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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of Orbit Exports Ltd.

Mar 31, 2025

45.4 Terms and Conditions of Transaction with related Party

Transactions with related party are carried out in the normal course of business.

46 DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD - 19 ''EMPLOYEE BENEFITS'' AS NOTIFIED U/S 133
OF THE COMPANIES ACT, 2013 READ WITH RULE 7 OF COMPANIES (ACCOUNTS) RULES, 2014.

46.1 Defined Contribution plan:

The amounts of contribution to provident fund and ESIC recognized as expenses is '' 76.00 lakhs (March 31, 2024:
82.05 lakhs) for the year ended March 31, 2025.

46.2 Defined Benefit plan:

The Company sponsors unfunded defined benefit plans for qualifying employee therefore there are no plan assets
which are maintained exclusively thereof. In computation of gratuity liability, Project Unit Credit Method is used.

46.3 Risk Exposures:

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are
detailed below:

Investment Risk The present value of the defined benefit plan liability is calculated using a discount rate
which is determined by reference to market yields at the end of the reporting period on
government bonds.

Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants both during and after their employment. An
increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk The present value of the defined plan liability is calculated by reference to the future salaries

of plan participants. As such, an increase in the salary of the plan participants will increase
the plan''s liability.

47.1 Methods and assumptions used to estimate the fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be

exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a. The carrying amounts of receivables and payables which are short term in nature such as trade receivables,
other bank balances, deposits, loans to employees, trade payables, payables for acquisition of non- current
assets, demand loans from banks and cash and cash equivalents are considered to be the same as their fair
values.

b. The fair values for long term loans, long term security deposits given and remaining non current financial
assets were calculated based on cash flows discounted using a current lending rate. They are classified as
level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

c. The fair values of long term security deposits taken, non-current borrowings and remaining non current
financial liabilities are based on discounted cash flows using a current borrowing rate. They are classified as
level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

d. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair
values.

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.
The Company''s financial risk management policy is set by the Managing Board. The details of different types of risk
and management policy to address these risks are listed below:

The Company''s activities are exposed to various risks viz. Credit risk, Liquidity risk and Market risk. In order to
minimise any adverse effects on the financial performance of the Company, it uses various instruments and
follows polices set up by the Board of Directors / Management.

A. Credit Risk

Credit risk arises from the possibility that counter party will cause financial loss to the Company by failing to
discharge its obligation as agreed.

Credit risks from balances with banks are managed in accordance with the Company policy. For derivative
and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks
having high credit-ratings assigned by credit-rating agencies.

Based on the industry practices and business environment in which the Company operates, management
considers that the trade receivables are in default if the payment are more than 2 years past due.

Trade receivables primarily consists of Outstanding against exports sales and sales to certain domestic
customers with no significant concentration of credit risk. The outstanding trade receivables are regularly
monitored and appropriate action is taken for collection of overdue receivables.

For ageing of Trade Receivables and movement of provision refer note 11

B. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset. The Company liquidity
risk management policies include to, at all times ensure sufficient liquidity to meet its liabilities when they
are due, by maintaining adequate sources of financing from both domestic and international banks at an
optimised cost. In addition, processes and policies related to such risks are overseen by senior management.
The Company''s senior management monitors the Company''s net liquidity position through rolling forecasts
on the basis of expected cash flows.

Financing arrangements

The Company has sufficient sanctioned line of credit from its bankers / financers; commensurate to its
business requirements. The Company reviews its line of credit available with bankers and lenders from time
to time to ensure that at all point of time there is sufficient availability of line of credit to handle peak business
cycle.

The Company pays special attention to the net operating working capital invested in the business. In this
regard, as in previous years, considerable work has been performed to control and reduce collection periods for
trade and other receivables, as well as to optimise accounts payable with the support of banking arrangements
to mobilise funds and minimise inventories.

C. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. The Company is exposed in the ordinary course of business to risks related to
changes in foreign currency exchange rate and interest rate.

Market Risk - Foreign Exchange

Foreign exchange risk arises on all recognised monetary assets and liabilities which are denominated in
a currency other than the functional currency of the Company. The Company has foreign currency trade
payables and receivables. However, foreign exchange exposure mainly arises from trade receivable and trade
payables denominated in foreign currencies.

Foreign currency risk is that risk in which the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company operates internationally and a portion
of its business is transacted in several currencies and therefore the Company is exposed to foreign exchange
risk through its overseas sales and purchases in various foreign currencies. The Company hedges the
receivables as well as payables by forming view after discussion with Forex Consultant and as per polices set
by Management.

The Company does not enter into or trade financial instrument including derivative for speculative purpose

The carrying amount of the Company''s foreign currency denominated monetary assets and monetary
liabilities at the end of the reporting period are as follows

The Company''s objectives when managing capital are to safeguard its ability to continue as a going concern,
so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an
optimal capital structure to maximise shareholder''s value. In order to maintain or achieve a capital structure that
maximises the shareholder value, the Company allocates its capital for distribution as dividend or re-investment
into business based on its long term financial plans. As at March 31, 2025, the Company has only one class of equity
shares and has no debts. Hence, there are no externally imposed capital requirements.

The Company''s capital requirement is mainly to fund its business expansion and repayment of borrowings. The
principal source of funding of the Company has been, and is expected to continue to be, cash generated from its
operations supplemented by funding from bank borrowings

The Company has adhered to material externally imposed conditions relating to capital requirements and there has
not been any delay or default during the period covered under these financial statements with respect to payment
of principal and interest. No lender has raised any matter that may lead to breach of covenants stipulated in the
underlying documents.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes,
interest bearing loans and borrowings less cash and cash equivalents.

50.5 During the year ended March 31, 2025, the Company has recorded an employee stock compensation expense of
'' 7.60 lakhs (March 31, 2024 : '' 28.71 lakhs) in the statement of Profit and Loss and the balance in Share Based
Payment Reserve Account as at March 31, 2025 is '' 47.22 lakhs (March 31, 2024 : '' 68.38 lakhs).

50.6 The remaining life for option outstanding as on March 31, 2025 is 0.82 years.

51 ADDITIONAL REGULATORY INFORMATION

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet
as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant
and other than those given elsewhere in any other notes to the Financial Statements.

b. The title in respect of self-constructed buildings and title deeds of all other immovable properties (other than
properties where the Company is the lessee and the lease agreements are duly executed in favour of the
lessee), disclosed in the financial statements included under Property, Plant and Equipment are held in the
name of the Company.

c. The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.

d. The Company has a Working Capital limit of '' 3025 lakhs from HDFC Bank and DBS Bank, comprising of Fund-
based limits of '' 3000 Lakhs and non-fund-based limits of '' 25 lakhs. For the said facility, The Company has
filed quarterly returns or statements with the banks in lieu of the sanctioned working capital facilities which
are in agreement with the books of account.

e. The Company has not been declared as a wilful defaulter by any lender who has powers to declare a Company
as a wilful defaulter at any time during the financial year or after the end of reporting period but before the
date when the financial statements are approved.

f. The Company does not have any transactions with struck-off companies.

g. The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of
Companies (ROC) beyond the statutory period.

h. The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the
Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.

i. The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including
foreign entities(intermediaries), with the understanding that the intermediary shall;

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company(Ultimate Beneficiaries), or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

j. The Company has not received any funds from any other person(s) or entity(is), including foreign
entities(Funding Party), with the understanding (whether recorded in writing or otherwise) that the Company
shall;

a. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding party (Ultimate Beneficiaries), or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

k. The Company does not have any transactions which is not recorded in the books of accounts but has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

l. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

52 The Company uses the ERP accounting software for maintaining its books of accounts. Throughout the year, the
audit trail feature was active at the application level, ensuring traceability of all accounting and transactional
records processed through the system. Further enhancing the robustness of its internal controls, the Company
enabled audit trail functionality at the database level as well, effective from 27th September 2024, thereby ensuring
comprehensive tracking of all activities across both application and database environments.

Additionally, the audit trail of relevant prior years has been preserved for record retention to the extent it was enabled
and recorded in those respective years by the Company as per the statutory requirements for record retention.

53 Previous year''s figures have been regrouped / reclassified wherever necessary.

As per our report of even date For and on behalf of Board of Directors

For G.M. Kapadia & Co. Pankaj Seth Parth Seth

Chartered Accountants Chairman & Managing Director Chief Executive Officer

Firm Reg No.104767W DIN:00027554

Rajen Ashar Rahul Tiwari Pranali Chawhan

Partner Chief Financial officer Company Secretary

Membership No : 048243 Place : Mumbai Membership No: 59316

Place : Mumbai Date : April 29, 2025

Date : April 29, 2025

Mar 31, 2024

(M) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a current pre-tax rate. The increase in the provision due to the passage of time is recognised as interest expense.

