ROLTA INDIA LIMITED ANNUAL REPORT 2009-10 Innovative Technology for At ROLTA, we envision Insightful Impact a better future, and then design technology to create that future. Contents
Vision and Mission 02 Chairman's Statement 05 Leadership – Rolta is not like everyone else 06 Innovative Technology – Rolta is innovative with technology 08 Roltaites – People with innovation in their blood 10 Excellence & Trust - Customer Success is Rolta success 12 Strong Partnerships – Rolta collaborates across the world for best solutions 14 Global Expertise and Relevance – The key to Rolta’s success 16 Enterprise Geospatial and Defense Solutions Business Group 18 Defense & Homeland Security 30 Enterprise Design and Operation Solutions Business Group 40 Enterprise IT Solutions Business Group 50 Shareholder Information 60 EVA, Brands & HR Valuations 64 Ratios and Ratio Analysis 68 This is what Directors' Report 70 Corporate Social Responsibility 80 makes ROLTA Auditors' Report on Consolidated Financial Statements 81 Consolidated Financial Statements (Indian GAAP) 82 Consolidated Balance Sheet & Profit and Loss a different kind of Account (US$) 98 Section 212 100 Consolidated Financials (International Financial company. Reporting Standards) 101 Auditors' Report on Abridged Financial Statements 125 Abridged Financial Statement (Indian GAAP) 127 Corporate Governance 139 Not an Information Technology company. Risk Management 146 Management Discussion & Analysis 148 But a company that always goes above and beyond. Directors' Profile 154 Board of Directors 156 Beyond information. Global Management Team 157 Corporate Information 160 Rolta Vision Rolta Mission
To continuouslyINNOVATE and provide DevelopINNOVATIVE solutions that dramatically knowledge-based IT solutions that deliver change the marketplace remarkableINSIGHTS and lasting IMPACT Deliver valuableINSIGHTS that enable the in the way our world operates best decision making Create relevant and measurable IMPACT by always executing with the end result in mind
02 03 Chairman's Statement
This is the dawn of a new economic era, one that is filled a successful track-record in the vast home market. Today, with change and anxiety and also excitement and over 50% of our revenues are derived from the domestic opportunity. In these times, only those companies that market. This enables Rolta to mitigate currency risks and can successfully transform – by constantly innovating, participate in India's growth story. providing exceptional insights and delivering lasting The Indian Defense & Security sectors have emerged impact – will thrive and grow. amongst the top spenders worldwide, with capital At Rolta, we have constantly reinvented ourselves and expenditure estimated to be US$ 50 Billion by 2015. yet remained focused on our core competencies. We In these domains, today, while Rolta continues to enjoy have consciously built upon our existing strengths and a leadership position in its customary military geospatial evolved each business – so that we continue to move up market, it is now actively addressing large projects like the value chain and provide a better value proposition to the Battlefield Management System, Tactical our customers, globally. Communication System and the Digital Soldier program of the Indian Army. Rolta is today very well placed in the Today, we have transformed our business – from being Indian Defense, Homeland & Maritime Security markets services-centric to one that is increasingly Rolta IP- that are robust, thriving and growing. centric, by launching innovative solutions that ingeniously blend the capabilities of our acquired and Since its inception, we have believed in being a pioneer partner technologies, with our bank of exceptional IPRs – in the markets we serve. By prudently leveraging our enabling us to address much larger markets worldwide. unique domain knowledge, we have sustained our path- breaking position in an uncompromising business Our approach to acquisitions, has been of acquiring environment. Our ability to combine our domain companies, business divisions or technologies – that are knowledge, IPRs and deep understanding of customer at the cutting-edge, synergistic with the Rolta lines of needs into innovative solutions, enables us to meet the businesses, have an established track record, give us most complex and demanding requirements of our global access to new markets, are culturally compatible, enable markets. Today, we have a large base of satisfied us to move up the value chain and are accretive to customers, having executed multi-million dollar projects shareholder value. As a result, we today serve markets in over 40 countries. that are much larger than ever before. We have always looked beyond immediate opportunities For example, in the Engineering domain, we have been to create businesses with long-term prospects and traditionally addressing the design and development relevance. Rolta has built a solid business that reflects its needs arising from CAPEX requirements of Oil, Gas, established track record, empowered people, domain Petrochemical and Power plants. Today, with our robust TM knowledge, world-class infrastructure, enduring BI solutions like Rolta OneView , we also address the partnerships, exceptional IPRs and healthy financials. large on-going OPEX requirements of these plants and focus on their operations and maintenance needs, thus From the beginning, we have understood, accepted and greatly expanding our market. This solution is field- implemented that ‘change is the only constant’. Through proven and has been deployed successfully in multiple the intelligent extension of expertise and knowledge refineries of one of the world’s largest Oil companies. acquired in one business, we have successfully launched new businesses. We have remained relevant by Similarly, in the Enterprise Application Integration and anticipating market needs, embracing change and Geospatial domains, we have combined the strengths of ensuring that our businesses are not ‘me-too’ in character. the Rolta Geospatial FusionTM and Rolta iPerspective TM platforms to create an unparalleled solution which Thirst for change is not just a distinctive feature, but also integrates spatial and non-spatial data and applications in a prevailing attitude at Rolta. We plan to continue with real time, to provide enterprise wide synchronized our growth momentum by leveraging our strengths and information across varied computing platforms, for transforming our business to meet and exceed the immediate decision making. This has opened significant expectations of our stakeholders. new markets for us in the developed world, especially the US & Western Europe, where such advanced requirements have become critical. Our widespread operations have firm roots in India and K. K. Singh Chairman & Managing Director we draw tremendous strength from a large presence and October 25, 2010
04 05 Leadership ROLTA's sustained growth comes from the fact that its businesses are not me-too in character. ROLTA is a leader - If ROLTA had Using specialized domain knowledge, Rolta has always looked beyond immediate opportunities stopped at information it would be and built businesses with a long term potential. like everyone else. Rolta is a market leader in its chosen segments in India and comprehensive solutions to EPCs and plant Owner-Operators, a major player worldwide because of its unique ability to from ‘concept to completion’ and then for ongoing operations. create a deep impact by providing innovative solutions, Shaw Rolta Ltd., the Company's JV with The Shaw Group which extract meaningful insights from available Inc., continues to make steady progress by executing intricate information. projects for customers worldwide. The Company continues to maintain its leadership in the Rolta OneViewTM enables Owner-Operators to view plant Indian Defense and Security markets with its ‘Operations,’ operations as a single, fully integrated ecosystem, and ‘Intelligence’ and ‘Logistics’ solutions being adopted as the standard by Indian Armed Forces. These solutions are provides high reliability metrics through accurate and timely fundamentally based on Rolta IPR and have been deployed reporting on more than 100,000 pieces of equipment and across the country and in use by thousands of users in active hundreds of operations throughout large plants in the Oil & operations. Gas sectors. This exceptional solution is field proven and deployed successfully in multiple refining facilities of one of Rolta provides comprehensive, path-breaking Earth Science the world's largest oil companies. solutions with some of the most advanced Geo-Imaging & Photogrammetry capabilities like automatic change Rolta has strengthened its Enterprise Information Technology detection, etc. The Company has also introduced many Solutions (EITS) portfolio and capabilities which focuses on field-proven, high-technology solutions with its JV with high-end requirements like large-scale ERP applications, Thales, Rolta Thales Ltd. (RTL) and significantly enlarged sophisticated Database requirements, Business Intelligence (BI) its capability to provide state-of-the-art C4ISTAR solutions. and Agile SOA implementation. The Rolta iPerspectiveTM Rolta now has the capability of providing and integrating Suite is a rapid application development workbench, which large, complex systems for Military Communications and uses a powerful template based integration component high-end Optronics equipment. With its Industrial Licenses generation engine for creating, building and deploying for manufacturing Defense equipment, Rolta is uniquely integration components automatically, drastically reducing the positioned to address critical multi-billion dollar effort required for enterprise application integration. modernization programs of the Indian Armed Forces, like Battlefield Management Systems, Tactical Communications Over the past few years, Rolta’s leadership has been Systems and Digital Soldier Systems. recognized by the numerous trade and industry awards that it has received. It has been included in the S&P Global Rolta continues to lead the Indian market in the Geospatial Challengers ListTM 2008, by Standard & Poor’s – a global list of domain, with a share of over 70%, across segments like Land Records, Infrastructure, Telecom, Electric, Water 300 mid-size companies that have shown the highest intrinsic Resources, Airports, Mapping, Urban Development, Space, and extrinsic growth characteristics. Forbes Global has ranked Town Planning and Environmental Protection. Rolta is also Rolta amongst the “Best 200 under a Billion” for four times in one of the major providers of Geospatial services, globally. six years. Other trade and industry recognitions include,
TM Business World’s ‘25 Fastest Growing Companies’, Business The Company’s unique brand of Rolta Geospatial Fusion Today’s ‘Most Valuable Companies’, Business India’s ‘100 Best solutions continues to be the front-runner in Companies’, CFO Asia’s ‘Best Annual Reports’, ‘Geospatial comprehensive, spatial viewing and integration of business Company of the Year’ Award by Geospatial Today, intelligence. This distinctive solution enables instantaneous ‘Technology Leadership’ Award by Chemtech Foundation, fusion of various disparate Geospatial, non-spatial databases and software applications, for generating real time reports, ‘Geospatial Leadership in India’Award at Map World Forum, resulting in implementation of an exceptional decision ‘Amity Corporate Excellence’ by Amity International Business support system for large organizations. Rolta’s customers School, ranked-11th amongst ‘India’s most investor friendly have even won awards for their applications based on Rolta companies’ by Business Today, Top-10 Wealth Creators in the Geospatial FusionTM . Mid-cap segment in India by the Hindustan Times, the fastest growing Mid-cap companies by Dalal Street Journal and many In the Engineering Design and Operations (EDOS) domain, more. ROLTA is not like everyone else. Rolta enjoys a market share of over 85% in India for Engineering Design Automation and is one of the major Rolta continues to innovate, offer insights and provide services providers worldwide. With its unique combination measurable impact, ensuring that its stakeholders continue to of Engineering and IT expertise the Company provides benefit from its leadership position.
