| 1. Contingent Liabilities and Commitments
1 Corporate Guarantee
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. 99.00 million from State Bank of India. Loan Outstanding as
on 31st March 2015 is Rs.111.20 million including interest.
2 Other money for which the company is contingently liable
a) -In respect of the matter described in Note 32(b), the Company has
received Appeal orders for Assessment year 2004-05 to 2010-11 passed by
CIT (Appeals) 38, Mumbai and also received demand notice U/s 156 of the
Income Tax Act, 1961. As per the said demand notice, the Income Tax
department has raised demand for Income Tax and interest thereon for an
amount of Rs.1719.91 millions. However, the company has contested the
said order and the demand raised thereon by fling appeal before Income
Tax Appellate Tribunal.
-The Company has received Assessment orders for Assessment year 2011-12
passed by Dy. Commissioner of Income Tax, Centre Circle-47, Mumbai U/s
143(3) of Income Tax Act 1961 and also received demand notice U/s 156
of the Income Tax Act 1961. As per said demand notice, the Income Tax
department has raised demand for Income Tax & Interest thereon for an
amount of Rs.113.60 millions. However the company has contested the said
order and the demand raised thereon by filling appeal before
Commissioner of Income Tax (Appeals).
The Company has received Assessment orders for Assessment year 2012-13
passed by Dy. Commissioner of Income Tax, Centre Circle-47, Mumbai U/s
143(3) o f Income Tax Act 1961 and also received demand notice U/s 156
of the Income Tax Act 1961. As per said demand notice, the Income Tax
department has raised demand for Income Tax and Interest thereon for an
amount of Rs.50.80 millions. However the company has contested the said
order and the demand raised thereon by filling appeal before
Commissioner of Income Tax (Appeals).
The Company is confident that it will succeed in the appeals filed
based on the available documents & evidence and the liability will not
materialize.
b) On account of dispute with a customer where matter is sub-judice
-66.48 mn
c) Suits filed against the Company under section 138 read with Section
141 of the Negotiable Instrument Act, 1881 Rs.1001.40 mn.
d) Suit filed challenging the environmental clearance granted to a
project of the company (Amount not ascertainable)
e) Complaint against the Company for contravention of Environmental
Protection Act, 1986. (Amount not ascertainable)
f) Complaint with State Consumer dispute Redressed Commission,
Maharashtra and National Consumer Dispute Redressed Commission, New
Delhi. (Amount not ascertainable)
g) Complaint under section 3 read with section 13 of Maharashtra
Ownership Flats (Regulation of production, of construction ,sale,
Management & transfer) Act, 1963. (Amount not ascertainable)
h) LIC Housing Finance Ltd. has initiated action under Section 13(2)
and 13(4) of the SARFAESI Act, 2002 by taking physical possession of
the property (including land) belonging to the subsidiary company
Ahinsa Buildtech Private Limited viz., ORP (excluding 155 apartments)..
The Company has filed an application with the Debts Recovery Tribunal,
seeking an order to restrain from taking further steps. The Humble
tribunal has granted an interim relief vide its order dated 29.04.2014,
allowing the company to access the property for development with
certain conditions.
i) IFCI limited has initiated action under Section 13(2) and 13(4) of
the SARFAESI Act, 2002 for recovery of their dues. We are in
continuous discussion with them for settlement and other avenues for
repayment of the balance term loan.
j) A lender Bank has initiated actions under the provisions of the
SARFAESI Act, 2002 for recovery of their dues. 3. Claims made against
company not acknowledged as obligation Rs.43.19 millions
3. Segment Reporting
The Company's 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.
4. Trade Receivables, Trade payable and loans and advances are
subject to confirmation and reconciliation, if any
5. Borrowing cost
Borrowing cost specific to Project is capitalized as project cost and
are charged to revenue based on percentage completion. Other Borrowing
costs are charged to revenue.
Borrowing costs amounting to Rs.971.48 millions (Previous Year Rs.1,384.52
millions) has been charged to revenue during the year.(including
portion of accumulated interest).
