documents required to be attached thereto and the FinancialStatements of Subsidiary Companies and Associate Company are uploaded on the website ofthe Company i.e. www.orbitexports.com under 'Investor Information' tab and shallalso be available for inspection by any Member at the Registered Office of the Company.

Pursuant to SEBI Listing Regulations the Company has formulated a policy fordetermining its 'material subsidiaries'. The said Policy may be accessed on the Company'swebsite- www.orbitexports.com.

9. MATERIAL CHANGES AFFECTING THE COMPANY

During the FY 2019-20 there was no material change and commitments affecting thefinancial position between the end of Financial Year and date of this Report of theCompany. There has been no change in the nature of business of the Company.

10. TRANSFER TO RESERVES

During the FY 2019-20 your Company has not transferred any amount to the GeneralReserves.

11. CHANGE IN THE NATURE OF BUSINESS

During the period under review there is no change in the nature of business of theCompany

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations of the Company as requiredunder the Regulation 34 of the SEBI (LODR) Regulations 2015 is provided in a separatesection and forms an integral part of this Annual Report.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure-I"to Annual Report and pursuant to the provision of Section 134(3)(a) of Companies Act2013 the Annual Return of the Company for the Financial Year 2019-2020 is uploaded on theCompany's website - www.orbitexports.com.

14. directors and key managerial personnel

During the FY 2019-20 the following changes occurred in the composition of the Boardand the Key Managerial Personnel of your Company:

i) Cessation of Mr. Bruce Larry Kieval (DIN: 00335336) with effect from September 252019 as Executive Director of the Company;

ii) Appointment of Mr. Sunil Buch (DIN: 07780539) with effect from September 30 2019as an Independent Director of the Company for a period of Five (5) consecutive years;

iii) Re-appointment of Mr. Saumil Marfatia (DIN: 02774221) with effect from September30 2019 as an Independent Director of the Company for a period of Two (2) years;

iv) Retirement of Mr. Balkrishna Patil (DIN: 02927967) on September 30 2019 as anIndependent Director of the Company upon completion his second term of Directorship onBoard;

v) Resignation of Mrs. Neha Poddar Company Secretary and Compliance Officer of theCompany on January 18 2020;

vi) Appointment of Mrs. Neha Devpura as Company and Compliance Officer of the Companywith effect from February 04 2020.

Your Board places on record its appreciation for the outstanding contributions made byMr. Bruce Larry Kieval Mr. Balkrishna Patil and Mrs. Neha Poddar during their tenure.

Upon recommendation of the Nomination and Remuneration Committee the Board in itsMeeting held on June 22 2020 approved the appointment of Mrs. Chetna Manish Malaviya(DIN: 07300976) as an Additional Director (Independent Non-Executive) of the Company notliable to retire by rotation for a term of Five (5) consecutive years with effect fromJune 20 2020 to June 21 2020 subject to approval of Members at the ensuing AGM of theCompany. Mrs. Malaviya is not related to any Directors of the Company. The Boardrecommends the appointment of Mrs. Chetna M Malaviya and brief profile of Mrs. Malaviyaproposed to be appointed has been provided in the Notice convening the 37th AGMof the Company.

Upon recommendation of the Nomination and Remuneration Committee the Board in itsMeeting held on August 12 2020 approved the re-appointment of Mr. Pardeep Khosla (DIN:06926523) as an Independent Director of the Company whose term expires at the ensuing AGMfor a second term of Five (5) consecutive years with effect from September 28 2020 uptoand including September 27 2025 subject to approval of Members at the ensuing AGM of theCompany. Mr. Khosla is not related to any Directors of the Company. The Board recommendsthe re-appointment of Mr. Pardeep Khosla not liable to retire by rotation. A briefprofile of Mr. Khosla proposed to be appointed has been provided in the Notice conveningthe 37th AGM of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withRules made thereunder and the Articles of Association of the Company Mr. Varun Daga (DIN:01932805) Non -Executive Non Independent Director of the Company retires by rotation atthe ensuing AGM and being eligible offers himself for re-appointment. Accordingly theBoard recommends the said re-appointment of Mr. Varun Daga and his brief profile has beenprovided in the Notice convening the 37th AGM of the Company.