06 07 Innovative Technology Thousands of unique, registered IPRs developed over the years have enabled ROLTA to ROLTA starts with ideas. Ideas for its provide its services more cost effectively and provide a competitive advantage while offering customers unique opportunities. Ideas that cutting edge solutions to customers world-wide. result in new technology. Ideas that use Rolta’s innovative solutions solve real-world problems and value proposition to its customers in response to the technologies in a way that is unique to ROLTA. make an insightful impact in its customers' environments. market’s ever changing needs, Rolta continues to Information helps inform and insights transform business. consciously focus on acquiring companies with world-class At Rolta, information alone doesn’t mean much. The IPRs, pure technologies and transfer of technology from its Company unlocks previously inaccessible data and diverse partners. innovatively combines streams of information in a structured and visual way to constitute key business Since its inception, Rolta has believed in being a pioneer in insights that transform decision making. The rich domain the markets it serves and by prudently leveraging its unique expertise and technology available within the Company domain knowledge, it has sustained its path-breaking has enabled it to devise solutions that address very critical position in an uncompromising business environment. The aspects of its customers’ business. Company understands that innovative technology in itself is not the end-game. It’s what technology does, that In response to the market’s ever changing needs and to fuel matters. Rolta ensures that its solutions deliver meaningful the Company’s growth momentum, Rolta has consciously impact to its customers’ businesses. acquired companies with world-class IPRs, in addition to pure technologies, which have enabled Rolta to move up There is a strong emphasis in the absorption of the the value-chain by providing a better value proposition to technologies developed and acquired, a discriminative its customers. evaluation of emerging technologies, the conscientious Rolta has transformed itself from being largely a identification of gaps between market requirements and comprehensive services player to an integrated solutions available technologies, resulting in the development of provider, based on its IPR. This has opened up new innovative interlinked processes and augmentation of markets for the Company. Leveraging its own IPR, the Rolta's knowledge pool. Company has successfully launched various innovative Rolta has institutionalized transformation of knowledge solutions for its markets. into assets, which are, shared, exchanged and invested for For example, Rolta Geospatial FusionTM is a unique and continuous returns. It has evolved a highly successful and powerful solution for integrating and presenting enterprise time-tested strategy for gathering and disseminating wide data, systems and information, instantaneously. knowledge across its employees.The Company’s competent Another example is the Company's cutting-edge Geo- knowledge management processes ensure that its businesses imaging solutions based on an exceptional combination of will continue to grow and strengthen the Company's Rolta's existing repository of Intellectual Property (IP) and position in a competitive market place. key technologies acquired at the source code level from various companies worldwide. Similarly, in the Homeland Rolta’s in-house state-of-the-art ‘Centres of Excellence’ and Maritime Security segment, Rolta is leveraging its own with cutting-edge technology provide the necessary Computer Aided Dispatch System with its Integrated combination of infrastructure, domain expertise and Maritime Security Systems to provide comprehensive and specialized skills to develop unique market oriented integrated security across land and sea. To address Business solutions. Intelligence requirements, Rolta has acquired, built and TM Rolta has benchmarked its quality processes with the launched Rolta OneView , a world-leading solution for operations and maintenance in the Oil sector, which is world's best quality standards.The Company is accredited now being extended to other sectors like Gas, Power, with the prestigious BSI ISO/IEC 27001:2005 certification, Chemicals, Petrochemicals, Utilities, etc. Likewise, the ultimate benchmark for information security; the BSI Rolta iPerspectiveTM is a world-class rapid application ISO/IEC 20000-1:2005 IT Service Management Standard; development workbench focused on Enterprise the Company’s software development business group has Application Integration (EAI). been assessed at the highest level of SEI-CMM Level 5 and ISO 9001:2008, the ultimate standard for establishing At Rolta, knowledge management is driven by a significant Quality Management Systems for all business areas. ROLTA is innovative with technology. role for investments in Research & Development (R&D) enabling it to develop IPRs that uniquely address the Rolta continues to innovate, offer insights and provide challenges of an ever-changing business scenario. To measurable impact, so that its stakeholders continue to constantly move up the value-chain and provide a better benefit from its knowledge and technology.
08 09 Roltaites Transforming knowledge, leveraging information and building innovative solutions, is a People with innovation in their challenge every Roltaite cherishes. Thinking ahead innovatively and creating new solutions blood...creating a lasting impact. from existing information is ingrained in the people at ROLTA.
Rolta has continuously evolved its workplace to ensure Rolta has instituted dynamic performance incentives for that it remains the employer of choice, and attracts the higher productivity, and has in place an attractive best available talent with an objective of further Employees Stock Option Plan scheme. enhancing its capability to innovate and deliver insightful Rolta is managed by a committed team of professionals solutions. consisting of domain specialists, engineers, finance, Transforming knowledge, leveraging information and marketing and management professionals, most of building innovative solutions, is a challenge every whom have been with and have grown with the Roltaite cherishes. Thinking ahead innovatively and Company for over a decade. More than 75% of the creating new solutions from existing information is 4,000+ professionals in theCompany are armed with ingrained in the people at Rolta. relevant engineering, postgraduate or PhD degrees, Rolta has evolved along with its people, its core strength necessary to deliver competent customer solutions. and the cornerstone of its success. People are at the heart Over 25% of these professionals have more than 15 of Rolta. Commitment, motivation, enthusiasm and years of relevant experience. willingness to go the extra mile, represent the Roltacontinually invests in providing domain specific characteristics of a typical Roltaite. and technology training to its engineers, based on IPRs Rolta has protected its rich intellectual capital with a very that have been developed internally, acquired from low attrition, incentivized through a compensation around the world and from its partners, thereby structure that is at par with industry standards and continuously honing the skills of its teams, leading to benchmarked to the needs of a dynamic marketplace. a constant build-up of expertise.The Company trains its The Company encourages and nurtures a homogeneous engineers on a range of technologies and domain skills culture based on the principles of learning, sharing and to fulfill its customers' demanding requirements. caring, which is continuously promoted within the company, with a series of regular formal and informal Overall, Rolta has an environment of motivated meetings and reviews. professionalism, resulting in enhanced employee satisfaction and retention. Rolta has been ranked at the 2nd position as a ‘Preferred Employer’ and at the 4th position in overall ranking in the Rolta has significantly strengthened its managerial Dataquest-IDC IT Best Employer’s Survey 2010. The teams worldwide by inducting very high caliber Company was consistently ranked within the top 4 in professionals in leadership positions in various regions most of the other critical parameters, like, ‘Managing and domain verticals.The Company possesses more ROLTA is shaping the future through technology Slowdown’ (1st ), ‘Transparency of Appraisals’ (2 nd ), than 18,000 person-years of management experience with a belief that information should not be ‘Gender Inclusivity’ (2nd ), ‘Ideal Company to Work For’ and more than 48,000 person-years of overall (3rd ), ‘Employee Satisfaction’ (3 rd ), ‘Training’ (3 rd ), ‘Dream experience. According to the latest report, the confused with knowledge. Company to work for’ (4th ), ‘Company Image’ (4 th ) and Company’s Human Resources are valued at Rs. 153.21 ‘Organization Culture’ (4th ). billion (details available elsewhere in this report). A belief that is the foundation of ROLTAs growth. Rolta continues its endeavor to motivate every Roltaite to Roltaites continue to innovate, offer insights and contribute even more through a work-environment that provide measurable impact so that Rolta’s stakeholders fosters creativity and innovation. continue to benefit from their skills and expertise.