(N) CONTINGENT LIABILITIES ARE DISCLOSED IN THE CASE OF:

- A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

- A present obligation arising from past events, when no reliable estimate is possible;

- A possible obligation from past events, unless the probability of outflow of resources is remote. Contingent Assets is disclosed when inflow of economic benefits is probable.

(O) GRATUITY AND OTHER POST-EMPLOYMENT BENEFITS Short-Term Obligations

Short term employee benefits are recognised as an expense at an undiscounted amount in the Statement of Profit and Loss of the year in which the related services are rendered.

Post-Employment Obligations

The Company operates the following post-employment schemes:

- defined benefit plans such as gratuity; and

- defined contribution plans such as provident fund.

Gratuity Obligations

The liability or asset recognised in the Balance Sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised at amount net of taxes in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the statement of changes in equity and in the Balance Sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the Statement of Profit and Loss as past service cost.

Other Long Term Employee Benefit Obligations

The Leave Encashment are presented as short-term provision in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Bonus Plan

The company recognises a liability for expense for bonuses. The Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(P) TAXES ON INCOME Current Tax

Tax on income for the current period is determined on the basis on estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of assessments / appeals.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the Statement of Profit and Loss.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is provided using the Balance Sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside the Statement of Profit and Loss is recognised outside the Statement of Profit and Loss. Deferred tax items are recognised in correlation to the underlying transaction either in Other Comprehensive Income or directly in equity.

The break-up of the major components of the deferred tax assets and liabilities as at Balance Sheet date has been arrived at after setting off deferred tax assets and liabilities where the Company have a legally enforceable right to set-off assets against liabilities and where such assets and liabilities relate to taxes on income levied by the same governing taxation laws.

(Q) SHARE BASED PAYMENT ARRANGEMENTS: -

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 50. The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of profit and loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the Share option''s outstanding account.

(R) EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends, if any, and attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders is adjusted for after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(S) FOREIGN CURRENCY TRANSLATION Functional and presentation currency

The Company''s financial statements are prepared in INR, which is also the Company''s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in the Statement of Profit and Loss.

In case of advance payment for purchase of assets/goods/services and advance receipt against sales of products/services, all such purchase/sales transaction are recorded at the rate at which such advances are paid/received.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement of Profit and Loss, within finance costs. All other foreign exchange gains and losses are presented in the Statement of Profit and Loss on a net basis within other gains / (losses).

Non-Monetary items:

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

(T) DIVIDEND DISTRIBUTION

The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the Companies Act, 2013, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

(U) LEASES

Company as a lessee

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

The Company applies a single recognition and measurement approach for all leases, except for shortterm leases and leases of low-value assets. For these short-term leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The Company recognises lease liabilities to make lease payments and Right of Use assets representing the right to use the underlying assets as below.

Right Of Use (ROU) Assets

The Company recognises Right of Use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right of Use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of Right of Use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right of Use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset

Lease Liabilities

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rate. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. Lease liabilities are remeasured with a corresponding adjustment to the related ROU assets.

Lease liabilities and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Nature/Purpose of Each reserve

(a) Security Premium : Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(b) Retained Earnings :Retained earnings are the profits that the Company has earned till date and is net of amount transferred to other reserves such as general reserves etc., amount distributed as dividend and adjustments on account of transition to Ind AS.

(c) Capital Redemption Reserve :The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

(d) Share Based payment Reserve :The fair value of the equity-settled share based payment transactions with employees is recognised in Standalone Statement of Profit and Loss with corresponding credit to employee stock options outstanding account. The amount of cost recognised is transferred to share premium on exercise of the related stock options.

43 SEGMENT REPORTING

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (CODM), in deciding how to allocate resources and assessing performance. Operating segments are reported in a manner consistent with the internal reporting provided to the CODM and identified as Manufacturing of textile and renewable sources of energy. The gross operating income and profit from renewable sources of energy is below the norms prescribed in Ind AS 108, hence separate disclosures have not been made.

47.1 Methods and assumptions used to estimate the fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be

exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a. The carrying amounts of receivables and payables which are short term in nature such as trade receivables, other bank balances, deposits, loans to employees, trade payables, payables for acquisition of non- current assets, demand loans from banks and cash and cash equivalents are considered to be the same as their fair values.

b. The fair values for long term loans, long term security deposits given and remaining non current financial assets were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

c. The fair values of long term security deposits taken, non-current borrowings and remaining non current financial liabilities are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

d. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

48. FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board. The details of different types of risk and management policy to address these risks are listed below:

The Company''s activities are exposed to various risks viz. Credit risk, Liquidity risk and Market risk. In order to minimise any adverse effects on the financial performance of the Company, it uses various instruments and follows polices set up by the Board of Directors / Management.

A. Credit Risk

Credit risk arises from the possibility that counter party will cause financial loss to the Company by failing to discharge its obligation as agreed.

Credit risks from balances with banks are managed in accordance with the Company policy. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks having high credit-ratings assigned by credit-rating agencies.

Based on the industry practices and business environment in which the Company operates, management considers that the trade receivables are in default if the payment are more than 2 years past due.

Trade receivables primarily consists of Outstanding against exports sales and sales to certain domestic customers with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

For ageing of Trade Receivables and movement of provision refer note 11

B. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company liquidity risk management policies include to, at all times ensure sufficient liquidity to meet its liabilities when they are due, by maintaining adequate sources of financing from both domestic and international banks at an optimised cost. In addition, processes and policies related to such risks are overseen by senior management. The Company''s senior management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity of Financial Liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual discounted payments.

Financing arrangements

The Company has sufficient sanctioned line of credit from its bankers / financers; commensurate to its business requirements. The Company reviews its line of credit available with bankers and lenders from time to time to ensure that at all point of time there is sufficient availability of line of credit to handle peak business cycle.

The Company pays special attention to the net operating working capital invested in the business. In this regard, as in previous years, considerable work has been performed to control and reduce collection periods for trade and other receivables, as well as to optimise accounts payable with the support of banking arrangements to mobilise funds and minimise inventories.

C. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed in the ordinary course of business to risks related to changes in foreign currency exchange rate and interest rate.

Market Risk - Foreign Exchange

payables and receivables. However, foreign exchange exposure mainly arises from trade receivable and trade payables denominated in foreign currencies.

Foreign currency risk is that risk in which the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and a portion of its business is transacted in several currencies and therefore the Company is exposed to foreign exchange risk through its overseas sales and purchases in various foreign currencies. The Company hedges the receivables as well as payables by forming view after discussion with Forex Consultant and as per polices set by Management.

The Company does not enter into or trade financial instrument including derivative for speculative purpose

The carrying amount of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows

The Company''s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholder''s value. In order to maintain or achieve a capital structure that maximises the shareholder value, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans. As at March 31, 2024, the Company has only one class of equity shares and has no debts. Hence, there are no externally imposed capital requirements.

The Company''s capital requirement is mainly to fund its business expansion and repayment of borrowings. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings

The Company has adhered to material externally imposed conditions relating to capital requirements and there has not been any delay or default during the period covered under these financial statements with respect to payment of principal and interest. No lender has raised any matter that may lead to breach of covenants stipulated in the underlying documents.

51. EXCEPTIONAL ITEM

Exceptional Item represents toss due to shortfall in settlement of insurance claim for the fire accident amounting to H Nil (March 31, 2023: 36.73 Lakhs) at the Company''s warehouse located in Bhiwandi, Maharashtra.

52. ADDITIONAL REGULATORY INFORMATION

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements.

e. The Company has not been declared as a willful defaulter by any tender who has powers to declare a Company as a willful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.

f. The Company does not have any transactions with struck-off companies.

g. The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period.

h. The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.

i. The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities(intermediaries), with the understanding that the intermediary shall;

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company(Ultimate Beneficiaries), or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

j. The Company has not received any funds from any other person(s) or entity(is), including foreign entities(Funding Party), with the understanding (whether recorded in writing or otherwise) that the Company shall;

a. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (Ultimate Beneficiaries), or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

k. The Company does not have any transactions which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

l. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

53. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of accounts, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses ERP accounting software Infor LN as primary software for maintaining books of accounts. With effect from April 1, 2023, the Company has enabled the recording of audit trail having feature of recording edit log of each change made alongwith the date when such changes were made and also such audit trail can not be deactivated. No such log is activated for direct access to database and generally such access is through application Infor LN. The management is exploring feasibility of implementing the audit trail functionality at database level.