Declaration from Independent Directors

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board the IndependentDirectors fulfil the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

Registration on Independent Directors' Data Bank

The Independent Directors have registered themselves in the Data Bank maintained withthe Indian Institute of Corporate Affairs Manesar ("IICA"). However pursuantto the Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake Proficiency Test within of one year from the date of registration on theIndependent Directors' Databank and none of the Directors have exceeded the said period ofone year from the date of registration as on the date of this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently andjudgments and estimates are made reasonably and prudently so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date;

c. proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the annual accounts have been prepared for the financial year ended March 31 2020on a 'going concern' basis;

e. proper internal financial controls are devised to ensure compliance with all theprovisions of the applicable laws and that such internal financial controls are adequateand are operating effectively; and

f. proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

16. NUMBER OF MEETINGS OF THE Board

During the FY 2019-20 Five (5) Meetings of the Board of Directors of the Company wereconvened and held. The particulars of Meetings held and attended by each Director aredetailed in the Corporate Governance Report that form part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Listing Regulations.

17. COMMITTEES OF THE BOARD

As per the Companies Act 2013 and the Listing Regulations during the FY 2019-20 theBoard had four Statutory Committees viz. Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders' RelationshipCommittee. The terms of reference of the said committees along with their compositionnumber of Meetings held and attendance of Members at each meeting are provided in theCorporate Governance Report which forms a part of this Report.

18. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM SECRETARIAL AUDITOR

The Company has committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements set out by the Securities Exchange Board ofIndia (SEBI). As required under Regulation 34(3) of SEBI (LODR) Regulations 2015 thereport of Corporate governance as stipulated under Listing Regulations forms an integralpart of this Annual Report and the requisite certificates required under Regulation 34(3)of Schedule V(E) of the SEBI (LODR) Regulations 2015 from M/s. S. K. Jain & Co.Practicing Company Secretaries regarding conditions of Corporate Governance is attachedto Report on Corporate Governance.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir roles rights and responsibilities as Directors the working of the Company changesin the regulatory environment etc.

Apart from above Independent Directors are also familiarized through variousregulatory developments amendments in laws. A detailed description of the familiarizationprograms extended to the Independent Directors during the financial year is disclosed onthe Company's website at www.orbitexports.com.

20. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations your Companyconducted the annual performance evaluation of the Board the Chairman its variousCommittees and the Directors individually including Independent Directors. A structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The Board of Directorsexpressed their satisfaction with the evaluation process.

The criteria applied in the evaluation process are explained in the Report on CorporateGovernance which forms part of the Annual Report.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for adequate safeguards against victimization of Director(s) oremployee(s) or any other person who avail the Mechanism. The Code applies to allDirectors Officers and Employees of the Company.

The Code of Conduct is available on Company's website- www.orbitexports.com toreport any concerns about unethical behaviour any actual or suspected fraud.

22. DEPOSITS

During the Financial Year 2019-20 your Company has not accepted any public depositcovered under the Companies Act 2013.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 is mentioned in the notes to the Financial Statements forming part ofthis Annual Report.

24. INSURANCE

All the properties including buildings plant and machinery and stocks have beenadequately insured.

25. PARTICULARS CONTRACTS OR ARRANGEMENTS WITH Related PARTIES

During the FY 2019-20 all transactions with related parties were placed before theAudit Committee for its approval. An omnibus approval from the Audit Committee wasobtained for the related party transactions which are repetitive in nature. All thetransactions with related parties entered into during the year under review were in theordinary course of business and on arms' length basis in accordance with the provisions ofthe Act Rules made thereunder and Listing Regulations. The Audit Committee and the Boardreview all the related party transactions entered into on a quarterly basis.

The transactions of the Company with its wholly-owned subsidiaries are exempted fromapproval of the Members of the Company and hence such approvals are not obtained. Thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is attached as "Annexure - II".

In accordance with Regulation 23(1) of SEBI (LODR) Regulation 2015 the Company hasformulated a Policy on the Material Related Party Transactions and on dealing with RelatedParty Transactions approved by the Board is available on the Company's website i.e. www.orbitexports.com.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is set as "Annexure-iii" to AnnualReport.

27. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of managerial Personnel) Rules 2014 is annexed to this Report as "Annexure- IV".

Details of employee remuneration as required under provisions of Section 197 of theAct and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form part of this report. As per the provisions of Section 136 of the Actthe Report and Financial Statement are being sent to the Members of your Company andothers entitled thereto excluding the statement on particulars of employees. Inaccordance with Section 136 of the Act 2013 this exhibit is available for inspection byshareholders through electronic mode. Any Member desirous of conducting inspection and/orobtaining a copy of the said information/ Annexure may write to the Company Secretary.