10 11 Excellence & Trust ROLTA's ability to combine and transform its domain knowledge, IPRs and deep understanding Breakthrough Insights. ROLTA delivers of customer needs into innovative solutions, enables it to meet the most demanding mission-critical insights that have the power to significantly requirements of the markets it serves, worldwide. impact its customers and reshape their
businesses. Since its inception, Rolta has earned an enviable Enerco Gas, EIL, E-ON, Equate Petrochemicals, Essar, reputation for providingpath-breaking solutions to a Estee Lauder, EBM, Endurance, Entegee, Euro Bank, Exim wide cross-section of enterprises across the globe, from Bank, Exxon Mobil, Federal Reserve Bank, Forest Survey Fiji in the east to the US in the west. The Company's of India, FEDO, Fiji Telecom, Florida Power & Light, remarkable successes in such projects, has resulted in a slew of new project wins across the global market and an Flour Daniel, Fujitsu, Greenville Utilities Commission, envious dominating presence in the Indian market. Greater Bay Bancorp, GE GASCO, Georgia Power, GT Oman, GPCB, HDFC Bank, Hitachi Data Systems, Rolta’s widespread operations have firm roots in India, drawing its strengths from a dominating presence in the Hoechst Celanese, HPCL, HSBC, IDBI Bank, Indian Air vast home market and deriving over 50% of its revenues Force, Indian Army, Indian Navy, IOCL, Jacksonville from the domestic market. This enables the Company to Electric Authority, Jacobs H&G, Jeddah Municipality, participate in India's growth story and mitigates the John Deere, Johns Hopkins, Jubail, Kashima Oil, currency risks. More importantly,the Company offers Kitchener, KBR, KNPC, Kvaerner, Louisville Gas & mission-critical solutions in the Infrastructure, Power, Oil Electric, Logitech, L&T Group, Lanzou Petrochina, Linde, & Gas, Utilities & Transportation and Defense & Homeland Security sectors, which are not only insulated Litwin, Lurgi, Maharashtra Police, Mesirow Financial, from slowdown, but are also poised for high capacity Ministry of Defence India, Ministry of Interiors Saudi, growth in the coming years. Mitsui, Monsanto, Montana Dakota Utilities, MTNL, Mumbai Police, Mustang, National Hydrographic Office, Rolta’s ability to combine and transform its domain knowledge, IPRs and deep understanding of customer Natural Gas Corporation of New Zealand, NanaClot, needs into innovative solutions, enables it to meet the National Gird, NRSA, Northop Grumman, Nova most demanding mission-critical requirements of the Chemicals, NPCIL, NTPC, Oman Wastewater, markets it serves, worldwide. Today,the Company has a Oranjewoud, ONGC, Orlando Health, Piedmont Natural huge base of satisfied customers, having executed multi- Gas, Public Garden Department (Abu Dhabi), Purdue million dollar projects in over 40 countries. University, PDIL, Petrobras, Petrofac, Pfizer, QAPCO, Rolta provides catalysts for raising productivity within its Qatar Water, Q-Chem, Reserve Bank of India, Rexroth, customer’s environments, thereby transforming their Rochester Gas & Electric, Rockwell Automation, RJ business. The Company’s deep insight into its customer’s Reynolds, Rajasthan Police, Reliance Industries, Reliance needs have enabled it to recommend solutions and services that represent attractive long-term value, as Infrastructure, Reliance Power, Rolls Royce, Sharq KSA, opposed to temporary, quick fix alternatives. As a result, SABIC, Saipem, Samsung, Saudi Electricity Company, Rolta provides tremendous value and enjoys long-term Saudi Telecom, Shell, Siemens PG, SITA, SNC Lavalin, relationships with its customers. Many have been with Southern Bell Corporation, Sprint EMBARQ, Statoil, the Company for over two decades. Sumitomo Chemicals, SUNCOR, Survey of India, Tata Over the years, Rolta has earned an enviable reputation Chemicals, TD Bank, Time Warner, Triune, Turner for its path-breaking solutions provided to a host of Broadcasting, TCE, Technip, Tecnimont ICB, Telus, global customers - a virtual “Who’s Who” of leaders in Thermax, Toronto Hydro, Torrent Power, Toshiba, Toyo, their respective fields: 3M, AAI, ABB-Lyondell, Abu UDOT, UK Ordnance Survey, United Airlines, United Dhabi International Airport, ADNOC, Air Liquide, Aker Olefins, US WEST, Valdel, Vito Engineering, Verizon, Yards, Al Ain Dept of Municipal Affairs (Abu Dhabi), Alsthom Power, American Express, ARAMCO, ATOS Vodafone, VolkerWessels, Walmart, Webasto, WGI, York Origin, BASF, Bayer, Bechtel, BEST, Bell Aliant, BHEL, International, Yansab, and many more companies Bombardier, BORD GAIS, British Telecom, BSNL, worldwide. CEGELEC, CWC, CESC, Chevron, Citizen Bank, CSEB, Customer success is ROLTA success. Deloitte and Touche, Department of Defence, Devon Rolta continues to innovate, offer insights and provide Energy, DRDO, Doosan, Dow Chemicals, Dow Corning, measurable impact so that its stakeholders continue to Emerson Process, Dubai Road & Transport Authority, benefit from its strong customer base.
12 13 Strong Partnerships ROLTA's strategic approach of establishing strong partnership with industry leaders and ROLTA joins forces and collaborates across acquisitions of cutting edge technology companies, has helped transform the Company, enabling the world to develop the best solutions it to deliver stronger customer value and strengthening its presence in a competitive marketplace. possible.
Rolta has established strong partnerships with industry Rolta has since, integrated these with its own existing IPRs leaders over the years. To achieve its goals, the Company and taken it to the next level with in-house R&D, in order to does not believe in ‘reinventing the wheel,’ but instead meet the customer’s demanding needs. Such acquisitions or focuses on a partnership-driven approach, which includes technology partnerships are also fueling the Company’s organic growth as well as inorganic growth through joint inorganic growth. The Company thus leverages its ventures and acquisitions. acquisitions and is able to jump-start development of additional state-of-the-art solutions, which augment and Rolta’s acquisition strategy is clear and focused. The increase its own stack of technology offerings. Company will acquire companies, business divisions or technologies – that are at the cutting-edge, synergistic Worldwide, Rolta, with its innovative and high with its lines of businesses, have an established track performance BI solutions, is a Platinum Partner for Oracle. record, give it access to new markets, are culturally This relationship is exceptionally strong in the US and compatible, enable it to move up the value chain and are India, where the Company is Oracle’s premier “go-to accretive to it’s shareholder value. partner” in Utility and Oil & Gas sectors. Recently, Rolta was awarded its 7th Oracle Titan Award in 8 years, in In line with this philosophy, Rolta has acquired many recognition of its excellence in solving real-world customer companies having best-of-breed technologies e.g. Orion challenges, development and deployment of Oracle in Canada, TUSC, Piocon and OneGIS in the US. While technologies. There are few companies worldwide who can Orion brought in enterprise wide GIS integration boast of such deep domain expertise and well-established technology, TUSC has been an industry-leader, highly credentials of Oracletechnologies . experienced in providing assessment and implementation for mission-critical IT and business systems, especially on Similarly, Rolta is a strong partner of world-leading the Oracle platform. Piocon brought in high-level BI technology companies like Microsoft, CA, ESRI and solutions for engineering and OneGIS has brought Intergraph. exceptional consulting, development and systems Additionally, where necessary, Rolta forms Joint Ventures integration capabilities, along with a unique mobile with companies who can provide it with the right application for Utilities & Telecom. The Company also technologies to meet customer requirements and further its acquired key business divisions like WhittmanHart growth. For example, in the Defence domain, Rolta has a JV Consulting (Infinis) which brought in considerable with Thales, France, who have an established track record of strengths, and an established track record, in Oracle’s field-proven C4ISTAR information systems, while in the Hyperion products for BI. Engineering segment, the Company has a JV with The Shaw In order to further complement and strengthen its Group, USA, one of the world’s leading Engineering, offerings, Rolta has also acquired key technologies of Procurement and Construction (EPC) companies, that reputed companies such as The Mariner Group, USA and provides EPC and management services for large projects in Strong partnerships have helped ROLTA develop a PCI Geomatics, Canada. PCI is a world leader in the Geo- the oil, gas, refinery, petrochemical, conventional and imaging segment with an installed base of 21,000 licenses nuclear power sectors. deep understanding of constantly evolving in more than 135 countries. Mariner provides market Rolta ensures that it provides its customers with a holistic leading actionable situational awareness and response solution. It meets and exceeds its customers’ requirements software solutions for maritime security, critical technologies to capture the higher end of the value with innovative technology, acquired one way or another – infrastructure protection and emergency operations. These either through partnerships, through acquisitions or through acquisitions have not only brought in critical technology, chain and provide unbeatable solutions to its its JVs. in the form of source code, design and software customers. architecture – but also added rich domain knowledge, Rolta continues to innovate, offer insights and provide consultants, project expertise, credentials, references and measurable impact, so that its stakeholders continue to customers. benefit from its partnerships and acquisitions.
