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Orbit Corporation Ltd. Directors Report
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Year End :2015-03 
Dear Shareholders,

The Board of Directors take pleasure in presenting the 15th Annual Report on the business and operations of your Company together with Audited Financial Accounts for the Financial Year ended 31st March, 2015.

REVIEW OF OPERATIONS

The Financial performance of the Company for year ended 31st March, 2015 is summarized below:

                                                          (Rs, Million)

                             Standalone                 Consolidated

Particulars
                       FY 2015        FY 2014     FY 2015       FY 2014

Revenue                  1,187            338       1,411           489 

Expenditure              2,004          2,512       2,219         2,755
 
Profit / Loss 
after tax               (1,024)        (1,489)     (1,024)       (1,605) 
  
Minority Interest          -              -            (8)          (43) 

Profit / Loss after 
Minority Interest       (1,024)        (1,489)     (1,016)       (1,562) 

                                                           (Rs,Million)

                         Standalone                      Consolidated
Particulars

                      FY 2015       FY 2014       FY 2015       FY 2014

Share Capital           1,140         1,140         1,140         1,140 

Reserves & Surplus      5,749         6,778         6,840         7,868

Net worth               6,889         7,918         7,979         9,008 

Minority Interest         -             -           1,281         1,336 

Non-current 
liabilities             3,198         3,637         4,275         4,752

Current Liabilities    10,984        10,458        12,249        11,596

Total liabilities      14,182        14,095         6,524        16,348 

Non-current Assets      7,172         8,905         9,433        10,082 

Current Assets         13,904        13,107        16,357        16,609 
 
Total Assets           21,076        22,013        25,790        26,692 
BUSINESS REVIEW

During the FY 2014-15, your Company achieved total revenue amounting to Rs. 1,411 Million as against previous year's revenue of Rs. 489 Million on a consolidated basis. Your Company has suffered a consolidated loss after tax (after minority interest) of Rs. 1,016 Million for the year as against a loss of Rs. 1,562 Million during the previous year.

DIVIDEND

In view of loss during the year, the Board of Directors have not recommended any dividend for the financial year 2014-15. 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 High city Private Limited

Orbit High city Private Limited (OHCPL), incorporated on 19th December, 2007 is a material 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 Mandan" situated at Mandwa, a 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, 2015 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.

During the year the following companies ceased to be subsidiaries of the Company

Mazda Construction Company Private Limited ('Mazda') and a subsidiary of Mazda, i.e. Karmik Designs Private Limited ('Karmik'), ceased to be subsidiaries of your Company consequent upon the transfer by the Company of 1,00,000 equity shares of the 'Mazda' to 'Jindal Equipment Leasing & Consultancy Services Private Limited' on 8th December, 2014.

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 2014-15 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. Satish Chandra Gupta and Mr. Raman Maroo resigned as Non-Executive Independent Directors of the Company. The Board extends appreciation for their valuable contributions made during their tenure.

Mr. Naresh Maganlal Shah (DIN No. 02285870) and Mr. Rahul Pratapchand Kapoor (DIN No. 05138320) both were appointed as additional directors in the category of Non-Executive Independent Directors of the company w.e.f. 27th May, 2015 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 candidatures of Mr. Naresh Maganlal Shah and Mr. Rahul Pratapchand Kapoor for their appointments as Directors 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 appointments as Independent Directors are now being placed before the Members for their approval.

The Company received a letter from IDBI Trusteeship Services Limited (Debenture Trustee) to appoint Mr. Sanjay Phadke as Nominee Director on the Board of the Company on behalf of Edelweiss Commodities Services Limited, a Debenture holder, as per the provisions of Debenture Trust Deed. Accordingly, Mr. Sanjay Phadke (DIN No. 07111186) was appointed as Nominee Director on behalf of Edelweiss Commodities Services Limited by way of resolution of the Board of Directors passed by circulation on 3rd June, 2015.

Mr. Manoj Raichandani appointed as Chief Financial Officer of the Company on 7th July 2014 and was elevated to President - Finance. However, Mr. Raichandani resigned from the Company on 11th May 2015.

Ms. Smita Pramanik was appointed as Chief Accounting Officer with effect from February 24, 2015 with the duties of KMP under the Listing Agreement and under the Companies Act, 2013 who later resigned on 30th May 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

a. in the preparation of the annual accounts for the year ended March 31, 2015, 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, 2015 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 company's 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 Clause 49 of the Listing Agreement, 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 familiarization programmer for Independent Directors in terms of provisions of Clause 49 of the Listing Agreement.

The Familiarization programmer of the Company familiarize 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 Familiarization Programmed for Independent Directors are available on the Company'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. 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 Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE

Report on Corporate Governance in accordance with Clause 49 of the Listing Agreements with Stock Exchanges, along with a certificate from Mukun Vivek & Company, Company Secretaries are given separately in this Annual Report.

STATUTORY AUDITORS

M/s. Sharp & Tannan, Chartered Accountants, the Statutory Auditors of the Company who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, 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 S.D. Bargir & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure "B". Members' attention is invited to the observations made by the Secretarial Auditor in his report for which explanation has been given hereunder.

As regards point nos. (a),(b),(e) and (f) it may be noted that, the turmoil faced by the Mumbai Real Estate Players due to the frequent change in the Development Control Regulation and the Regulatory Logjam led to entanglement of the company's projects stuck halfway due to the non-receipt of permissions resulting in non-receipt of sales receivables and financial mismatch.

As regards point no. (c), it may be noted that, the Company has contested the said demands raised by the Income Tax Department by filing appeals before the before the Income Tax Appellate Tribunal and the Commissioner of Income Tax (Appeal).

As regards point no. (d), it may be noted that, the Company has effected the PF contribution (employee as well as employer) through payroll. Due to financial constrains the contribution is yet to be deposited with PF Authorities. The Company is co-coordinating with PF Officials for seeking additional time for regularizing contribution payment.

As regards point no. (g), it may be noted that due to frequent resignations and exits of the staffs from the secretarial department of the company, necessary formalities relating to filing of forms and documents with the Registrar of the companies got delayed. However, most of the forms and documents have been filed with the Registrar of the company upto the date of this report and remaining are under process of filing.

As regards point no. (h), it may be noted that the promoter directors namely Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal have resigned from various companies to bring the total number of their individual directorships within the permissible limit."

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 12th August,

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. Abdul Mohammad Sattar, Chairman of the committee, Mr. Ravi Kiran Aggarwal and Mr. Pujit Aggarwal as other members.

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. Abdul Mohammad Sattar, Mr. Naresh Maganlal Shah, Mr. Rahul Pratapchand Kapoor and Mr. Ravi Kiran Aggarwal. 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 & Redressed) 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 2015 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
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 arm's 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 standalone financial statement and note no. 32 of the consolidated financial statements which set out related party disclosures.

Particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (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 granted 1,25,000 options during the year 2014-15 under Orbit ESOS 2012. These options were granted at the exercise price of at Rs. 10/- per option as against the market price of Rs. 21.05 per share at the time of grant. 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 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.

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.

                           For and on behalf of the Board of Directors

Place: Mumbai                Pujit Aggarwal       Abdul Mohammad Sattar

Dated: 2nd November, 2015    Managing Director 
                             & CEO                Independent Director

                             (DIN: 00133373)      (DIN: 06656299)

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