28. LISTING AT STOCK EXCHANGES

The Equity shares of your Company continues to be listed on BSE Limited and theNational Stock Exchange of India Limited. The applicable listing fees for the F.Y. 2020-21have been duly paid to the Exchanges.

29. INTERNAL FINANCIAL CONTROL SYSTEMS And THEIR Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The internal auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. All the transactions are properly authorised recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements.

30. significant and material orders passed by the regulators or courts or tribunals

IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the FY 2019-20 there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.

31. auditors and auditors' report

STATUTORY Auditors

M/s. G.M. Kapadia & Co. Chartered Accountants (FRN: 104767W) Statutory Auditorsof the Company will be completing their 1st (first) term of Five (5) years as aStatutory Auditors of the Company at the conclusion of ensuing Annual General Meeting.Therefore pursuant to Section 139 of Companies Act 2013 M/s. G.M. Kapadia & Co.Chartered Accountants (FRN: 104767W) subject to the approval of Members are eligible toget re-appointed for 2nd (second) term of Five (5) years as Statutory Auditorsof the Company from the conclusion of ensuing Annual General Meeting till the conclusionof 42nd Annual General Meeting. The Board considered the recommendation ofAudit Committee and seeks approval of the Members for re-appointment of M/s. G.M. Kapadia& Co. Chartered Accountants.

The Reports given by M/s. G.M. Kapadia & Co. Chartered Accountants on thestandalone and consolidated financial statements of the Company for FY 2019-20 does notcontain any qualification reservation or adverse remarks and forms part of the AnnualReport.

cost auditor

The Board of Directors on the recommendation of the Audit Committee have consideredthe appointment M/s. Balwinder & Associates Cost Accountants (FRN: 000201) as CostAuditors of the Company for the financial year ending March 31 2021 on a remunerationas mentioned in the Notice convening the 37th Annual General Meeting forconducting the audit of the cost records maintained by the Company.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the cost audit recordsmaintained by the Company are required to be audited. In terms of the provisions of theCompanies Act 2013 the remuneration payable to Cost Auditors is required to be ratifiedby the Shareholders at the ensuing Annual General Meeting and accordingly a resolutionseeking ratification forms part of the Notice of the 37th Annual GeneralMeeting of the Company and same is recommended for Members consideration and approval.

The Board had appointed M/s. Balwinder & Associates Cost Accountants (FRN: 000201)as Cost Auditor of the Company for the FY 2019-20. The Cost Audit Report for FY 2018-19has been duly filed with the Ministry of Corporate Affairs.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed S. K. Jain & Co. Practising Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2020-21.

The Report of Secretarial Audit in form MR-3 for the financial year ended March 312020 is annexed herewith and marked as "Annexure-V" to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

32. REPORTING OF FRAUD BY AUDITOR

During the FY 2019-20 the Statutory Auditors Cost Auditors and Secretarial Auditorshave not reported any instances of frauds committed in the Company by its Officers orEmployees to the Audit Committee under Section 143(12) of the Act details of which needsto be mentioned in this Report.

33. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility ("CSR") Committeein terms of the provisions of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014. The composition and terms ofreference of the CSR Committee is provided in the Corporate Governance Report formingpart of this Report. The policy is available on the website of the Company- www.orbitexports.com.

During the FY 2019-20 the Corporate Social Responsibility (CSR) expenditure incurredby the Company was Rs 154.44 Lakhs. The Annual Report on CSR activities undertaken duringthe financial year 2019-20 is in accordance with the provisions of the Companies Act 2013and Companies (Corporate Social Responsibility Policy) Rules 2014 and is appended as"Annexure-Vi" to this Report. During the year the Company hadsuccessfully completed its CSR obligation and some portion of the pending obligation ofprevious years.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(6) of the Companies Act 2013 all shares in respect of whichDividend has not been paid or claimed for seven consecutive years or more shall betransferred by the Company in the name of Investor Education and Protection Fund("IEPF"). In view of this your Company has transferred 35809 unclaimed EquityShares pertaining to financial year 2011-2012 to the Demat account of IEPF duringSeptember 2019. The details of the said shares transferred are provided on the website ofthe Company at www.orbitexports.com.