14 15 Global Expertise ROLTA has an established track record, empowered people, domain knowledge, world-class ROLTAs world wide presence adds infrastructure, enduring partnerships, exceptional IPRs and healthy financials, capabilities tremendous value to customers business that have expanded significantly over the years serving markets that are much larger than no matter where they are. ever before.
Rolta has always looked beyond immediate opportunities to environment, utility distribution, etc., and Rolta with its create businesses with long-term prospects and relevance. unique IPR, is well set to capitalize on this. The Company has built a solid business that reflects its established track record, empowered people, domain In the Engineering domain, Rolta has traditionally been knowledge, world-class infrastructure, enduring partnerships, addressing the design and development needs of Oil, Gas, exceptional IPRs and healthy financials. Petrochemical and Power plants. Today, with its robust Business Intelligence solutions, the Company addresses the While Rolta is strongly positioned in its traditional areas of operations and maintenance needs of existing plants as business in Geospatial and Defence, its capabilities have well, thus opening up a much larger market space for itself. expanded significantly and as a result the Company today Rolta OneViewTM solution helps increase reliability (both serves markets that are much larger than ever before. Rolta’s equipment and human), facilitates proactive decision- success today is a result of a combination of various factors, making, identifies and mitigates a broad range of risks like, domain expertise, worldwide presence, acquired (including safety, environmental, operational and technologies, in-house developments, joint ventures, maintenance, repair and overhaul risks) and helps reduce global partners, Defense industrial licenses, etc. costs. This solution is field-proven and has been deployed successfully in multiple refineries of one of the world’s The Indian Defense sector has emerged amongst the top largest Oil companies and is now being extended to cover spenders worldwide, with a capital expenditure estimated by Gas, Petrochemical, Chemicals, Power and Utility Deloitte of US$ 80 Billion by 2015. In the Defense domain operations, which opens up significant opportunities across today, Rolta is working towards large projects like the 1000s of plants worldwide. Battlefield Management System, Tactical Communication System and the Digital Soldier program of the Indian Army According to a NASSCOM report, outsourcing of that are expected to be worth over US$ 10-15 Billion over Engineering services is expected to cross US$ 60 Billion by the next 10-12 years. 2020. It further states that the local Indian IT services market is estimated at US$ 50 Billion while the off-shoring The Indian Ministry of Defense has established a target for market is estimated at US$ 175 Billion by 2020. Rolta’s 70% of new acquisitions in the future to be sourced from acquisitions in the IT consulting domain over the past indigenous production. Rolta is strategically poised to couple of years, its resultant global footprint, track record, address this as it has been granted Industrial Licenses for unique IPR like Rolta iPerspectiveTM , along with its manufacturing Defense equipments in the Maritime, innovative off-shoring model give the Company a unique Aerospace, Electronic Warfare, Optronics and positioning in this large market. Communications domains. With its strengths in Geospatial and Engineering domains, Rolta is also well-placed to seize the huge opportunities coupled with its strategic positioning in the IT domain, arising from the multi-billion dollar modernization programs especially with Enterprise Application Integration, Service of Indian Para-Military and Police Forces in the fast-growing Oriented Architecture implementation and enterprise Homeland and Maritime Security markets. The Company is Business Intelligence strengths, Rolta has before it, a addressing the Defense & Homeland Security segments tremendous amount of cross-selling opportunities across through a combination of its own IPR and technology from these segments and markets. The Company is well placed various strategic partners. to take advantage of these and other emerging opportunities and further strengthen its leadership position Global expertise and relevance has been India’s growth story continues to fuel infrastructure in the markets it addresses, globally. investments and these are expected to exceed US$ 1 Trillion the key to ROLTAs success. in the mid-term. Geospatial technology and data play an Rolta continues to innovate, offer insights and provide important role for development in sectors such as; airports, measurable impact so that its stakeholders continue to ports, highways, bridges, town planning, municipal, benefit from the opportunities ahead.
16 17 A significant amount of all digital data generated data plays an important role for development, in today across the world has a geospatial reference in sectors such as airports, ports, highways, bridges, all spheres of economic activity. Geospatial town planning, municipal, environmental, utility technology has evolved beyond traditional user distribution, etc., and the Company with its unique communities and is now becoming an integral part of IPR, is well set to capitalize on this. key business systems. Governmental agencies use enterprise data in a Heterogeneous business processes across various spatial context to make intelligent operational divisions of an enterprise are becoming increasingly decisions. This leads to governments that run more interdependent. Users from various sections are efficiently, with an enhanced ability to effectively demanding that information residing in disparate manage assets, reduce risks, comply with regulations data sources and platforms, be presented in a and oversee their fiscal responsibilities. comprehensive & meaningful fashion, consequently, enabling more effective decision-making. Utility and Communication services are improved through spatial intelligence and the accuracy of What is, therefore, needed is a fusion of Geospatial network infrastructure documentation. Economic data with relevant non-Geospatial information, and Development Agencies are able to attract new then to present user-specific results over the businesses and establish a competitive position based enterprise-wide Intranet, or over the Internet. This upon the power of spatially integrated information. approach is relevant to all types of enterprises, Transportation and other infrastructure-focused especially in Defense, Security, Government, agencies are empowered through spatial intelligence Infrastructure, Transportation and Utility segments. to improve the management of capital projects and At all levels, decision makers today, need Geospatial assets. information based on updated and readily available data and maps to make effective decisions for In order to address these and other emerging decisive action. Data, information and knowledge opportunities, Rolta’s Enterprise Geospatial and are fundamental to information economy. They offer Defense Solutions (EGDS) has a formidable additional value and greater applicability when they portfolio of solutions based on its own technology Enterprise Geospatial are represented spatially. Digital maps provide stack. speedy access, analysis and management of spatially referenced information. Since its inception, Rolta has believed in being a and Defense Solutions pioneer in the markets it serves and by prudently India’s growth story continues to fuel infrastructure leveraging its unique domain knowledge, it has investments and these are expected to exceed US$ 1 sustained its path-breaking position in these Trillion in the mid-term. Geospatial technology and Geospatial domains.
18 19 Innovation Technology Insights Technology Rolta envisions a world where spatial data, business data and its Rolta understands that insights are acquired when you can see analysis converge, without the nightmare of custom programming the world differently. Rolta specializes in the convergence of and replacement of legacy applications. A world in which spatial data, imagery, business data, network topologies, asset businesses assimilate, analyze and visualize complex relationships, data, operational status and event data. As these typically diverse operational status and trends, in seconds, not days. A world in and isolated information sources are converged, new which information accessibility is no longer a constraint for relationships emerge, new patterns and trends are visible and informed decisions. This is the world of remarkable technology new levels of real-time operational decisions are made possible. innovation, a world enabled by Rolta's Enterprise Geospatial and Defense Solutions.