54. This financial statements for the period ending March 2024 could not be signed by the Company Secretary as the position was vacant as on the date of Board meeting and finalization of financial statements . The Management is actively seeking to appoint a Company Secretary .

55. Previous year''s figures have been re grouped wherever necessary

As per our report of even date For and on behalf of Board of Directors

For G.M. Kapadia & Co. Pankaj Seth Anisha Seth

Chartered Accountant Managing Director Whole Time Director

Firm Reg No.104767W DIN:00027554 DIN:00027611

Rajen Ashar Rahul Tiwari

Partner Chief Financial officer

Membership No : 048243

Place : Mumbai Place : Mumbai

Date : May 6 2024 Date : May 6 2024

Mar 31, 2023

(M) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(N) CONTINGENT LIABILITIES ARE DISCLOSED IN THE CASE OF:

- A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

- A present obligation arising from past events, when no reliable estimate is possible;

- A possible obligation from past events, unless the probability of outflow of resources is remote.

Contingent Assets is disclosed when inflow of economic benefits is probable.

(O) GRATUITY AND OTHER POST-EMPLOYMENT BENEFITS Short-Term Obligations

Short term employee benefits are recognised as an expense at an undiscounted amount in the Statement of Profit and Loss of the year in which the related services are rendered.

Post-Employment Obligations

The Company operates the following post-employment schemes:

- defined benefit plans such as gratuity; and

- defined contribution plans such as provident fund.

Gratuity Obligations

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the Statement of Profit and Loss as past service cost.

Other Long Term Employee Benefit Obligations

Bonus Plan

(P) TAXES ON INCOME Current Tax

Current income tax relating to items recognised directly in equity is recognised in equity and not in the Statement of Profit and Loss.

Deferred Tax

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

(Q) SHARE BASED PAYMENT ARRANGEMENTS: -

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 49. The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of profit and loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the Share option''s outstanding account.

(R) EARNINGS PER SHARE

(S) FOREIGN CURRENCY TRANSLATION Functional and presentation currency

The Company''s financial statements are prepared in INR, which is also the Company''s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates

of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in the Statement of Profit and Loss.

Non-Monetary items:

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

(T) DIVIDEND DISTRIBUTION

(U) LEASES Company as a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. For these short-term leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The Company recognises lease liabilities to make lease payments and Right of Use assets representing the right to use the underlying assets as below.

Right Of Use (ROU) Assets

Lease Liabilities

Lease liabilities and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

51 ADDITIONAL REGULATORY INFORMATION (contd...)

j. The Company has not received any funds from any other person(s) or entity(is), including foreign entities(Funding Party), with the understanding (whether recorded in writing or otherwise) that the Company shall;

a. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (Ultimate Beneficiaries), or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

k. The Company does not have any transactions which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

l. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year ended March 31, 2023 (March 31, 2022 :Nil)

52 Previous year''s figures have been re grouped wherever necessary.

As per our report of even date For and on behalf of Board of Directors

For G.M. Kapadia & Co. Pankaj Seth Anisha Seth

Chartered Accountants Managing Director Whole Time Director

Firm Reg No. 104767W DIN:00027554 DIN:00027611

Rajen Ashar Rahul Tiwari Ankit Jain

Partner Chief Financial Officer Company Secretary

Membership No: 048243 M No: 54805

Place: Mumbai Place: Mumbai

Date: May 06, 2023 Date: May 06, 2023

Mar 31, 2018

Background

Orbit Exports Limited, a Public Limited Company incorporated under Companies Act 1956, principally operates in two business segments: Manufacturing of Textile and Windmill Power Generation. The equity shares of the Company are listed on Bombay Stock Exchange and National Stock Exchange of India Limited.

Authorisation of standalone financial statements

The standalone financial statements were authorized for issue in accordance with a resolution of the directors on May 30, 2018.

Note : The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision, as required under any law / accounting standards for material forseeable losses on such long term contracts including derivative contracts, has been made in the books of account.

Note : The Fixed Deposits aggregating to Rs. 21 Lakhs (March 31, 2017: Rs. 461.34 Lakhs, April 01, 2016: Rs. 331.85 Lakhs) has been pledged with State Bank of India, Rs. 300 Lakhs (March 31, 2017: Nil; March 31, 2016: Nil) has been pledged with HDFC Bank and Rs. 125 Lakhs (March 31, 2017: Rs. 461.34 Lakhs; March 31, 2016: Rs. 302.23 Lakhs) has been pledged with DBS Bank as collateral security against the financial assistance extended by the respective banks and Rs. 0.34 Lakhs (March 31, 2017: Rs. 0.25 Lakhs; April 01, 2016: Rs. 0.25 Lakhs) with Central Bank of India.

In accordance with Sec 68, 69, 70 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended) (âSEBI Buy Back Regulationsâ), the Company concluded during the quarter ended March 31, 2018, the buyback of 4,44,444 equity shares of Rs. 10/- each fully paid up, as approved by the Board of Directors on January 5, 2018 by way of tender offer through stock exchange mechanism for cash at price of Rs. 180/- per equity share. This has resulted in a total cash outflow of Rs. 799.99 lakhs.

Pursuant to the buyback the Company has adjusted premium on buyback of 170/- per share aggregating Rs. 755.55 Lakhs from General Reserve. Further, an amount of Rs. 44.44 Lakhs (equivalent to the face value of shares bought back) has been transferred to Capital Redemption Reserve from the Retained earnings.

b. Rights, preference and restrictions attached to equity shares:

Equity Shares

The Company has issued only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

The dividend proposed is as recommended by the Board of Directors and subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the realised value of the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

*Bonus shares were issued by capitalisation of balance in securities premium and general reserve amounting to Rs. 1,435.12 Lakhs in the ratio of one equity share for every one equity share held by member(s) having face value of Rs. 10 each held on the record date.

Basic and diluted earnings per share for the previous periods has been presented to reflect the adjustment for bonus share in accordance with Indian Accounting Standard 33 Earnings Per Share.

Additional Disclosure

Terms of Warrant

A. 10 Lakhs Optionally Fully Convertible Warrants were issued to Mr. Pankaj Seth and Mrs. Anisha Seth on September 10, 2013 at a price of Rs. 76.57 each, out of which 25% amount received at the time of allotment of warrants. Each warrant was to be converted into 1 equity share of Rs. 10/- each within 18 months from the date of allotment i.e. on or before March 9, 2015. The details of conversion are as mentioned below:-

B. 8 Lakhs Optionally Fully Convertible Warrants were issued to Mr. Pankaj Seth and Mrs. Anisha P. Seth on November 1, 2010 at a price of Rs. 38/- each out of which 25% amount received at the time of allotment. Each warrant was to be converted into 1 equity share of Rs. 10/- each within a period of 18 months from the date of allotment i.e. on or before April 30, 2012. The details of conversion are as mentioned below:-

Description of the nature and purpose of each reserve within Other Equity is as follows:

(a) General Reserve :

The Company had transferred a portion of the net profit of the Company before declaring dividend to the general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve before declaration of dividend is not required under the Companies Act, 2013.

(b) Retained Earnings :

Retained earnings are the profits that the Company has earned till date and is net of amount transferred to other reserves such as general reserves etc., amount distributed as dividend and adjustments on account of transition to Ind AS.

(c) Securities Premium :

Securities premium reserve is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

(d) Capital Redemption Reserve :

The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

1.01 Leases

Operating Leases (As Lessee)

The Companyâs significant leasing arrangements in terms of Ind AS 17 on lease are in respect of Operating Leases for Building and Vehicles. The period of these leasing arrangements, which are cancellable in nature range between eleven months to five years and are renewable by mutual consent.