During the year under review the Company has transferred unclaimed dividend of Rs329283/- for the FY 2011-12 and fractional entitlement of bonus shares of Rs 4202/-. Ason March 31 2020 the total amount lying in the Unpaid Dividend accounts of the Companyin respect of the last seven years is around Rs 46.90 Lakhs. Details of unclaimed Dividendand Shares due for transfer with due dates & procedure to claim the same are providedin the Notes to Notice for 37th AGM and briefly in the Corporate GovernanceReport which forms an integral part of this Report.

Details of Nodal Officer are displayed on the Company's website at www.orbitexports.com.

35. CREDiT RATiNG

As on March 31 2020 your Company's credit rating stands as follows:

instrument Rating
Long Term Debt ICRA A (Stable)
Short Term Debt ICRA A1

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading whichlays down the process of trading in securities of the Company by the Designated Personsand to regulate monitor and report trading by the employees of the Company either onhis/her own behalf or on behalf of any other person on the basis of Unpublished PriceSensitive Information. Also it lays down the procedure for Inquiry in case of leak ofUnpublished Price Sensitive Information including Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information.

The aforementioned amended Code is available on the website of the Company at www.orbitexports.com.

37. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION And REDRESSAL) ACT 2013

Your Company has complied with the provisions relating to the constitution of InternalComplaints Committee under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporary andtrainees) are covered under this policy. Your Company has constituted an InternalComplaints Committee (ICC) which overlooks all Company locations in India to consider andresolve all sexual harassment complaints reported to this Committee. The constitution ofthe ICC is as per the Act and the Committee includes an external member from NGOs withrelevant experience.

During the year under review no cases were received/filed pursuant to the provisionsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

38. EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable SEBI (Share Based Employee Benefits) Regulations 2014erstwhile SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999 and as per Section 62(1)(b) of the Companies Act 2013 read with Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.

Disclosures with respect to Employees Stock Option Scheme of the Company

Number of options granted: 151000

Exercise Price: 52000 options granted at an exercise price of Rs 69.75/- per option95000 options granted at an exercise price of Rs 342/- per option and 4000 optionsgranted at an exercise price of Rs 348.50/-.

Options vested: 52000 options and 95000 options and 4000 options.

Options exercised: On November 05 2015 company allotted 30000 equity shares pursuantto exercise of 30000 stock options by the employees of the Company.

On January 29 2016 company allotted 13000 equity shares pursuant to exercise of13000 stock options by the employees of the Company.

On April 02 2016 company allotted 9000 equity shares pursuant to exercise of 9000stock options by the employees of the Company.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings and Dividends.

40. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

For and on behalf of the Board of Directors
Dated: August 12 2020 Pankaj Seth
Place: Mumbai Chairman & Managing Director
(DIN: 00027544)

ANNEXURE- I

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended 31.03.2020

[Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L40300MH1983PLC030872
Registration Date 16-09-1983
Name of the Company Orbit Exports Limited
Category / Sub-Category of the Company Company having Share Capital
Address of the Registered Office and contact details 122 Mistry Bhavan 2nd Floor Dinshaw Wachha Road Churchgate Mumbai - 400020 Ph. No.: + 91-22-66256262 Fax No.: + 91-22-22822031 Email id.: investors@orbitexports.com
Whether listed company Yes
Name address and contact details of Registrar and Transfer Agent if any Link Intime India Pvt. Ltd. C -101 247 Park L.B.S. Marg Vikhroli West Mumbai - 400083 Ph. No.: 022-49186270 Fax No.: 022-49186060 Email id: rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Fabrics 13122 91.63

III. PARTICULARS OF Holding Subsidiary And ASSOCIATE COMPANIES:

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 Orbit Inc. 835-B San Julian Street Los Angeles CA 90014 Not Applicable Subsidiary 100% 2(87)
2 Excellere (UK) Ltd. Kajaine House 57-67 High Street Edgware HA 87DD England Not Applicable Subsidiary 100% 2(87)
3 Rainbow Line Trading L.L.C. Dubai UAE Post Box No: 241196 Shop No. 12 Al Fardan Building Bur Dubai Wholesale Textile Market Opp.Siya Mosque Bur Dubai Dubai Not Applicable Associate 49% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