Today, Rolta’s solutions are being increasingly For the Ontario Ministry of Economic Development Rolta launched its state-of-the-art solutions for Geo- Rolta Earth Science suite of solutions provide some exploited for myriad uses, from modeling urban (MEDT), Rolta built upon its existing web-based Imaging and Earth Science applications. With the of the most advanced Geo-imaging and environment, transportation corridors, land record GIS technology platform, Rolta OnPointTM , to acquisition of perpetual rights to the complete Photogrammetry capabilities, including knowledge- management, land-use analysis and tax management, deliver a solution that allowed MEDT to uniquely portfolio of Geo-Imaging technologies from PCI, based and neural-network classification, automatic to mapping flood plains, assessing geological present its many investment qualities to the world Canada, including source code, design and software change detection, next-generation stereo imagery hazards, crop monitoring, watershed management, through a geographic interface designed to adapt to architecture, Rolta now offers world-class solutions ingestion, triangulation, DEM, orthophoto generation and map finishing, from multi-sensor etc. the searcher’s sequence for narrowing the field, for processing stereo and mono satellite imagery in satellite and aerial imagery. rather than forcing them down a predefined order. areas such as environmental modeling, forestry and Rolta Geospatial FusionTM , based on the Company's MEDT has since received recognition for its solution natural resources, emergency planning and own IPR, is an innovative, world-class solution and management, agriculture, security and defense. Rolta provides specialized services and solutions for via numerous awards. framework, which fuses the information, applications data capture and integrity checks, especially for Remote Sensing based thematic mapping using and processes of an enterprise into a seamless, TM Rolta has transformed itself from being largely a The release of Rolta OnPoint ver. 6.3.1, has multispectral and hyperspectral satellite data, cohesive solution. Geospatial Fusion extends the TM comprehensive services player to an integrated enhanced the power of Rolta Geospatial Fusion Photogrammetric mapping using aerial and multi- value of legacy systems, GIS and existing solutions provider, based on its IPR. Further, by solutions by introducing powerful new features such spectral satellite images, and LiDAR processing. investments in data and enterprise business leveraging this IPR, the Company has successfully as CartoPrint, Attribute Table Viewer and Charting Other solutions and services include 3D Terrain applications by enabling cross-functional integration launched various innovative solutions and opened up functionalities. Rolta OnPointTM has advanced modeling, orthophoto creation, digital cartography, and creating spatial business and operational new markets that the Company now addresses. spatial integration capabilities, which play an base map creation and updation, 3D GIS creation, intelligence. By bringing together information that integral part within Rolta's Geospatial FusionTM Rolta Geomatica suite of solutions provide some of analysis and visualization, etc. was previously hidden, and by making it available in solution. the most advanced Geo-Imaging and a context appropriate for any level of decision- Photogrammetry capabilities, and are being actively Today, Rolta is well placed to address the vast making, performance can be measurably improved. Rolta's strategic acquisition of OneGIS, USA, has used for mission-critical applications, by hundreds of opportunities presented by the growing markets. Additionally, the Indian Government is taking bold This high-impact solution complements traditional strengthened its consulting, development and users, across the country. systems integration abilities for implementing steps to build technical resources to meet this data warehouse systems by eliminating data requirement. Rolta has recently signed a formal geospatial and IT solutions, for infrastructure Rolta has deployed world-class Geo-imaging redundancy and providing on-demand information MOU with Central Board of Secondary Education management markets including electric, gas and technology, to augment the capacity of its delivery from enterprise systems. The configuration centers for Photogrammetric processing. This unique (CBSE) as the Resource Partner, for providing a TM water utilities, telecommunications companies and capability of Rolta Geospatial Fusion supports a suite is an entirely digital, highly automated Geospatial Technology Vocational Training Course local and regional governments. rapid prototyping approach that provides immediate production work-flow designed to process high to XI & XII standard students. results through incremental development. volumes of geographic data while maintaining a Rolta OnPoint MobileTM solution is a work-focused, superior product quality. Indian students will acquire better understanding of The Geospatial Fusion framework configures quickly asset-centric mobile GIS application, which allows the practical aspect of Geospatial Technologies, and combines the capabilities of commonly available field personnel to apply specific work-related actions By combining this sophisticated technology with while learning about real-life applications for commercial GIS and business systems with Rolta's to help automate their daily work assignments Rolta's experienced and highly skilled GIS experts, overcoming real-world challenges. As part of the unique integration technologies, ensuring rapid through its unique, user configurable Action customers can expect to obtain high quality map curriculum, Rolta will provide Rolta Geomatica - one deployment. Framework. products with improved turn-around time. of the world’s best Geospatial Technology products
20 21 Impact Technology In our physical world, a huge impact can be created when a sufficiently large object traveling at a high rate of speed is exactly focused on a target. Rolta Geospatial FusionTM provides impact for business and governments. Spatial and business information convergence amplifies the insights that can be visualized. The speed of decision making is accelerated because of Rolta's integration technologies and the rapid configurability of its solutions. Benefits are realized as organizations use Rolta Geospatial FusionTM to focus on gaps in operational work processes. Portfolio of EGDS
that is in use by thousands of professionals in over proposition with the maximum possible impact on its Rolta Geomatica Core Rolta Hyperspectral Analysis 135 countries around the world. Rolta has customers around the world. Rolta Geomatica Prime Rolta Spatial Analysis committed 11,000 software licenses for 11,000 Rolta GeoConference Rolta Pan Sharpening CBSE schools who may want to introduce this Customers Rolta AirPhoto Ortho Rolta SAR Polarimetry Workstation Rolta AutoDEM Rolta FeatureObjeX course. Rolta's customer base for the EGDS business group Rolta Imaging Rolta OrthoProduction Toolkit Rolta GIMS is spread over 20 countries worldwide. Suite Rolta's GIS development centers in Toronto and Rolta Radar Ortho Rolta Georaster ETL Rolta Satellite Ortho Rolta GXL Mumbai work closely together to continually Rolta's customer list includes Airports Authority of Rolta Atmospheric Correction Rolta Satellite GXL innovate and enhance the Company's suite of EGDS India, Al Ain Municipality, Bahrain Telecom, BDA, Rolta Desktop Production Rolta Air-photo GXL solutions. The Company has executed several large Bell Canada, BEST, BKDA, BMRDA, Bord Gais, Rolta Radar Analysis Rolta OrthoGXL value GIS projects in over 20 countries across the British Telecom, BSNL, Canadian Hydrographic world, from the Fiji Islands in the east to Hawaii in Office, Central Water Commission, CESC, the west. Chandigarh Police , City of Mainz, City of San Jose, Rolta Photogrammetric Nucleus Rolta Base Rectify City of Toronto, Civil Aviation (Abu Dhabi), CSEB, Rolta Digital Mensuration Rolta Ortho Mosiac Rolta’s acquisitions have not only brought in critical Dallas Aerial Survey, Danish Hydrographic Office, Rolta Triangulation Rolta 2D Feature Collection technology, in the form of source code, design and Dubai Municipality, Enerco Gas, E-ON, Fiji Rolta IRS Sensor Rolta 3D Feature Collection software architecture - but also added rich domain Rolta Photogrammetry Telecom, Forest Survey of India, Geological Survey knowledge, consultants, project expertise, Suite Rolta GeoEye Sensor Rolta Terrain Analyst of India, Georgia Power, Government of Mizoram, credentials, references and customers. Rolta Digital Globe Sensor Rolta Aerial Reconnaissance Photo Greenville Utilities Commission, GT Oman, Gujarat Rolta DTM Collection Interpretation & Analysis (AIRS) As a result, today Rolta has acquired a wealth of Pollution Control Board, Hong Kong Telecom, Rolta Automatic Elevation Collection domain knowledge and experience in EGDS and is Indian Institute of Remote Sensing, Jammu & able to successfully execute even the most Kashmir Police, Jeddah Municipality, KNDA, challenging of projects. Louisville Gas & Electric, Military Survey Abu Rolta Geospatial Fusion for Power Utilities Dhabi, Montana Dakota Utilities, MTNL, Mumbai Rolta Geospatial Fusion for Telecom Rolta's delivery center in Mumbai is one of the Police, Nasik Municipality, National Hydrographic Rolta Geospatial Fusion for Asset Management largest GIS facilities of its kind, with a highly skilled Office, National Remote Sensing Agency, Natural Rolta Geospatial Fusion for Outage Management and dedicated team of over 2,000 technical Gas Corporation of New Zealand, ONGC, Rolta Geospatial Fusion for Land Records professionals, equipped with state-of-the-art GIS Oranjewoud, Piedmont Natural Gas, Public Garden Rolta Geospatial FusionTM Rolta Geospatial Fusion for Hydrology workstations, software and Photogrammetry Department (Abu Dhabi), Qatar Water, Rajasthan Solutions Rolta Geospatial Fusion for Transportation mapping suites. Police, Rochester Gas & Electric Service, Saudi Rolta Geospatial Fusion for Homeland & Maritime Security Telecom, Southern Bell Corporation, Survey of Rolta Geospatial Fusion for Municipality Today, with over several thousand man-years of India, Telus, Toronto Hydro, Torrent Power, UK Rolta Geospatial Fusion for Economic Development Geospatial technology experience, Rolta is strongly Ordnance Survey, United Pan-European Rolta Geospatial Fusion for Election Management positioned to provide high-value specialized EGDS Communication, US WEST, Verizon, Water & Land Rolta Geospatial Fusion for Town & Country Planning solutions, enabling it to make an unbeatable value Management Institute, amongst others.