Rental Expenses debited to the Statement of Profit and Loss Rs. 225.24 Lakhs (March 31, 2017: Rs. 213.30 Lakhs) Details of Cancellable Leases are as under:

Lease Expenses debited to the Statement of Profit and Loss Rs. 25.37 Lakhs (March 31, 2017: Rs. 23.60 Lakhs). Some of these lease agreements have price escalation clauses

Rental income of Rs. 8.70 Lakhs (March 31, 2017 : â Nil) in respect of have been recognised in Statement of Profit and Loss

1.02 Contingent Liabilities

The Companyâs pending litigations comprise of proceedings pending with Income Tax and other government authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made an adequate provision in the standalone financial statements and appropriate disclosure for contingent liabilities is given below :-

1.03 Capital and other Commitments

a) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 720.13 Lakhs (March 31, 2017: Rs. 676.28 Lakhs & April 1, 2016: Rs. 47 Lakhs).

b) Export obligations under Export Promotion Capital Goods Scheme (EPCG) towards import of capital goods at concessional rate of custom duty (duty amount involved is March 31, 2018: Rs. 98.34 lakhs, March 31, 2017: â Nil and April 1, 2016: Rs. 197.86 lakhs*)

*Export obligation for this year has already been fulfilled, however, precedural formalities for the closure of the EPCG Licenses are pending.

1.04 The Company has two segments Manufacturing of Textile and Windmill Power Generation. The gross operating income and profit from the Windmill Power Generation segment is below the norms prescribed in Ind AS 108, hence separate disclosure have not been made.

1.05 Corporate Social Responsibility

As required under section 135 of the Companies Act 2013, the Company has constituted Corporate Social Responsibility (CSR) committee.

The company is required to spend â71.28 Lakhs; (March 31, 2017: Rs. 69.46 Lakhs) on CSR activities Amount spend during the year is as follows:

1.06 Employee Benefit Plans

1. Defined contribution plans

The amounts of contribution to provident fund and ESIC recognized as expenses during the year is Rs. 94.13 Lakhs (March 31, 2017: Rs. 72.73 Lakhs) for the year ended March 31, 2018.

2. Defined Benefits Plans

The Company sponsors unfunded defined benefit plans for qualifying employee therefore, there are no plan assets which are maintained exclusively thereof. In computation of gratuity liability, Project Unit Credit Method is used.

These plans typically expose the Company to Actuarial risks such as : investment risk, longevity risk and salary risk. No other post-retirement benefit are provided to the employees.

Investment Risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the planâs liability.

Salary Risk The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the planâs liability.

6. Sensitivity Analysis

Below is the sensitivity analysis determined for significant actuarial assumption for determination of defined benefit obligation and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period.

Key assumptions for determination of Defined Benefit Obligation at Discount Rate (i.e. Interest Rate) and Salary Growth Rate.

1.07 Capital Management

The Companyâs objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholderâs value. In order to maintain or achieve a capital structure that maximises the shareholderâs value, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans. As at March 31, 2018, the Company has only one class of equity shares.

The Companyâs capital requirement is mainly to fund its business expansion and repayment of borrowings. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings.

The Company has adhered to material externally imposed conditions relating to capital requirements and there has not been any delay or default during the period covered under these financial statements with respect to payment of principal and interest. No lender has raised any matter that may lead to breach of covenants stipulated in the underlying documents.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents.

1.08 Financial Instruments

(i) Methods and assumptions used to estimate the fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) The carrying amounts of receivables and payables which are short term in nature such as trade receivables, other bank balances, deposits, loans to employees, trade payables, payables for acquisition of noncurrent assets, demand loans from banks and cash and cash equivalents are considered to be the same as their fair values.

b) The fair values for long term loans, long term security deposits given and remaining non current financial assets were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

c) The fair values of long term security deposits taken, non-current borrowings and remaining non current financial liabilities are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

d) For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

(ii) Categories of financial instruments

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and Level 3: inputs which are not based on observable market data

1.09 Financial Risk Management

The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Companyâs financial risk management policy is set by the Managing Board. The details of different types of risk and management policy to address these risks are listed below:

The Companyâs activities are exposed to various risks viz. Credit risk, Liquidity risk and Market risk. In order to minimise any adverse effects on the financial performance of the Company, it uses various instruments and follows polices set up by the Board of Directors / Management.

a. Credit Risk :

Credit risk arises from the possibility that counter party will cause financial loss to the Company by failing to discharge its obligation as agreed.

Credit risks from balances with banks are managed in accordance with the Company policy. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks having high credit-ratings assigned by credit-rating agencies.

Based on the industry practices and business environment in which the Company operates, management considers that the trade receivables are in default if the payment are more than 2 years past due.

Trade receivables primarily consists of Outstanding against exports sales and sales to certain domestic customers with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

The Company is taking adequate steps for recovery of overdue debts and advances and wherever necessary, adequate provisions as per expected credit loss model have been made.

b. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Companyâs liquidity risk management policies include to, at all times ensure sufficient liquidity to meet its liabilities when they are due, by maintaining adequate sources of financing from both domestic and international banks at an optimised cost. In addition, processes and policies related to such risks are overseen by senior management. The Companyâs senior management monitors the Companyâs net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity of Financial Liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

Financing arrangements

The Company has sufficient sanctioned line of credit from its bankers / financers; commensurate to its business requirements. The Company reviews its line of credit available with bankers and lenders from time to time to ensure that at all point of time there is sufficient availability of line of credit to handle peak business cycle.

The Company pays special attention to the net operating working capital invested in the business. In this regard, as in previous years, considerable work has been performed to control and reduce collection periods for trade and other receivables, as well as to optimise accounts payable with the support of banking arrangements to mobilise funds and minimise inventories.

c. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed in the ordinary course of business to risks related to changes in foreign currency exchange rate and interest rate.

(i) Market Risk - Foreign Exchange

Foreign exchange risk arises on all recognised monetary assets and liabilities which are denominated in a currency other than the functional currency of the Company. The Company has foreign currency trade payables and receivables. However, foreign exchange exposure mainly arises from trade receivable and trade payables denominated in foreign currencies.

Foreign currency risk is that risk in which the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and a portion of its business is transacted in several currencies and therefore the Company is exposed to foreign exchange risk through its overseas sales and purchases in various foreign currencies. The Company hedges the receivables as well as payables by forming view after discussion with Forex Consultant and as per polices set by Management.

The Company does not enter into or trade financial instrument including derivative for speculative purpose.

The carrying amount of the Companyâs foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows.

1.10 Related party disclosures

(a) Names of related parties and related party relationship-where control exists

Subsidiary - Orbit Inc Subsidiary - Excellere (UK) Limited

(b) Related parties with whom transactions have taken place during the year

Associate - Rainbow Line Trading (L.L.C)

Mr. Pankaj Seth - Managing director Mrs. Anisha Seth -Whole time director Mr. Bruce Kievel - Executive Director Mr. Mukesh Deopura - Chief Financial Officer Mrs. Neha Poddar - Company Secretary

(d) Relatives of key management personnel

Mrs. Vishakha Seth Mehra - Daughter of Mr. Pankaj Seth Mrs. Sangeeta Bhatia - Sister of Mr. Pankaj Seth Mr. Shyamsunder Seth - Father of Mr. Pankaj Seth Mr. Parth Seth - Son of Mr. Pankaj Seth Mr. Prachya Thongnak - Son of Mr. Bruce Kievel Mrs. Chanda Deopura - Wife of Mr. Mukesh Deopura

(e) Enterprises owned or significantly influenced by key management personnel or their relatives Golden Bo Tree Impex Co Ltd.

M/s Mediaman Multitrade Pvt Ltd.

Orbit Foundation

(f) Non-Executive Directors Mr. Gopikrishna Bubna

Mr. Balkrishna Patil Mr. Saumil Marfatia Mr. Pardeep Khosla Mr. Varun Daga

1.11 Employee Stock Option Plan

The shareholders of the Company have approved Employee Stock Option Plan i.e. OEL Employees Stock Option Plan - 2013 (âThe Planâ) on July 3, 2013. The Plan provides for issue of options (underlying equity share of Rs. 10/- each) to the persons specified in the scheme. The plan was framed in accordance with the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

The plan provide for the issuance of options at the recommendation of the Nomination & Remuneration Committee at 90% of the market price i.e. price on the working day immediately preceding the date when options are granted, the price being the closing price of the share on Bombay Stock Exchange Limited and National Stock Exchange of India Limited with the highest trading volume as of the working day preceding the date of grant.

The options granted under the Plan shall vest within not less than two years and not more than four years from the date of grant of options. Once the options vest as per the Plan, they would be exercisable by the Option Grantee at any time within a period of one and a half year from the date of vesting and the shares received on exercise of such options shall not be subject to any lock-in period.

The following table summarizes the Companyâs Stock Options activity:

Shares Underlying Options Outstanding

1.12 Unclaimed Dividend

During the year, Unclaimed dividend for the F.Y. 2010-11 amounting to Rs. 1.95 Lakhs has been deposited by the Company to the credit of Investor Education and Protection fund (IEPF) in terms of section 124(5) of the Companies Act, 2013.