(i) Category-wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
demat Physical Total % of Total Shares demat Physical Total % of Total Shares
a. Promoters
(1) indian
a) Individual / HUF 15150503 - 15150503 53.62 15410783 - 15410783 56.28 2.66
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate 2538780 - 2538780 8.98 2628940 - 2628940 9.60 0.62
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-Total (A)(1) 17689283 - 17689283 62.60 18039723 - 18039723 65.88 3.28
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-Total (A)(2) - - - - - - - - -
Total Shareholding of Promoters (A) =(A)(1)+(A)(2) 17689283 - 17689283 62.60 18039723 - 18039723 65.88 3.28
B. Public Shareholding
(1) institutions
a) Mutual Funds / UTI - - - - - - - - -
b) Banks / FI 1543 - 1543 0.01 - - - - (0.01)
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - Foreign Portfolio Investor - - - - - - - -
Sub-Total (B)(1) 1543 - 1543 0.01 - - - - (0.01)
(2) Non-Institutions
a) Bodies Corporate
i) Indian 1025811 5100 1030911 3.65 818867 4750 823617 3.01 (0.64)
ii) Overseas - - - - - - - - -
b) individuals
i) Individual Shareholders holding nominal share capital upto Rs 1 lakh 2514867 442241 2957108 10.46 1984254 386991 2371245 8.66 (1.81)
ii) Individual Shareholders holding nominal share capital in excess of '1 lakh 5325546 - 5325546 18.85 5152978 - 5152978 18.82 (0.03)
c) Others (specify)
i) IEPF 38508 - 38508 0.14 74217 - 74217 0.27 0.13
ii) Trusts - - - - - - - - -
iii) Clearing Members 14713 - 14713 0.05 2411 - 2411 0.01 (0.04)
iv) Market Maker 912 - 912 0.00 - - - - -
v) NRI (Repat) 619598 - 619598 2.19 297850 - 297850 1.09 (1.10)
vi) NRI (Non Repat) 398707 - 398707 1.41 63296 - 63296 0.23 (1.18)
vii) Hindu Undivided Family 181027 - 181027 0.64 557728 - 557728 2.04 1.40
Sub-Total (B)(2) 10119689 447341 10567030 37.40 8951601 391741 9343342 34.12 (3.27)
Total Public Shareholding (B)=(B)(1)+ (B)(2) 10121232 447341 10568573 37.40 8951601 391741 9343342 34.12 (3.28)
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 27810515 447341 28257856 100.00 26991324 391741 27383065 100.00 -

(ii) Shareholding of Promoters

Sr. No. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares
1 Mr. Pankaj Seth 11322112 40.07 - 11337112 41.40 - 1.33
2 Mrs. Anisha Seth 3813853 13.50 - 4019558 14.68 - 1.18
3 M/s. Mediaman Multitrade Private Limited 2538780 8.98 - 2628940 9.60 - 0.62
4 Ms. Vishakha Seth Mehra 12000 0.04 - 17676 0.06 - 0.02
5 Mr. Parth Seth 2538 0.01 - 26411 0.10 - 0.09
6 Pankaj S Seth (HUF) - - - 10026 0.04 - 0.04
Total 17689283 62.60 - 18039723 65.88 - 3.28

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Sr. No. Shareholder's Name Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Mr. Pankaj Seth
At the beginning of the year 11322112 40.07 11322112 40.07
Add: Shares acquired on February 28 2020 14978 0.05 11337090 41.40
Add: Shares acquired on March 06 2020 22 - 11337112 41.40
At the end of the year 11337112 41.40
2. Mrs. Anisha Seth
At the beginning of the year 3813853 13.50 3813853 13.50
Add: Shares acquired on March 23 2020 180450 0.66 3994303 14.59
Add: Shares acquired on March 26 2020 25255 0.09 4019558 14.68
At the end of the year 4019558 14.68
3. Mediaman Multitrade Pvt. Ltd.
At the beginning of the year 2538780 8.98 2538780 8.98
Add: Shares acquired on March 23 2020 90160 0.33 2628940 9.60
At the end of the year 2628940 9.60
4. Ms. Vishakha Seth Mehra
At the beginning of the year 12000 0.04 12000 0.04
Add: Shares acquired on November 22 2019 1409 0.01 13409 0.05
Add: Shares acquired on November 29 2019 4267 0.02 17676 0.06
At the end of the year 17676 0.06
5. Mr. Parth Seth
At the beginning of the year 2538 0.01 2538 0.01
Add: Shares acquired on November 22 2019 7065 0.03 9603 0.04
Add: Shares acquired on November 29 2019 1877 0.01 11480 0.04
Add: Shares acquired on December 06 2019 2515 0.01 13995 0.05
Add: Shares acquired on December 13 2019 4969 0.02 18964 0.07
Add: Shares acquired on December 20 2019 1276 0.00 20240 0.07
Add: Shares acquired on December 27 2019 2671 0.01 22911 0.08
Add: Shares acquired on December 31 2019 2000 0.01 24911 0.09
Add: Shares acquired on March 27 2020 1500 0.01 26411 0.10
At the end of the year 26411 0.10
6. Pankaj S Seth (HUF)
At the beginning of the year - - - -
Add: Shares acquired on November 22 2019 123 - 123 -
Add: Shares acquired on November 29 2019 1140 - 1263 -
Add: Shares acquired on December 20 2019 6982 0.03 8245 0.03
Add: Shares acquired on January 03 2020 1781 0.01 10026 0.04
At the end of the year 10026 0.04