22 23 An Integrated Framework that combines Rolta Geospatial FusionTM is a fully configurable, Spatial & Business Information for plug & play enterprise solution framework insightful decision making for rapid solution deployment
Users Users
Business Solutions
Utilities Government Economic Transportation Telecom Defense Developement
High-end Technical Services Consulting Services - Data Migration
Domain-specific Solution - As Built Capture Architecture - Thematic Mapping
Requirements Analysis Rolta IP - GIS Analysis
- Workflow Management Smart Grid
Work-flow Design and Photogrammetry Various GIS Analysis More than 400 and Imaging Disparate Databases, such as Platforms e.g. Diverse Business - LiDAR Data Processing Spatial-BI and Business Systems like System Integration - Aero-Triangulation
- 3D City & Terrain Modeling Business Process Documents and Drawings Re-engineering DB2 Multi Spatial content - True Orthophoto Creation from various sources like Others Small world Bing Maps Others
Aerial PDF Others & Ground Survey Others
Others 24 25 An Integrated Framework that fuses Rolta Geospatial FusionTM is a fully configurable, Spatial & Business Information to plug & play enterprise solution & framework support insightful decision making ready for rapid deployment
Economic Development Ministry of Economic Development and Trade (MEDT) Ontario, Canada A Rolta Enterprise Application Integration that draws the attention and interest of potential investors, and helps them build a solid case to make their move to Ontario Canada.
The Challenge: Configuring a fresh interface with a rich suite of search and reporting capabilities on numerous interrelated data resources, such as parcel maps, tax data, infrastructure, community information, labour, demographics, education institutions, etc.
Insights and Impact: Adaptive search to bridge unique locations to unique requirements resulting in optimal selection of site for economic development for sustained growth in jobs and capital investment over the long term
26 27 Roltas Unique Integrity Management Solution for Utilities based on Rolta IP
Operations Field Office Engineers Executives GIS Crews Department Integrity Analysis
Rolta Workflow Rolta Rolta OnPoint Metrics TM TM Management OneView OnPoint MobileTM Analysis
Workforce Implementation Data Implementation Operational Operational Services Services Optimisation Management Analytics Awareness Implementation Rolta OnPoint MobileTM Workflow Services Get information, work configured for leak Store, manage and Management Transfer data into Disseminate knowledge, Rolta OneViewTM and and situational data into maintain accurate data actionable information optimize, response and detection and valve Solution configured TM and out of the field records gain consensus Rolta OnPoint maintenance to match the Business Intelligence programs business processes web portal implementation services
Robust Clients, Field Geodatabase & Geoprocessing Routing, Logistics Collection Desktop Clients Framework Web Replacement Planning
DIMP SAP / Oracle Replacement Tools Business BI Tools Project Field Consulting Management Geodatabase Geodatabase Development Data Services of KPIs and Business other Data Model GAP Consulting analytical Analysis Services for tools Implementation of DIMP data needs as solutions that can well as data loading, deliver integrated, and migration Rolta Database Database accurate, and iPerspectiveTM Rolta IP Configuration timely data Rolta Services Innovation Technology Rolta realizes that as the security environment evolves, Defense & new challenges will develop, and along with them the need for attaining new capabilities. Geospatial information is indispensable for Defense & Security forces for intelligent, and updated Homeland situational awareness, during peace or war. Rolta's Military-off- the-Shelf (MOTS) solutions employ innovative technology linking operational needs with Geospatial data. Building on this Security foundation, Rolta offers Command, Control, Communications, Computers, Intelligence, Surveillance, Target Acquisition and Reconnaissance (C4ISTAR) solutions for the complete 'sensor to shooter chain.
Militaries across the globe have realized that it is the past, require measures of a more profound requirements. Rolta has worked closely with the rapidly modernize its Defense & Security Agencies, not numbers and massing of forces, which will nature. They require solutions, comprehensive in Army in warlike situations and has provided support Rolta is very well positioned to address large ensure victory, but the side, which can better nature, that would be able to detect intrusions under extremely demanding conditions. Rolta's opportunities resulting from the significantly harness technology enabling force multipliers, that through electronic sensors, receive and analyze all strength lies in its level of commitment, as was increased budgets for Defense, Homeland & emerges victorious. The era of Network Centric inputs received through diverse means in real time, demonstrated by its participation in the Army's Maritime Security. Warfare is here with its precision sensors, battlefield extract the relevant information and produce it in "Operation VIJAY", "Operation PARAKRAM", and management systems and effectors. the desired formats, alert the Security Forces and in several other major exercises. Rolta now has the capability of providing and permit communications that are secure. integrating large, complex systems for Military India is also looking to rapidly modernize its Armed In response to increased demand from the Forces for Communications and high-end Optronics Forces to derive maximum benefits from state-of- The Indian Defense sector has emerged amongst the advanced Military-Off-The-Shelf (MOTS) systems, equipment. With its Industrial Licenses for the-art, cutting-edge Military technology and has top spenders worldwide, with a capital expenditure Rolta has lined up an impressive array of highly manufacturing Defense equipment, the Company is increased its budget, for the Defense and Homeland estimated by Deloitte of US$ 80 Billion by 2015. responsive and reliable systems for Defense & uniquely positioned to addressing critical multi- Security segment, significantly. With the increase in anti-national and terrorist Homeland Security environments. These rugged billion dollar modernization programs of the Indian activity in urban areas, the Indian Ministry of Home field-tested solutions meet and exceed the most Armed Forces, like Battlefield Management Systems, With the advent of Digital Mapping/Geospatial Affairs has launched a Police Modernization exacting of the norms prescribed by the Tactical Communications Systems and Digital Information System (GIS), the techniques employed program to ensure that the State Police are equipped Forces/Security agencies. Soldier Systems. in mapping have undergone a sea change. While to handle such situations. Along with the land earlier, maps were entirely based on traditional land borders, India's vast coastline of 7,500 kms also Rolta, through a combination of its own IP, R&D and Rolta is uniquely positioned to offer solutions surveying techniques; today the technologies of needs to be protected. The Coastal Police, Coast partner-technologies, provides field-proven, hi-tech covering the entire range of Command, Control, Aerial Imaging and Satellite Remote Sensing have Guard and Navy complement each other in solutions for Defense, Homeland and Maritime Communications, Surveillance, Target Acquisition revolutionized the techniques of mapping thereby providing comprehensive Maritime Security. Security applications, e.g. Battlefield Management, and Reconnaissance (C4ISTAR) systems to meet the generating a greater demand for Rolta's solutions. Advanced Minefield Recording, Automated Change most stringent requirements of Defense Forces. The policy of Indian Ministry of Defense (MoD) Detection, Ruggedized Mobile Surveillance, Coastal C4ISTAR makes it possible to control the increase Military Commanders, now in the "digital" regarding "offsets", makes it mandatory for foreign Automatic Identification, Sensor Data Integration & in operational tempo, share situational awareness, battlefield environment, are utilizing Geospatial organizations supplying defense equipment above Fusion, Tactical Communications, Digital Soldier, achieve wider terrain control and lethality, information based on "intelligent" digital maps and certain threshold values, to undertake obligations to Night Vision, Safe City, etc. synchronize, discriminate and verify effects, while Geospatial data, enabling them to make effective obtain equipment/services from Indian companies, denying the enemy similar advantages. command and control decisions in the field. Thus, up to a percentage of the contract value. This Rolta also provides sensor data integration, data existing Geospatial data & technology in the provision will further drive up the demand for fusion and visualization solutions that seamlessly Rolta's years of experience in Geospatial solutions Defense Forces, provides the very foundation on defense related solutions and services provided by integrate with Command and Control solutions. for Operations and Intelligence, coupled with which the C4ISTAR solutions are being built. Rolta. These solutions are empowering the Armed Forces technology from strategic partners, results in a and Security Agencies in making our nation a safer comprehensive portfolio of top of the line solutions Low intensity conflicts between terrorist/anti- As a dominant market leader for Defense Geospatial place. for the Defense Forces and Security Agencies. Rolta national elements are growing all over the world and solutions in India for over two decades, Rolta today has introduced many field-proven, high-technology India is one of the worst affected countries. The has a deep understanding of the operational The Indian MoD has established a target for 70% of solutions with its JV with Thales, Rolta Thales Ltd. increasing instances of terror attacks in the environment of the Forces and continues to design new acquisitions in the future to be sourced from (RTL) and has significantly enlarged its capability to metropolitan cities that have been experienced in innovative solutions to address their unique indigenous production. With India looking to provide state-of-the-art C4ISTAR solutions. Thales,
