Dear Shareholders,
The Board of Directors take pleasure in presenting the 16th Annual Report on the
business and operations of your Company together with Audited Financial Accounts for the
Financial Year ended 31st March, 2016.
REVIEW OF OPERATIONS
The Financial performance of the Company for year ended 31st March, 2016 is summarized
below:
(Rs. Million)
|
Standalone |
Consolidated |
| Particulars |
FY 2016 |
FY 2015 |
FY 2016 |
FY 2015 |
| Revenue |
126 |
1,187 |
128 |
1,411 |
| Expenditure |
3584 |
2,004 |
3751 |
2,219 |
| Profit / Loss after tax |
(3459) |
(1,024) |
(3623) |
(1,024) |
| Minority Interest |
- |
- |
(32) |
(8) |
| Profit after Minority Interest |
(3459) |
(1,024) |
(3591) |
(1,016) |
(Rs. Million)
|
Standalone |
Consolidated |
| Particulars |
FY 2016 |
FY 2015 |
FY 2016 |
FY 2015 |
| Share Capital |
1,140 |
1,140 |
1,140 |
1,140 |
| Reserves & Surplus |
2,289 |
5,749 |
3,247 |
6,840 |
| Net worth |
3,429 |
6,889 |
4,386 |
7,979 |
| Minority Interest |
- |
- |
1,249 |
1,281 |
| Non-current liabilities |
2,625 |
3,198 |
3,702 |
4,275 |
| Current Liabilities |
14,576 |
10,984 |
16,239 |
12,249 |
| Total liabilities |
17,201 |
14,182 |
19,941 |
16,524 |
| Non-current Assets |
7,337 |
7,172 |
9,587 |
9,433 |
| Current Assets |
13,292 |
13,904 |
15,990 |
16,357 |
| Total Assets |
20,629 |
21,076 |
25,577 |
25,790 |
BUSINESS REVIEW
During the FY 2015-16, your Company achieved total revenue amounting to Rs.128 Million
as against previous years revenue of Rs.1,411 Million on a consolidated basis. Your
Company has suffered a consolidated loss after tax (after minority interest) of Rs. 3591
Million for the year as against a loss of Rs. 1,016 Million during the previous year.
DIVIDEND
In view of loss during the year, the Board of Directors has not recommended any
dividend 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 of
the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 as amended,
during the year under review.
SUBSIDIARIES
Orbit Highcity Private Limited
Orbit Highcity Private Limited (OHCPL), incorporated on 19th December, 2007 is a
subsidiary of your Company. It was formed with the objective of developing large sized
projects like gated townships in the Mumbai Metropolitan region. OHCPL is in the process
of developing a project called "Orbit Mandwah" situated at Mandwa, Alibaug gated
township with high end amenities and features.
The Company has entered into Investment Agreement on 27th January, 2010 with IL&FS
Trust Company Limited, IIRF India Realty X Limited, Moltana Holdings Limited, Rodere
Holdings Limited and Orbit Corporation Limited to raise funds for the development of
project on the property situated at Mandwa, District Alibaug, and Maharashtra. The holding
of 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 1,000
Sqr Mtrs or yielding a saleable area of less than 35,000 sq. ft.
Ahinsa Buildtech Private Limited
Ahinsa Buildtech Private Limited (ABPL) is a subsidiary of your Company. ABPL, has
acquired property called ‘Orkay Mills situated at Andheri-Kurla Road, Saki Naka,
Andheri East and is developing a residential project called "Orbit Residency
Park".
Orbit Habitat Private Limited
Orbit Habitat Private Limited (OHPL) is a wholly owned subsidiary of your company. OHPL
is 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 Financial
Statements of the Company and its subsidiaries and associate are annexed to this Annual
Report. A Statement containing salient features of the financial statements of
subsidiaries is annexed herewith as Annexure "A".
The consolidated financial statements have been prepared on the basis of audited
financial statements of the Company, its subsidiaries and associate company, as approved
by their respective Board of Directors except three subsidiary companies for which the
financial statements are unaudited/certified by the management.
The consolidated financial statements of the Company for the financial year 2015-16 are
prepared in compliance with applicable provisions of the Companies Act, 2013 and
Accounting Standards.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Companies Act, 2013, Mr. Ravi Kiran Aggarwal,
Whole Time Director of the Company and Mr. Pujit Aggarwal, Managing Director and CEO, are
liable to retire by rotation in the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Mr. Sanjay Phadke, Nominee Director of the Company has resigned w.e.f. 29th January,
2016. Mr. Abdul Sattar, Independent Director of the Company has resigned w.e.f. 30th May,
2016.
The Board extends appreciation for their valuable contributions made during their
tenure.
Mrs. Sakina Saifee Mamaji (DIN No. 03310731) was appointed as an additional director in
the category of Non-Executive Independent Director of the company w.e.f. 12th February,
2016 whose terms of office expire at the ensuing Annual General Meeting and in respect of
whom the Company has received notices in writing from the members of the Company, pursuant
to the provisions of Section 160 of the Companies Act, 2013, signifying their intentions
to propose the candidature of Mrs. Sakina Saifee Mamaji for her appointment as a Director
of the Company, not liable to retire by rotation, for such period as may be approved by
the members of the company at the ensuing Annual General Meeting. Their appointment as an
Independent 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 (Listing
Obligations and Disclosures Requirements) Regulations 2015 and under the Companies Act,
2013 in place of CS Anurag Srivastav (ACS No.17983), who have resigned w.e.f. 13th
February, 2016.