6. Related Parties
1 List of related parties
a Subsidiary company
1 Orbit Highcity Private Limited 52.57 % Subsidiary company
2 Ahinsa Buildtech Private Limited 85 % Subsidiary company
3 Orbit Habitat Private Limited 100 % Subsidiary company
4 Orbit Residency Private Limited 100 % Subsidiary company
5 Mazda Construction Company Private Limited - Upto 08.12.2014 75.19%
Subsidiary company Step Subsidiary
6 Karmik Designs Private Limited - Upto 08.12.2014 Wholly owned
subsidiary of Mazda Construction Company Private Limited
b Key Management Personnel
1 Mr. Ravi Kiran Aggarwal Chairman & Executive Director
2 Mr. Pujit Aggarwal Managing Director & CEO
3 Mr. Manoj Raichandani - (w.e.f. 07.07.2014 upto 24.02.2015) Chief
Financial Officer
4 Ms.Smita Pramanik - (w.e.f. 24.02.2015 upto 30.05.2015) Chief
Accounting Officer
5 Mr. Shivratan R.Soni - (Upto 31.12.2014) Company Secretary
6 Mr. Manoj Jain - (w.e.f. 09.03.2015 upto 08.05.2015) Company
Secretary
c Others
Enterprises over which Key Managerial Personnel are able to exercise
Significant influence
1 Apex Hotel Enterprises Private Limited
2 Emgee Foils Private Limited
3 Orbit Compel Infra-Build Private Limited
4 Orbit Entertainment Private Limited
5 Orbit Exquisites Housing Private Limited
6 Orbit Infraserve Private Limited
7 Orbit Socio Foundation
8 Revati Academic & Infrastructure Private Limited
9 Ambuj Infrastructure Private Limited
10 Brio Academic Infrastructure and Resource Management Private Limited
11 Nitika Multitrading Private Limited
12 Orbit Abode Private Limited
13 Orbit Dwelling Private Limited
14 Orbit Edward Private Limited
15 Orbit Evolve Developers Private Limited
16 Orbit Lifestyle City Developers Private Limited
17 Orbit Parkcity Private Limited
18 Orbit Parkland Developers Private Limited
32. Note on Taxes
a "The Company considering interlaid, 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 under 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). Submission of
facts & justification of the said claim is in process through various
hearing from time to time at the Humble Income Tax Settlement
Commission.
There is no change in the cumulative provision for tax in view of loss
during the financial year ended 2015 (A.Y 2015-16) In addition to the
amount of Rs. 971.43 millions provided cumulative for previous years for
tax, Rs. 776.79 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.
b The Company inter alia had 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 and also for
the cases pending with Humble Income Tax Settlement Commission. The
Income Tax department has passed orders assessment year wise in
response to the said returns filed by the Company. However the company
has contested the said orders and the demand raised thereon by filing
appeal before Income Tax Appellate Tribunal. [Refer note 26 2(a) for
details]
7. Employee Stock Options
a ESOP Scheme 2012
1 At an Annual General Meeting held on 24th September, 2012 resolution
to grant up to 1,200,000 options to employees was approved which
entitles the option holders to subscribe to one equity shares of the
company of face value of Rs.10 per option granted at grant price on such
terms and conditions as may be fixed or determined by the board.
2 At Annual General Meeting held on 24th September, 2013 total options
which may be granted were further modified to 2,400,000.
3 Compensation Committee had granted 12,00,000 fresh options under
Orbit ESOS 2012 at an exercise price of Rs.10/- per option on 1st July
2013, as Grant 1.
4 The Options have been granted at exercise price of Rs. 10 per option as
against the market price of Rs.16.40 per share at the time of grant and
have a vesting period of one year from the date of grant.
5 During the year, 1,25,000 options were granted at Exercise price of
Rs.10/- Per Option as against the Market Price of Rs.21.05 per share at the
Time of Grant , as Grant 2. The vesting period is spread over 5 Years
in equal proportion.
6 During the year 1,39,980 Options have lapsed out of Grant 1 due to
separations and 9,81,820 Options of grant 1 were outstanding as on 31st
March 2015
Note: The difference in basic and diluted EPS is insignificant under
both the methods.
8. Staff benefits cost in accordance with Accounting Standard 15
(Revised 2005) Retirement Benefits: Payments under defined contribution
plans like Provident Fund and Family Pension have been charged to
Profit & Loss Account as and when made.
Disclosure for defined benefit plan - Gratuity (non funded):
"The Company provides for gratuity benefit under a defined benefit
retirement scheme (the "Gratuity Scheme") as laid out by the Payment of
Gratuity Act, 1972 of India covering eligible employees. The Gratuity
Scheme provides for a lump sum payment to employees who have completed
at least five years of service with the Company, based on salary and
tenure of employment. Liabilities with regard to the Gratuity Scheme
are determined by actuarial valuation carried out using the Projected
Unit Credit Method by an independent actuary. The Gratuity Scheme is a
non-funded scheme and the Company intends to discharge this liability
through its internal resources.
9. Remuneration paid to the Executive Chairman and Managing Director &
CEO amounting to Rs.9.60 millions is subject to Central Government
approval.
10. Corporate Social Responsibility Expenditure
In view of the losses being incurred ,no amount is required to be spent
on corporate social responsibility expenditure in terms of section 135
of companies Act,2013.
11. Previous Year Figures
The previous year's figures have been recast / regrouped / rearranged
wherever considered necessary.
12. The total value of sales for project mentioned in note 36 for which
revenue recognition is applicable is Rs.11,600 millions. Out of which
Rs.8,684 millions was recognized in previous year and Rs.1158.33 millions
is recognized revenue for the year as per percentage completion method.
The remaining amount i.e. outstanding book size is Rs. 1,757 millions.
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