30 31 Insight Technology Impact Technology In addition to conventional warfare, security forces across the The tremendous insights gained from close proximity support in world are now required to actively address counter insurgency conflict zones under extremely demanding conditions have led operations. Every day, enemy forces and anti-national militants Rolta to evolve its offerings into a range of C4ISTAR solutions to are creating new and asymmetrical threats. Rolta has worked address the entire spectrum of challenges faced by the Forces closely with the Armed and Security Forces for more than two and Security Agencies. Rolta has deployed mission-critical decades. It has gained tremendous knowhow and valuable solutions that have empowered the Armed Forces and Security insights of their specialized requirements, and knows what it Agencies to succeed in their objectives of making the world a takes to provide security agencies with the necessary support safer place. and technology. Portfolio of Defense
• Battlefield Management Systems France is one of the world leaders in Defense, protection, prevention of trafficking, fisheries • Operations Room Briefing Aerospace & Security, with 68,000 employees, control and harbor protection. • Missile Trajectory Planning Revenue >€ 12.9 billion (’09). • Operation Terrain Planning Rolta has consistently moved up the value-chain. Command & Control • Network Integration & Exploitation With access to world-class technology and in-house From supplying mapping solutions, to customized • Asset Management & Visualization • Advanced Map Capture development, Rolta offers customized solutions for Geospatial applications, to now being able to provide complete C4ISTAR solutions addressing the • Enterprise Military GIS meeting the stringent and unique requirements of • Military GIS ( Bhumika ) the Indian Defense Forces. entire 'sensor to shooter’ chain. This has been a result of its strategy of ensuring that the Company • Battlefield Surveillance Systems With a network of over 80 support sites, Rolta's continues to remain relevant for its customers by • Multi Sensor Image Interpretation • Mobile Integrated Image Exploitation skilled engineers stay in close proximity, to provide meeting and exceeding their expectations. Intelligence, Surveillance • Border Surveillance System critical support for all its Defense solutions. This Customers & Reconnaissance • Local Area Control System ensures an extremely productive state while pre- • Automated Change Detection Solution The large installed base of solutions delivered by empting downtime. This highly reliable support has • Coastal Surveillance solutions Rolta encompasses the Military Mapping Agencies, resulted in significant repeat business and Rolta's Defense Operations and Intelligence Branches, • Tactical Internet Equipment & Solutions ability to be relied upon under adverse conditions. • Mobile Radios Commands, Corps, Brigades, Combat Units, The key to being able to provide such support lies in • Satellite Communications Solutions Command Information and Decision Support Communications developing and maintaining a qualified team of • High Capacity Radio Relays Organizations, Field Engineering, Naval HQ, engineers across all Rolta offices around the country. • Digital Field Switch Boards and Interoperability devices Naval Commands, Naval bases/ports and some very • Military WiMax and WiFi Systems prestigious Defense Training Institutions. In the Homeland and Maritime Security segment, • Night Vision Devices Rolta is leveraging its own Rolta Geospatial FusionTM Rolta's customers include all Corps and Divisions, Digital Soldier Systems & • Handheld Thermal Imager • Navigational Module for Situational Awareness and Rolta Computer Aided Dispatch System with Advanced Digital Mapping Centre, Army HQ, All Vehicle Systems • High Resolution Surveillance Devices for vehicles maritime security systems to provide comprehensive Operational Commands, Border Security Force, • Soldier Radio and integrated security across land and sea, thus CAMS, CAIR, DRDO-ISSA, DRDO-DTRL, DRDL- giving Security Forces a Coherent Intelligence PJ-10, Naval Operations, DIGIT, Director General • GPS/GIS based Minefield Recording System Battlefield Engineering System Picture. of Information Systems, 501 Field Survey, Infantry • Engineering GIS School, MO-10, Military Intelligence, Military • Rolta Geospatial FusionTM Decision Support Systems CCTNS Rolta provides state-of-the-art solutions for Intelligence School, Military Survey, Naval Surveillance, Intelligence, Analysis, Operations and (Crime and Criminal Tracking Network & Systems) Intelligence, Naval Commands, National • C4i (Integrated Command, Control, Coordination, Communication) Public Safety solutions including Emergency Hydrographic Office, PMO CIDSS, Training • Public Safety Solution Response solutions for the Police Forces. For Institutions, Western Air Command, Army War Homeland Security & • Terestrial Trunked Radio (TETRA) Maritime Safety & Security, the Company offers College and many more. In the Homeland Security Maritime Safety & Security • Optronics & Surveillance complete solutions for search and rescue operations, domain Rolta’s customers include a number of Police • Integrated Maritime Asset Safety and Security solutions • Integrated Coastal Safety and Security solutions protecting offshore critical assets, shipping lane organizations, Municipalities, Civil Defense • Vessel Traffic Management & Display solutions management, territorial waters surveillance, Organizations, Public & Private Companies and • Automatic Identification System (AIS) products and solutions environmental monitoring, offshore platform Port Authorities.
32 33 Roltas Unique C4ISTAR Solutions for the Digital Battlefield
SENSORSENSOR SHOOTERSHOOTER
Satellite
Satellite Imagery Strategic Communications
Aerial Recce Operations Room
Aerial Data Tactical Communications
UAVUAV
UAV Video Vehicle Systems
Battle Space Effectors
Intelligence Acquistion
Battle Space Effectors
Intelligence Acquistion
ImageImage Battlefield Thermal Analysis Management Imager
Mobile Interpretation Weapon Sights Night Vision Digital Soldier Communications & InformationInformation GridGrid
Electronic MissileMissile Surveillance trajectorytrajectory planningplanning
SIGINT RADARRADAR Roltas Unique Solutions for Homeland Security - based on Rolta IP
INTELLIGENCE SURVEILLANCE
Communication Monitoring
Rolta Imaging Internet Monitoring Control Room Solutions RF Network Monitoring Safe City C4i Rolta Mobile Surveillance & Analysis Satellite Cellular
Rolta Crime & Criminal Tracking Network Solutions Rolta Computer Registration Aided Dispatch Prosecution Solutions Investigation Police Crime Mapping Remote Police Trafficking HOMELAND SECURITY Stations AVLS Smuggling
GIS Rolta Coastal Security Solutions Fire
Coastal Radar
DF Radio Electro Optical TETRA Coast Guard Tracking
AIS Ambulance
Public Distress Call 36 37 Roltas Unique Solutions for Maritime (Coastal) Security - based on Rolta IP
Fisheries Control
Offshore Platform Protection
Physical Long Range Identification Shore Station & Tracking Exclusive Economic Zone Trafficking Prevention Environmental Monitoring Shipping Lane
Search and Rescue Physical Shore Station Territorial Waters
Harbour Protection
Physical Shore Station
Maritime Traffic Critical Asset Maritime Central Control Management Protection Surveillance Room
38 Rolta IP Solutions 39 Rolta Engineering Services of its kind internationally and a very complex and technically challenging engineering design project. Conventional power generation and refining capacities are both expected to double in the next The project demanded a high level of specialized decade, in India. According to McKinsey & Co., expertise in conceptual design, system development, India’s power sector will need investments of about finite element analysis and safety analysis, in US$ 600 Billion by 2017. While the International addition to multi-disciplinary engineering Energy Agency states that US$ 26 Trillion competence and domain expertise. infrastructure investment will be required to meet global demand for energy, which is expected to Rolta was selected primarily due to the extensive increase by 40%, by 2030. experience and expertise of its engineering and design teams in nuclear systems, reactor safety All such power and process plants have thousands of analysis and project management. This project interrelated real-time and operational decisions to provided the Company an opportunity to work on produce gasoline, electricity, chemicals, etc. All sophisticated nuclear technology related projects such decisions need to be performed consistently using advanced technologies. and repetitively for 'on-spec' production, requiring convergence of engineering, equipment, inventory, Owner-Operators (O/Os) of plants have started to production, quality and business data in a structured realize the benefits of using modern information way. technology tools for operations and maintenance of the plants, as a result of maturing of the tools, as In any plant, reliability is one of the most important, well as the changing economics. O/Os are, yet most variable of the key performance indicators. therefore, seeking services to not only obtain digital With the growing pressure on the environment and models of their plants, but also to have their compliance with regulations like the Kyoto engineering design systems integrated with other protocol, the need for finding better ways to utilize enterprise-level systems. The benefits of integrating facilities, managing them optimally, while keeping such enterprise wide systems across disparate costs under control, has become even more critical databases and heterogeneous platforms are pushing than ever before. up the demand for a comprehensive and integrated solution to address this need. For, Engineering, Procurement and Construction (EPC) companies, India has emerged as a Rolta, with its years of domain insights and armed Enterprise Design destination of choice for engineering outsourcing, with innovative specialized knowledge tools and and as a consequence, design work for numerous technology is uniquely positioned to address these projects across the globe are now being executed in modernization requirements. The Company's India. exceptional combination of Engineering and IT and Operation Solutions expertise enables it to provide comprehensive Rolta won a prestigious engineering design project solutions for EPCs and O/Os, from concept to for a significant nuclear reactor system of completion of new plants and then for their international importance. This was one of the first ongoing operations.