Note:-

1. Percentage calculated at the beginning of the year is on the basis of paid-upCapital prior to Buy-back (i. e 28257856 Equity Shares)

2. Percentage calculated at the time of acquisition and end of the year is on the basisof paid-up Capital post to Buy-back (i.e 27383065 Equity Shares)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

Sr. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Varun daga
At the beginning of the year 2091971 7.38 2091971 7.38
Less: Shares sold on August 23 2019 2062 0.01 2089909 7.63
Less: Shares sold on March 13 2020 204 - 2089705 7.63
At the end of the year 2089705 7.63
2. Kaushik daga
At the beginning of the year 2112396 7.45 2112396 7.45
Add: Purchase of shares on October 18 2019 6775 0.02 2119171 7.74
Add: Purchase of shares on October 25 2019 87 - 2119258 7.74
Add: Purchase of shares on November 22 2019 200 0.01 2119458 7.74
Less: Shares sold on February 28 2020 272000 0.99 1847458 6.75
At the end of the year 1847458 6.75
3. Paras Kumar daga HUF
At the beginning of the year - - - -
Add: Purchase of shares on March 06 2020 293288 1.07 293288 1.07
At the end of the year 293288 1.07
4. RVB Enterprise LLP
At the beginning of the year 280978 0.99 280978 0.99
At end of the year 280978 1.03
5. Own Infracon Private Limited
At the beginning of the year 334061 1.18 334061 1.18
Add: Purchase of shares on October 18 2019 2725 0.01 336786 1.23
Less: Shares sold on March 20 2020 65580 0.24 271206 0.99
At the end of the year 271206 0.99
6. Sandeep Sharma
At the beginning of the year 543373 1.92 543373 1.92
Less : Shares sold on March 27 2020 295000 1.08 248373 0.91
At the end of the year 248373 0.91
7. Vinodkumar Harakchand daga
At the beginning of the year - - - -
Add: Purchase of shares on December 06 2019 188831 0.69 188831 0.69
At the end of the year 188831 0.69
8. Aditya Vipin Jain
At the beginning of the year 60000 0.21 60000 0.21
Add: Purchase of shares on November 15 2019 11000 0.04 71000 0.26
At the end of the year 71000 0.26
9. Shreans daga HUF
At the beginning of the year - - - -
Add: Purchase of shares on March 06 2020 111301 0.41 111301 0.41
At the end of the year 111301 0.41
10. Apla Pramod Talsania
At the beginning of the year 100000 0.35 100000 0.35
At the end of the year 100000 0.37

 

Note 1: At beginning of the year percentage is calculated on 28257856 Equity Shares.

Note 2: As Buyback was closed on September 04 2019 thereby reducing the paidup share capital to 273830650 therefore transactions executed after September04 2019 percentage is calculated on 27383065 Equity Shares. Note 3: At end of theyear total paid up share capital of the Company is 273830650 therefore percentage iscalculated on 27383065 Equity Shares.