During the previous year, Unclaimed dividend for the F.Y. 2009-10 amounting to Rs. 1.29 Lakhs has been deposited by the Company to the credit of Investor Education and Protection fund (IEPF) in terms of section 124(5) of the Companies Act, 2013. However there was a delay of 2 days in depositing the same.

1.13 According to the information available with the management, on the basis of intimation received from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has amounts due to micro and small enterprises under the said Act as at March 31, 2018 as follows:

1.14 Notes to First Time Adoption

a Property, Plant and Equipment

The Company has availed the exemption available under Ind AS 101 to continue the carrying value for all of its Property, Plant and Equipments and Intangibles recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

(i) Finance Lease

Under the previous GAAP, leasehold land was accounted for at the premium paid at the time of commencement of the lease. The lease rentals paid were recognised in the Statement of Profit and Loss. Land was not covered under the scope of AS -19 Leases. Ind AS 17 Leases now includes land under the scope of the standard. As on the transition date to Ind AS, the Company recognises the lease as an asset as well as liability at fair value (present value of minimum lease payments). Any direct expense incurred by the Company is added to the cost of leased asset. The lease payments are apportioned between finance charge and finance lease obligation. The finance charge shall be allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

b Security Deposit

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly the Company has fair valued these security deposits under Ind AS and the difference between the fair value and the transaction value of the security deposit has been recognised as prepaid rent.

c Deferred Tax

The previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using balance sheet approach which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Various transitional adjustments has resulted in recognition of temporary differences.

d Defined Benefit Obligations

Under previous GAAP, actuarial gains and losses were recognised in Statement of Profit and Loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability / asset which is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in other comprehensive income under Ind AS instead of statement of profit or loss.

e Government Grants

The government grant related to fixed assets was netted off with the cost of respective Property, Plant and Equipment under previous GAAP. Under Ind AS, Property, Plant and Equipment has been recognised at gross cost and government grant has been recognised as deferred income.

f Trade Receivables

Under the previous GAAP, the Company has created provision for impairment of receivables consisting specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on Expected Credit Loss Model which has led to an increase in the amount of provision as on the date of transition.

g Derivative Instruments - Forward contracts

Under previous GAAP, the loss on forward contract was recognised based on difference between spot rate and forward rate . Under Ind AS, forward contract is required to be accounted at fair value.

h Inclusion of Bank Overdraft for the purpose of Cashflow

Under Ind AS, bank overdrafts which are repayable on demand and form an integral part of the Companyâs cash management system and are included in cash and cash equivalents for the purpose of presentation of Statement of Cash flows. Whereas under previous GAAP, there was no similar guidance and hence, bank overdrafts were considered similar to other borrowings and the movements therein were reflected in cash flows from financing activities.

i Other Comprehensive Income

Under previous GAAP, there was no concept of other comprehensive income. Under Ind AS, items of income or expense that are not recognised in statement of profit and loss are recognised as âother comprehensive incomeâ which includes remeasurement of defined benefit plans.

1.15 Ind AS issued but not yet effective

Ministry of Corporate Affairs (âMCAâ) through the Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs :

Ind AS 115- Revenue from Contract with Customers

On March 28, 2018, Ministry of Corporate Affairs (âMCAâ) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entityâs contracts with customers.

The standard permits two possible methods of transition :

- Retrospective approach-Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors.

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch-up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018

The Company has adopted the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly, comparatives for the year ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21 : The Effects of Changes in Foreign Exchange Rates

Appendix B to Ind AS 21, Foreign Currency Transactions and Advance Consideration is inserted to clarify the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The Appendix explains that the date of the transaction, for the purpose of determining the exchange rate, to use on the initial recognition of the related asset, expense or income (or part of it) is the date on which the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration.

If there are multiple payments or receipts in advance, the date of the transaction is determined for each payment or receipt of advance consideration.

The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on its financial statements and the impact is not material.

Mar 31, 2016

Terms/ Rights attached to Equity Shares

The Company has issued only one class of equity shares having par value of '' 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

The dividend proposed is as recommended by the Board of Directors and subject to the approval of the shareholders in the ensuing Annual General Meeting.

For the year ended March 31, 2016 the amount of dividend per share recognized as distributions to equity shareholders is Rs, 3.75 (2014-15 : Rs, 4.50) comprising of Interim Dividend of Rs, 2.25 and Final Dividend of Rs, 1.50.

During the year, the Company has issued and allotted 43,000 equity shares of Rs,10/- each pursuant to exercise of 43,000 Stock Options to the employees of the Company under OEL Employees Stock Option Plan - 2013.

B. 8 lacs Optionally Fully Convertible Warrants were issued to Mr. Pankaj Seth and Mrs. Anisha Seth on November 1, 2010 at a price of Rs, 38/- each out of which 25% amount received at the time of allotment. Each warrant was to be converted into 1 equity share of Rs, 10/- each within a period of 18 months from the date of allotment i.e. on or before April 30, 2012. All the warrants were converted into Equity Shares of Rs, 10/- each on March 31, 2011 - 224,560 shares, on March 22, 2012 - 350,000 shares and balance 225,440 shares on April 27, 2012 respectively. Out of the above 225,440 shares were under lockin for 3 years till April 26, 2015.

Sr. No. Nature of Security Terms of Repayment

1 Term loan - 1 from State Bank of India, Repayable in 67 monthly installments commencing outstanding balance is Rs, 137.58 Lacs from April 1, 2011, exclusive of a moratorium period of (March 31, 2015: Rs, 428.90 Lacs). Details of 11 months, 66 monthly installments of Rs, 24 Lacs each securities are mentioned below* and last installment of Rs, 26 Lacs due in Oct, 2016.

2 Term loan - 2 from State Bank of India, Repayable in 60 monthly installments commencing from outstanding balance is Rs, 691.50 Lacs Jan 1, 2014, exclusive of a moratorium period of 12 (March 31, 2015: Rs, 935.09 Lacs). Details of months, 39 monthly installments of Rs, 20 Lacs each, next securities are mentioned below* 12 installments of Rs, 252 Lacs and last 9 installments of Rs, 193 Lacs. Last installment is due in Dec, 2018.

3 Term loan - 3 from State Bank of India, Repayable in 60 monthly installments commencing outstanding balance is Rs, 630.31 Lacs from Aug 1, 2014, exclusive of a moratorium period (March 31, 2015: Rs, 812.92 Lacs). Details of of 12 months, 36 monthly installments of Rs, 15 Lacs securities are mentioned below* each, next 23 installments of Rs, 16 Lacs each and last installment of Rs, 17 Lacs. Last installment is due in July, __2019._

* a. Hypothecation of Wind Turbine Generator at Barmer, Rajasthan;

b. Equitable Mortgage and hypothecation Charge over entire fixed assets of the Company including Land & Building, Plant & Machineries, situated at Plot No.6, 7, 8 & 9, Village Mahuvej, Taluka Mangrol, Dist- Surat - 394102;

c. Lien on Fixed Deposits with the Bank of Rs, 282 Lacs;

d. Equitable Mortgage and hypothecation charge over immovable properties (existing and future) of the Company situated at D-5/1, Phase-1, MIDC, Dombivali and civil structures;

e. Personal Guarantee of Promoter Directors, Mr. Pankaj Seth & Mrs. Anisha Seth.

4 Term loan - 1 from HDFC Bank Limited, Repayable in 60 equated monthly installments from outstanding balance is Rs, 620.14 Lacs October 2014 till September 2019.

(March 31, 2015: Rs, 761.71 Lacs). Details of securities are mentioned below**

5 Term loan - 2 from HDFC Bank Limited, Repayable in multiple equated monthly installments outstanding balance is Rs, 742.99 Lacs (March starting from March, 2016 till October, 2021.

31, 2015: Rs, Nil). Details of securities are mentioned below**

** a. Equitable Mortgage of the Textile building bearing No.B-12, Asmeeta Texpa ITP, MIDC Plot No.1, Additional Kalyan Bhiwandi Industrial Area, Village - Kon, Sub-District Bhiwandi, District Thane;

b. Personal Guarantee of Mr. Pankaj Seth, Promoter Director.

The Company has provided second pari passu charge on entire fixed assets (excluding Plant & Machineries financed by other banks/financial institutions of the borrower) as collateral security.