DIRECTORS RESPONSIBILITY STATEMENT
a. in the preparation of the annual accounts for the year ended March 31, 2016, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; b. 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 March 31,
2016 and of the profit and loss of the company for that period; c. the directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; d. the directors have
prepared the annual accounts on a going concern basis; e. the directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; "Internal Financial
Controls" means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including the adherence to companys
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information; f. the directors have devised proper systems to ensure
compliances with the provisions of the applicable laws and that such systems were adequate
and operating effectively.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 27(2)(a) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has initiated and put in place evaluation of its own performance,
its committees and individual directors. The result of the evaluation is satisfactory and
adequate and meets the requirement of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has put in place an induction and familiarisation programme for
Independent Directors in terms of provisions of Regulation 27(2)(a) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Familiarisation programme of the Company familiarise the independent directors with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the company operates, business model of the Company etc. It also provides
information relating to the financial performance of the Company. Periodic presentations
are made at the Board and Committees meetings relating to the Company performance.
The details of Familiarisation Programme for Independent Directors are available on the
Companys 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. For
further 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 of
independence 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 Exchanges,
alongwith a certificate from Nishant Jawasa & Associates, Company Secretaries are
given separately in this Annual Report.
STATUTORY AUDITORS
M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of the Company
has expressed their unwillingness to continue as the Statutory Auditors of the Company and
has resigned w.e.f. 22nd November, 2016.
The Board has proposed to appoint M/s. Paresh Rakesh & Associates as the Statutory
Auditors of the Company in the ensuing Annual General Meeting. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder
for appointment as Auditors of the Company. As required under Regulation 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have
also confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. Members attention is invited to the
observation made by the Auditors under "Emphasis of Matter" appearing in the
Auditors 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 has
appointed M/s Nishant Jawasa & Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is
annexed herewith as Annexure "B".
COST AUDIT
M/s. Vaibhav M Gandhi, Cost Accountants has provided the Cost Audit Report for the
financial year ended March 31, 2016.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of section 135 of the Companies Act, 2013 and the Rules made thereunder, the
Board in its meeting held on 12thAugust, 2014 constituted a Corporate Social
Responsibility Committee (CSR Committee), which however was reconstituted on 13th February
2015 due to change in directors of the company. The CSR Committee comprises of directors
namely Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal.
The report as per Section 135 of the Companies Act, 2013 read with Companies (CSR
Policy) Rules, 2014 is attached as Annexure "C".
AUDIT COMMITTEE
The Audit Committee comprises of Directors namely Mr. Naresh Maganlal Shah-Chairman of
the committee, Mr. Rahul Pratapchand Kapoor, Mrs. Sakina Mamaji and Mr. Ravi Kiran
Aggarwal as other members. All the recommendations made by the Audit Committee were
accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil mechanism for Directors & employees and the
same 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 to
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 for addressing the complaints / grievances on the sexual harassment of women at
work places.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 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 stock
exchanges, the Company has constituted a Risk Management Committee which assists the Board
in drawing up, implementing, monitoring and reviewing the Risk Management Plan. The main
objective of risk management is reduction and avoidance of risk as also identification of
the risks faced by the business and optimize the risk management strategies. The Risk
Management Policy is reviewed by the Board of Directors of the Company and the Audit
Committee from time to time so that management controls the risk through properly defined
network. The composition of the Risk Management Committee as on 31st March 2016 was as
under:
| 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 with
related parties were in the ordinary course of business and on arms length basis. During
the year, the Company did not enter into any contract/arrangement/transaction with related
parties which could be considered material. Your Directors draw attention of the members
to Note no. 31 to the financial statement which sets out related party disclosures.
Particulars of contracts or arrangements entered into by the Company with related
parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 are given
in 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 Section
186 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, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) 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 with
Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 the names and other
particulars 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 and
contains all matters pertaining to the industry.
INTERNAL FINANCIAL CONTROL
Your Company has well defined and adequate internal controls and procedures,
commensurate with its size and nature of its operations. The Company has an Audit
Committee, comprising largely of Non-Executive Directors, which monitors systems, control,
financial management and operations of the Company. During the year under review, no
material or serious observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
ACKNOWLEDGEMENT
Acknowledgement The Directors thank all the Shareholders, customers, dealers,
suppliers, bankers, financial institutions and all the other business associates for their
continued support to the Company and the confidence reposed in its Management. The
Directors also thank the Government authorities for their understanding and co-operation.
The Directors wish to record their sincere appreciation of the significant contribution
made by the employees of the Company at all levels to its profitable and successful
operations.
|
For and on behalf of the Board of Directors |
| Place: Mumbai |
Ravi Kiran Aggarwal |
| Dated: 30th November, 2016 |
Chairman |
|
(DIN: 00133401) |
+91-9892691696