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No. For Each of the directors and KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Mr. Pankaj Seth
At the beginning of the year 11322112 40.07 11322112 40.07
Add: Purchase of shares on February 28 2020 14978 0.05 11337090 41.40
Add: Purchase of Shares on March 06 2020 22 - 11337112 41.40
At the end of the year 11337112 41.40
2. Mrs. anisha Seth
At the beginning of the year 3813853 13.50 3813853 13.50
Add: Purchase of shares on March 23 2020 180450 0.66 3994303 14.59
Add: Purchase of shares on March 26 2020 25255 0.09 4019558 14.68
At the end of the year 4019558 14.68
3. Varun daga
At the beginning of the year 2091971 7.40 2091971 7.40
Less: Sell of shares on August 23 2019 2062 0.01 2089909 7.63
Less: Sell of shares on March 13 2020 204 - 2089705 7.63
At the end of the year 2089705 7.63
4. Mr. Pardeep Khosla
At the beginning of the year 100 - 100 -
At the end of the year 100 -
5. Mr. Mukesh deopura
At the beginning of the year 2457 0.01 2457 0.01
At the end of the year 2457 0.01
6. Ms. Neha Poddar*
At the beginning of the year 1 - 1 -
At the end of the year 1 -
7. Ms. Neha devpura**
At the beginning of the year - - - -
At the end of the year - - - -

 

* Mrs. Neha Poddar Company Secretary & Compliance Officer of the Company resignedfrom the dosing of business working hours on January 18 2020.

**Mrs. Neha Devpura appointed as a Company Secretary and Compliance Officer of theCompany w.e.f. February 04 2020.

As Buyback was dosed on September 04 2019 thereby reducing the paid upshare capital to 27383065 therefore

transactions executed after September 04 2019 percentage is calculated on 27383065Equity Shares.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/ accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total indebtedness (Rs in Lakhs)
Indebtedness at the beginning of the financial year
i) Principal Amount 980.14 - - 980.14
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 5.82 - - 5.82
Total (i+ii+iii) 985.96 - - 985.96
Change in Indebtedness during the financial year
• Addition 628.41 - - 628.41
• Reduction - - - -
Net Change 628.41 - - 628.41
Indebtedness at the end of the financial year
i) Principal Amount 1607.94 - - 1607.94
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 6.43 - - 6.43
Total (i+ii+iii) 1614.37 - - 1614.37

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing director Whole-time directors and/or Manager

Sr. No. Particulars of Remuneration Mr. Pankaj Seth MD Ms. Anisha Seth WTD Total Amount (Rs in Lakhs)
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 208.33 208.33 416.66
(b) Value of perquisites under Section 17(2) Income Tax Act 1961 - - -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others specify - - -
5 Others please specify - - -
Total (A) 208.33 208.33 416.66
Ceiling as per the Act The remuneration paid to Managing Director and Whole-time Director are within the ceiling prescribed under Companies Act 2013.

B. Remuneration to other directors

Sr. No. Particulars of Remuneration Name of director Total Amount (Rs Lakhs)
Mr. Saumil Marfatia Mr. Balkrishna Patil Mr. Pardeep Khosla Mr. Sunil Buch Mr. Varun daga
1 independent directors
- Fee for attending Board/ Committee Meetings 0.55 0.30 0.90 0.95 - 2.70
- Commission - - - - - -
- Others please specify - - - - - -
Total (1) 0.55 0.30 0.90 0.95 - 2.70
2 Other Non Executive director
- Fee for attending Board/ Committee Meetings - - - - 0.85 0.85
- Commission - - - - - -
- Others please specify - - - - - -
Total (2) - - - - 0.85 0.85
3 Executive director
- Commission - - - - - -
- Others please specify - - - - - -
Total (3) - - - - - -
Total (B) = (1+2+3) 0.55 0.30 0.90 0.95 0.55 3.55
Total Managerial Remuneration (A+B) - - - - - 420.21
Overall Ceiling as per the Act The remuneration paid to other Directors are within the ceiling prescribed under Companies Act 2013

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr. No. Particulars of remuneration Key Managerial Personnel Total amount (Rs in Lakhs)
Mr. Mukesh Deopura Chief Financial Officer *Ms. Neha Poddar Company Secretary **Ms. Neha Devpura Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 33.85 9.44 2.13 45.42
(b) Value of perquisites under Section 17(2) Income Tax Act 1961 - - - -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 - - - -
2 Stock Option (No. of Options) 20000 6000 - -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- others specify - - - -
5 Others please specify - - - -
Total 33.85 9.44 2.13 45.42

 

*Mrs. Neha Poddar has resigned w.e.f. the closing of business working hours on January18 2020. ** Mrs. Neha Devpura has been appointed w.e.f. February. 04 2020

VII. PENALTIES / PUNISHMENT/ Compounding OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment / Compounding fees imposed Authority [RD/ NCLT/ Court] Appeal made if any (give details)
a. company
Penalty

None

Punishment
Compounding
B. Directors
Penalty

None

Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty

None

Punishment
Compounding

.