Promoter Directors Mr. Pankaj Seth and Mrs. Anisha Seth have given personal guarantee for Loan of Rs, 1094.04 Lacs (March 31, 2015: Rs, 764.60 Lacs) and Rs, 363.98 Lacs (March 31, 2015: Rs, 542.87 Lacs) from State Bank of India and DBS Bank respectively. While Mr. Pankaj Seth has given personal guarantee for loan from HDFC Bank Limited of Rs, 65.27 Lacs (March 31, 2015: Rs, -19.80 Lacs).

6 DISCLOSURE REGARDING TRANSACTIONS WITH RELATED PARTIES IN TERMS OF ACCOUNTING

STANDARD - 18 IS AS UNDER :

a Names of the related parties where control exists :

Holding Company - None Subsidiary Company - Orbit Inc.

b Names of other related parties with whom transactions have taken place:

Associate Company - Rainbow Line Trading (L.L.C.)

c Key Management Personnel and their relatives :

Mr. Pankaj Seth - Managing director

Mrs. Anisha Seth -Whole time director

Mr. Bruce Kievel - Executive Director

Mrs. Vishakha Seth Mehra - Daughter of Mr. Pankaj Seth

Mrs. Sangita Bhatia - Sister of Mr. Pankaj Seth

Mr. Shyamsunder Seth - Father of Mr. Pankaj Seth

d Enterprises where Key Managerial Personnel or their relatives have control or significant influence: Golden Bo Tree Impex Co. Ltd.

Mediaman Multitrade Pvt. Ltd.

7 In the opinion of the management, Loans & Advances and Other Current Assets have a realizable value in the ordinary course of business not less than the amount at which they are stated in the Balance Sheet and provision for all known liabilities and doubtful assets have been made.

8 EMPLOYEE STOCK OPTION PLAN

The shareholders of the Company have approved Employee Stock Option Plan i.e. OEL Employees Stock Option Plan - 2013 ("The Plan") on July 3, 2013. The Plan provides for issue of options (underlying equity share of Rs, 10/- each) to the persons specified in the scheme. The plan was framed in accordance with the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

The plan provide for the issuance of options at the recommendation of the Nomination & Remuneration Committee at 90% of the market price i.e. price on the working day immediately preceding the date when options are granted, the price being the closing price of the share on BSE Limited and National Stock Exchange of India Limited with the highest trading volume as of the working day preceding the date of grant.

9 Figures for the previous year have been regrouped/reclassified/reinstated, wherever considered necessary.

Mar 31, 2015

1. Contingent Liabilities and commitments not provided for :

The Company has outstanding commitment including Letters of Credits for imported plant & machineries towards capital goods and aggregate amount is as under:-

Sr. Nature of Commitment Amount (Rs. in lakhs) No 2014-15 2013-14

1. Commitments on Capital Account NIL Â

2. Service Tax Liability on purchase of Unit 63.04 63.04 in Asmeeta Textile Park, Bhiwandi

The Company has purchased a unit in Asmeeta Textile Park, Bhiwandi vide Lease Deed dated 21st August, 2013. The Amount of additional Service Tax amounting to Rs. 63,04,410/- (Rupees sixty three lakhs four thousands four hundred ten only) was demanded by the Developers M/s. Asmeeta Infratech Ltd. on account of differential amount of Service Tax on the Unit No. B-12, Asmeeta Textile Park, Bhiwandi. The matter is sub-judice at this moment. The Company has been advised that there will not be any liability towards Service tax over and above the amount already paid by the Company.

2. Related Party Disclosures:-

The list of related parties and nature of their relationship is furnished below :-

Related parties with whom transactions have taken place during the year :-

* Key Management Personnel and Relatives :-

Sr. Name Relationship No.

1. Mr. Pankaj S. Seth Chairman & Managing Director

2. Ms. Anisha P. Seth Whole-time Director

3. Ms. Vishakha P. Seth Daughter of Mrs. Anisha P. Seth & Mr. Pankaj S. Seth

4. Ms. Sangeeta Bhatia Sister of CMD Mr. Pankaj Seth

5. Mr. Shyam Sunder Seth Father of CMD Mr. Pankaj S. Seth

6. Mr. Bruce Larry Kieval Executive Director

Enterprise over which Key Management Personnel exercise significant influence :-

M/s. Golden Bo Tree Impex Co. Ltd. - Director Mr. Bruce Larry Kieval is also a director of this Company.

Orbit Inc., USA - Wholly Owned Subsidiary.

Rainbow Line Trading LLC, Dubai - Associate Firm

3. Balances of Sundry Debtors, Creditors and Loans & Advances are subject to confirmation and reconciliation, if any.

4. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days (P.Y. Nil), the above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

5. The Board of Directors have declared interim dividend @ 22.50% during the year amounting to Rs. 321.73 lakhs (Rs. 2.25 per share of face value of Rs. 10/- each i.e. 22.50%) excluding Dividend Distribution Tax of Rs. 65.87 lakhs. The Board of Directors have also proposed to declare the Final dividend @ 22.5% for the year amounting to Rs. 321.73 lakhs (Rs. 2.25 per share of face value of Rs. 10/- each i.e. 22.5%) excluding Dividend Distribution Tax of Rs. 65.87 lakhs.

6. Previous year's figures have been regrouped and/or re-casted wherever necessary. Figure in brackets represent corresponding figure for the previous year.

7. The Company has created Capital Reserve in current year amounting to Rs. 118.93 lakhs during the year. The balance in Capital Reserve is Rs. 751.82 lakhs (2014 Rs. 632.89 lakhs). Current year Capital Reserve has been created out of the Government Grants in the nature of promoters' fund for setting up new textile unit at Surat in the state of Gujarat.

8. The Company has allotted 10,00,000 Convertible Warrants to Promoters Directors at Rs. 76.57 per warrant to be converted into one equity share of Rs. 10/- each at the Premium of Rs. 66.57 per share in the year 2013-14. The allottees have exercised their option and converted the balance 4,50,000 Convertible Warrants into 4,50,000 equity shares of Rs. 10/- each. The conversion of Warrants has increased the Equity Share Capital by Rs. 45.00 lakhs and Share Premium by Rs. 299.57 lakhs during the year.

9. Employees Stock Option Scheme

Your Company has instituted Stock Option Plans to enable its employees to participate in your Company's future growth and financial success. Your Company provides its employees a platform for participating in important decision making and instilling long term commitment towards future growth of the Company by way of rewarding them through Stock Options. The Stock Option Schemes also enable the Company to hire the best talent for its senior management and key positions.

The Company has reserved issuance of 1,47,000 (Previous year 52,000) Equity Shares of Rs. 10/- each for offering to Eligible Employees of the Company under Employees Stock Option Scheme (ESOS). During the year the Company has granted 95,000 options at a price Rs. 342/- per option, plus all applicable taxes, as may be levied in this regard on the Company (Previous year 52,000 at a price of Rs. 69.75 per option plus all applicable taxes, as may be levied in this regard on the Company) to the Eligible Employees. The options would vest over a maximum period of 4 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

10. The Sundry Debtors includes an amount of Rs. 467.18 lakhs (2014 Rs. 504.06 lakhs) due from its Wholly Owned Subsidiary Orbit Inc., USA and Rs. 1,095.68 lakhs (2014 Rs. 917.74 lakhs) due from its Associate Concern M/s. Rainbow Line Trading LLC, Dubai.

11. Employee Benefits

As per Accounting Standard -15 "Employee Benefits" the disclosure of employee benefits is given below:

i. Defined contribution plans :-

The amounts of contribution to provident fund and ESIC recognized as expenses during the year is Rs. 39.51 lakhs (2014 Rs. 13.37 lakhs) for the year ended 31st March, 2015.

12. SHARE CAPITAL

a) Terms/ Rights attached to Equity hares

The Company has issued only one class of equity shares having par value of Rs. 10/- each. Each Equity shareholder is entiled to one vote per share.

13. Additional disclosure

Terms of Warrants:

A. 8 lacs Optionally Fully Convertible Warrants were issued to Mr. Pankaj Seth and Mrs. Anisha P. Seth on 1st Nov, 2010 at a price of Rs. 38/- each out of which 25% amount received at the time of allotment. Each warrant to be converted into 1 equity share of Rs. 10/- each within a period of 18 months from the date of allotment i.e. on or before 30th April, 2012. All the warrants were converted into Equity Shares of Rs. 10/- each on 31st March, 2011 - 224560 shares, on 22nd March, 2012 - 350000 shares and balance 225440 shares on 27th April, 2012 respectively. Out of the above 2,25,440 shares are under lockin for 3 years till 26th April, 2015.

14. Long-term Borrowings

1) Term Loan No. 1 to 3 from State Bank of India are secured by 1st mortgage on the fixed assets of the Company located Plot No. 6, 7, 8 & 9, Faideal Textile Park, Village Mahuvej, Taluka Mangrol, Distt. Surat - 394 102 both present and future and hypothecation on all the movable assets of the Company installed at the above said unit.

2) The above financial assistance from State Bank of India are additionally secured by 1st mortgage on the CompanyÂs fixed assets located at MIDC, Dombivali. The above said financial assistance are additionally secured by hypothecation of the Wind Turbine Generation unit located in Rawat ka Gaon, Tah. Shiv, Distt. Barmer in the state of Rajasthan.

3) The above Term Loans are additionally secured by way of lien on Fixed Deposits aggregating to Rs. 168.00 lakhs standing in the name of the Company.

4) All the above loans are personally guaranteed by both the Promoter Directors of the Company.

5) Term Loan from HDFC Bank Ltd. is secured by way of 1st and exclusive charge on the Plant & Machinery purchased under the scheme. The Loan is additionally secured by way of equitable mortgage of Factory building located at B-12, Asmeeta Textile Park, ITP, MIDC, Plot No. 1, in Additional Kalyan Bhiwandi Industrial Area, Village Kon, Taluka Bhiwadi, Distt. Thane (Mah.)

6) The Term Loan from HDFC Bank is personally guaranteed by the Promoter Director of the Company Shri Pankaj Seth.

7) Terms of Repayment of Term Loan No. 1-SBI : Loan shall be repaid in 66 monthly instalment of Rs. 24 lakhs commencing from 1st April, 2011 and one instalment shall be of Rs. 26 lakhs.

8) Terms of Repayment of Term Loan No. 2-SBI : Loan shall be repaid in 39 monthly instalment of Rs. 20 lakhs each commencing from 1st January, 2014, 12 monthly instalments of Rs. 21 lakhs each commencing from 1st April, 2017 and 9 monthly installment of Rs. 21.44 Lakhs each commencing from 1st April, 2018.

9) Terms of Repayment of Term Loan No. 3-SBI : Loan shall be repaid in 60 monthly instlments out of which 36 monthly instalments of Rs. 15 lakhs each commencing from 1st August, 2014, 23 monthly instalments of Rs. 16 lakhs each commencing from 1st August, 2017 and last installment shall be of Rs. 17 lakhs to be paid on 1st July, 2019.

10) Terms of Repayment of Term Loan from HDFC Bank Ltd. :- Loan shall be repaid in 60 months commencing from 7th October, 2014 and last instalment shall be paid on 7th Septemebr, 2019.

15. Additional disclosures : Short-Term Borrowings

1) Working Capital limits from Banks are secured by hypothecation on all the currents assets both present & future of the Company.

2) The financial assistance from State Bank of India is additioanlly secured by 1st mortgage on the CompanyÂs fixed assets located at MIDC, Dombivali and Surat. The Financial Assistance from State Bank of India are further secured by hypothecation of the Wind Turbine unit located in Rawat ka Gaon, Tah. Shiv, Distt. Barmer in the state of Rajasthan.

3) The loans from State Bank of India are additinally secured by way of pledge of Fixed Deposits aggregating to Rs. 168.00 lakhs standing in the name of the company.

4) The loans from DBS Bank are additionally secured by way of lien on Fixed Deposits aggregating to Rs. 300.00 lakhs standing in the name of the company.

5) Working Capital Limits from State Bank of India and DBS Bank is personally guaranteed by both the Promoter Directors of the Company.

6) Working Capital Limits from HDFC Bank Ltd. is additionally secured by way of equitable mortgage of Factory building located at B-12, Asmeeta Textile Park, ITP, MIDC, Plot No. 1, in Additional Kalyan Bhiwandi Industrial Area, Village Kon, Taluka Bhiwadi, Distt. Thane (Mah.)

7) Working Capital Limits from HDFC Bank Ltd. is personally guaranteed by Shri Pankaj Seth the Promoter Director of the Company.

16. Additional disclosure

1) Investment in Govt or Trust securities includes investments in NSC amounting to Rs. 0.61 lakhs was made for obtaining Registration in the state of Gujarat & Rajasthan. Further an amount of Rs. 35.00 lakhs was invested in Capital Gain Bonds of Rural Elecrtification Corporation Ltd.

2) Investment in Equity inst. includes investment made in Kurla Nagrik Sahakari Bank Ltd. Rs. 1,00,000/

3) The Company has invested in Shares of Rs. 56.19 lakhs in its Associates Company Rainbow Line Trading LLC, Dubai.

4) The Company has invested in Shares of Rs. 369.27 lakhs in its Wholly Owned Subsidiary ÂOrbit Inc.Â USA

Mar 31, 2013

Notes :

a) 1. During the year, the Company has issued and allotted 2,25,440 equity shares of Rs.10/- each

on account of conversion of OFCWÂs at a premium of Rs.28/- per share to Mr. Pankaj Seth and Ms. Anisha P. Seth on preferential issue basis. The issue proceeds aggregating to Rs.64.25 lakhs have been utilised for the object for which it has been been issued.

2. During the year, the Company has issued and allotted 4,00,000 equity shares of Rs.10/- each on account of conversion of OFCWÂs at a premium of Rs.69.30 per share to M/s. Shreyans Credit & Capital Pvt. Ltd. on preferential basis. The issue proceeds aggregating to Rs.237.90 lacs have been utilized for the object for which it has been issued.

3. During the year, the Company has issued and allotted 44,33,050 equity shares of Rs.10/- each as bonus shares in the ratio of 1 Equity Share for every 2 equity shares held.

b) Terms/ Rights attached to Equity Shares

The Company has issued only one class of equity shares having par value of Rs. 10/- each. Each Equity shareholder is entailed to one vote per share.

Additional disclosure

Terms of Warrants:

8 lacs Optionally Fully Convertible Warrants were issued to Mr. Pankaj Seth and Mrs. Anisha P. Seth on 1st Nov, 2010 at a price of Rs. 38/- each out of which 25% amount received at the time of allotment. Each warrant to be converted into 1 equity share of Rs. 10/- each within a period of 18 months from the date of allotment i.e. on or before 30th April, 2012. The details of conversion in the FY 2010-11 & 2011-12 & 2012-13 are as mentioned below :-

Additional disclosure Long-term Borrowings

1) Term Loan from State Bank of India are secured by 1st mortgage on the fxed assets of the Company located Plot No. 6,7,8 & 9, Faideal Textile Park, Village Mahuvej, Taluka Mangrol, Distt. Surat - 394 102 both present and future and hypothecation on all the movable assets of the Company installed at the above said unit.

2) The above financial assistance from State Bank of India are additionally secured by 1st mortgage on the CompanyÂs fxed assets located at MIDC, Dombivali, and MIDC, Jalgaon. The above said financial assistance are additionally secured by hypothecation of the Wind Turbine Generation unit located in Rawat ka Gaon, Tah. Shiv, Distt. Barmer in the state of Rajasthan.

3) The above loans are additinally secured by way of pledge of Fixed Deposits aggregating to Rs. 168 lacs standing in the name of the company.

4) All the above loans are personally guaranteed by the Promoter Directors of the Company.

5) Terms for Repayment of Term Loan-1 : Loan shall be repaid in 66 monthly instalment of Rs. 24 lacs commencing from 1st April, 2011 and one instalment shall be of Rs. 26 lacs.

6) Terms for Repayment of Term Loan-2 : Loan shall be repaid in 39 monthly installment of Rs. 20 lacs each commencing from 1st January, 2014, and 21 monthly installments of Rs. 21 lacs each commencing from 1st April, 2017.

Additional disclosure Short-term Borrowings

1) Working Capital limits from State Bank of India and Development Bank of Singapore are secured by hypothecation on all the currents assets both present & future of the Company.

2) The financial assistance from State Bank of India is additionally secured by 1st mortgage on the CompanyÂs fixed assets located at MIDC, Dombivali, and MIDC, Jargon. The Financial Assistance from State Bank of India are further secured by hypothecation of the Wind Turbine unit located in Rawat ka Gaon, Tah. Shiv, Distt. Barmer in the state of Rajasthan.

3) The loans from State Bank of India are additionally secured by way of pledge of Fixed Deposits aggregating to Rs. 168 lacs standing in the name of the company.

4) The Financial Assistance from Development Bank of Singapore (DBS) is additionally secured by way of Equitable Mortgage over the immovable property located at Office No. 11, Mehta Chambers, Kalyan Street, Mumbai - 400 009.

5) All the above loans are personally guaranteed by the Promoter Directors of the Company.

Additional disclosure

1) Investment in Govt or trust securities include NSC made for Gujrat and Rajasthan Sales Tax registration.

2) Investment in Equity inst. includes investment made to Kurla Nagrik Sahakari Bank Ltd. Rs. 1,00,000/- 3) The Company has invested an amount of Rs. 49.20 lacs in Rainbow Line Trading LLC,Dubai.

NOTE 1

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days (P.Y. Nil), the above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identifed on the basis of information available with the Company. This has been relied upon by the auditors.

NOTE 2

The Board of Directors have declared interim dividend @ 15% during the year amounting to Rs. 199.48 lacs (Rs. 1.50 per share of face value of Rs. 10/- each i.e.15%) excluding Dividend Distribution Tax of Rs. 32.36 lacs.

NOTE 3

Previous years fgures have been regrouped and/or re-casted wherever necessary. Figure in brackets represent corresponding fgure for the previous year.

NOTE 4

The Company has created Capital Reserve amounting to Rs.4.54 lacs during the year. The balance in Capital Reserve is Rs. 369.14 lacs (2012 Rs. 364.60 lakh). Current year Capital Reserve has been created out of the Government Grant in the nature of promotersÂ fund for setting up new textile unit at Surat.

NOTE 5 - EMPLOYEE BENEFITS

As per Accounting Standard -15 "Employee Benefts" the disclosure of employee benefts is given below:

i. Defned contribution plans:

The amounts of contribution to provident fund and ESIC recognized as expenses during the year is Rs. 12.46 lacs (Previous Year Rs. 10.28 lacs the year ended 31st March, 2013.

Mar 31, 2011

1. Related Party Disclosures:

The list of related parties and nature of their relationship is furnished below: Related parties with whom transactions have taken place during the year: - Key Management Personnel and Relatives:

Sr. No. Name Relationship

1. Mr. Pankaj S. Seth Chairman & Managing Director

2. Ms. Anisha P. Seth Whole-time Director

3. Mr. Shyam Sunder Seth Father of CMD Mr. Pankaj S. Seth

4. Mr. Bruce Larry Kieval Executive Director

5. Mrs. Vibha Marfatia Spouse of Mr. Saumil Ushakant Marfatia

Enterprise over which Key Management Personnel exercise significant influence:

M/s Golden Bo Tree Impex Co. Ltd. - Director Mr. Bruce Larry Kieval is also a director of this Company.

3 Contingent Liabilities and commitments not provided for:

A list of disputed cases in the matter of Income Tax have been enumerated hereinabove in the Audit Report. The issues are pending before few Income Tax Authorities. The details are as under:-

Sr. No. Nature of dues Amount (Rs. in lakhs) 2010-11 2009-10

1. Income Tax (AY. 1995-96) 5.11 5.11 2. Income Tax (AY. 1996-97) 24.33 24.33

3. Letter of Credits Ã 551.26

4. Balances of Sundry Debtors, Creditors, Unsecured Loans, and Loans & Advances are subject to confirmation and reconciliation, if any.

5. a) The computation of Net Profit for the purpose of calculation of directors remuneration under section 349 of the Companies Act, 1956 is not enumerated, since no commission has been paid to any director.

6. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days (P.Y. Nil), the above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7. The Board of Directors have declared interim dividend @ 15% during the year amounting to Rs. 1,14,99,150/- (Rs. 1.50 per share of face value of Rs. 10/- each i.e.15% ).

8. The Company was not required to obtain any license under Industries (Development and Regulation) Act, 1951. Therefore, the details of license capacity are not applicable.

9. Previous years figures have been regrouped and/or re-casted wherever necessary. Figure in brackets represent corresponding figure for the previous year.

10. The Company has created Capital Reserve amounting to Rs. 1,13,48,830/- during the year. The balance in Capital Reserve is Rs. 2,92,08,830/- (2010 Rs. 1,78,60,000/-). Current year Capital Reserve has been created out of the Government Grant in the nature of promoters fund for setting up new textile unit at Surat.

11. The Company has issued 2,75,000 Equity Share @ 35 including the premium of Rs. 25/- and issued 2,24,560 OFCWs warrants to Promoters @ Rs. 38/- including Sahre Premium of Rs 28/-

12. Employee Benefits

As per Accounting Standard -15 "Employee Benefits" the disclosure of employee benefits is given below:

i. Defined contribution plans: The amounts of contribution to provident fund and ESIC recognized as expenses during the year is Rs 10,28,166/- (Previous Year Rs. 9,16,365/- for the year ended 31 March 2011.

Mar 31, 2010

1. Contingent Liabilities and commitments not provided for :-

Sr. No.Name of the Statute Nature of dues Forum where dispute is pending Amount (Rs. in lakhs) 1. Income Tax Act, 1961 Income Tax The CIT Appeal, Mumbai 5.11 (A.Y.I 995-96)

2. Income Tax Act, 1961 Income Tax The CIT Appeal, Mumbai 24.33 (A,Y, 1996-97)

3. Later of credit (Capex LC) 551.26

2. Balances of Sundry Debtors, Creditors, Unsecured Loans, Loans & Advances are subject to confirmation and reconciliation, if any.

3. Stocks are valued as certified by Management.

4. Except otherwise mentioned herein in the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary.

5. a) The computation of Net Profit for the purpose of calculation of directors remuneration under section 349 of the Companies Act, 1956 is not enumerated, since no commission has been paid to any director.

6. Related Party Transactions.

The list of related parties and nature of their relationship is furnished below:

Related parties with whom transactions have taken place during the year:

Directors of the Company

Managing Director Mr. Pankaj S. S eth

Whole-time Director Ms. Anisha P. Seth

Other Related Parties/Associates

- Mr. Shyam Sunder Seth

- Golden Bo Tree Impex Co. Ltd.

7. Remuneration to Directors Refer Item No. 5 (b) & (C)

8. Segment Information:

Textile business is the Companys only business segment, hence disclosure of segment- wise information is not applicable.

9. The Company does not have any subsidiary hence the provisions of Accounting Standard -21 are not applicable.

10. As per Accounting Standard 22 "Accounting of Taxes on Income", issued by ICAI which requires companies to provide for deferred tax Assets/ Liabilities as of Balance Sheet dates.

The Company has recognized the deferred tax Liabilities (net) as at 31st March, 2010 amounting to Rs. 50,48,397/- in accordance with Accounting Standard - 22 "Accounting for taxes on Income" issued by the Institute of Chartered Accountants of India (ICAI).

13. The Company has provided for Gratuity Liability as prescribed under "Accounting for Retirement Benefits of Employees" AS 15 issued by the ICAI based on the Actuarial valuation Report.

(a) During the year, the Company has made provision for gratuity payable to its eligible employees amounting to Rs. 8.79 lacs (Previous Year Rs. 2.28 lacs) based on Unit Credit method as per Actuarial Valuation and gratuity paid for the year of Rs. 5.41 lacs (Previous Year Rs. 1.30 lacs)

(b) The Company has consistently accounted for Leave encashment and Bonus on payment basis which is non compliance of Accounting Standard-15 Employee Benefits. Amount paid during the year Rs. 1.81 Lacs (Previous year Rs.0.48 Lacs) and Rs.8.45 Lacs (Previous year Rs.6.44 Lacs) respectively.

14. The amount outstanding payable to Small Scale Industries as at the end of year was Rs. Nil (P. Y. Nil). There were no outstanding amounts payable to SSIs for more than 12 months.

15. The Company believes that no impairment of assets arises during the year as per the recommendations of Accounting Standards-28, in respect of the fixed assets of the Company,

16. The Board of Directors have declared interim dividend @ 10% during the year amounting toRs. 73,91,100(Rs. 1 per share of face value of Rs. 10 each i.e. 10%).

17. The Company has installed one Wind Mill of 0.60 MW in the State of Rajasthan at Rawat- ka-Gaon, Distt. Badmer in the state of Rajasthan. The Unit has commenced operation from 24th December, 2009.

18. Previous years figures have been regrouped and recasted wherever necessary. Figure in brackets represent corresponding figure for the previous year.

19. Information required as per part IV of Schedule VI of the Companies Act, 1956.

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