40 41 Innovation Technology Insights Technology Rolta's unique combination of Engineering and IT expertise The Process and Power industry runs on thousands of interrelated enables it to provide comprehensive solutions for EPCs and real time and operational decisions to deliver a gallon of gasoline, Owner-Operators, from concept to completion of plants, and a ton of chemicals or a kilowatt hour of electricity. In the back then for ongoing operations. Rolta's Enterprise Design and room are hundreds of stove piped applications, each uniquely Operation Solutions (EDOS) enable O/Os throughout the process tuned to perform its task consistently and effectively. However, and power industry to view plant operations as one fully reliability, supply chain management, safety, environmental connected ecosystem. These solutions enabled by unique Rolta maintenance and other plant processes simply don't fit neatly into technology provide application connectors, SOA web services, a singular IT applications. Plants require the convergence of rigorously structured plant data model and industry-specific engineering, equipment, inventory, production, quality and business intelligence solutions using Key Performance Indicators business data in a structured way to gain operational insights. (KPIs) for achieving cross-functional optimization of plant Insights that can lead to intelligent decisions. Decisions that are performance. enabled by Rolta's Enterprise Design and Operation Solutions.
Rolta's EDOS solutions include major aspects of Rolta OneViewTM decision making information. It comprehensively Rolta's comprehensive world-class solutions and Conceptual Engineering & Design, Detailed TM integrates the best practices to the mission of the services ensure that it is well-placed to constantly Rolta OneView is a unique solution for insights Engineering & Design, Project Management & organization. remain at the high-end of the value-chain. in business excellence leveraging on the core Procurement, Construction Management, capabilities of IT solutions, Engineering and The performance integration model of Rolta Customers Operations & Maintenance, Technology Services Technology solutions and Geo-spatial solutions. OneViewTM strengthens the excellence programs Consulting and Specialized Services for As-Built. It provides a framework to achieve the goals Over the years, Rolta has earned a dominant and brings in harmony across the organization. market share by providing path-breaking solutions These solutions & services help O/Os within the sustainably, controlling all mission critical to hundreds of customers - a virtual “Who's Who” of process and power industry, to optimize Asset information across the enterprise. The solution is It integrates data from across the functions to leaders across diverse industries. Design, Asset Performance, etc. targeted for the process industries where variety of provide a cross functional view of the performance, applications like ERP’s, Process control solutions, The large customer base includes 3M, ABB- monitoring dynamically against thresholds for the Rolta provides premiere Engineering, Procurement Engineering management solutions, Safety, Health Lyondell, ADNOC, Air Liquide, Aker Yards, business critical parameters, and raising alerts and Construction Management (EPCm) Services as and Environment management solutions are Alsthom Power, Aquatech, ARANCO, Babcock appropriately. It enables the monitoring of well as Design Automation Consulting Services deployed to manage different functions, which Borsig, BAPCO, BASF, Bateman, Bayer, Bechtel, operations and assets including maintenance, through a combination of Rolta's dedicated EDOS forces the data to be disparate. BHEL, Boeing Rocketdyne, Boston Scientific, Burns reliability & associated costs, as well as Health, Services Team and Shaw Rolta Ltd. (SWRL) - & McDonnell, CEGELEC, Chevron Phillips, CNRL, TM Safety & Environmental requirements. Thereby, Rolta's Joint Venture with The Shaw Group, USA. Rolta OneView is packaged with pre-defined Delta Marin, Design Technology, Doosan, Dow The Shaw Group, is a Fortune 500 company with business metrics and scorecards to track the providing the right information, to the right person, Corning, Dow Chemicals, DSP, EBM, Endurance, at right time, to accelerate the decision making over 26,000 employees & an order backlog of >US$ performance across the functions and collate them EIL, Entegee, Equate Petrochemicals, Essar, Ever to provide an one view of the enterprise. It is field process and lower the risks to business. 22.9 Billion. The Joint Venture leverages The Shaw Technologies, FEDO, Florida Power & Light, Flour proven and deployed successfully at multiple Group’s +117 years of technology experience & Daniel, FMC-TI, Gardner Bender, GE GASCO, refining facilities of one of the world's largest oil Besides the Process industries, it is now being leadership position in the Nuclear Power Plant, Glynwed Pipe Systems, Hoechst Celanese, HPCL, companies. deployed in verticals such as Power and Chemicals. Petrochemical & Refining markets, especially with IOCL, ISRO, J A Freeman, Jacobs H&G, John Deere, Jubail, Kashima Oil, KNPC, Kvaerner, L&T technology for Process & Power, e.g. for Ethylene, With Rolta OneViewTM ,Owner-Operators of Rolta OneView™ provides an innovative out Group, Lanco Infratech, Lanzou Petrochina, Linde, FCC, RFCC, DCC, etc. SWRL brings The Shaw process and power industries, can view plant of the box integration to draw relevant information Litwin, Lurgi, Master Work Holding, Mazagaon Group's engineering expertise and process operations as one fully connected ecosystem, from industry processes and transactional Docks, MECON, Mitsui, Mott MacDonald, technology to bear on global as well as Indian throughout the enterprise, thus facilitating management systems. It provides pre-built Mustang Engineering, NanaClot, Nova Chemicals, domestic projects, for concept-to-completion operational and reliability excellence. connectors for Maximo, SAP, AspenTech, etc. NPCIL, NTPC, ONGC, PDIL, Petrobras, Petrofac, solutions. Industry experts believe that when fully deployed, Pfizer, QAPCO, Q-Chem, Reliance Industries, The multidimensional datamodel of Rolta Reliance Infrastructure, Rexroth, Rockwell According to a NASSCOM report, outsourcing of this solution has a potential to save as much as US$ TM OneView has been proven to gather & structure Automation, Rolls Royce, Saipem, Samsung, Saudi Engineering services is expected to cross US$ 60 20 Million annually for a medium-sized refinery, providing very high returns on their investment. the data effectively and thereby deliver the ARAMCO, Shell, Siemens PG, Silicon Meadows, Billion by 2020. Rolta's dedicated in-house This web-based business intelligence application information at desired pace and accuracy to the SNC Lavalin, SNC/AMO, Statoil, Sumitomo Technology Services Group continues to provide empowers personnel to make on-time decisions at right person. Chemicals, SUNCOR, Tata Chemicals, TCE, design tool automation and integration services to all levels of the organization. Technip, Tecnimont ICB, Thermax, Toshiba India, clients around the globe, desiring to improve the Business can quickly react to the important events, Toyo Engineering, Triune, United Olefins, Valdel, productivity of their existing design tools and Rolta OneViewTM bridges the gap between identify the risks early enough and derive the cause Webasto, WGI, Woodward Governor, Yansab, York implement new state-of-the-art tools. operational / transactional information and the and effect relationship to plan for mitigative actions. International, Yunes Amre, among others.
42 43 Impact Technology The reliability index is one of the most important KPI in any plant. Achieving even a 1% improvement in plant reliability can increase production by millions of dollars, at the same time plant operational efficiency is improved. There are hundreds of other KPIs that can affect plant operations. This is the world of Rolta OneView. A world in which expensive downtime is reduced and operational processes are improved because managers have access to the convergence of critical information in a structured way to make timely and intelligent decisions. Portfolio of Rolta Engineering Services Portfolio of Rolta OneViewTM Solutions
• Operation & Production • Feasibility Studies • Energy Utilization • Basic Engineering • Fuel & Loss Accounting • Front End Engineering & Design (FEED) Operational Insights Conceptual Engineering • Compliance to Preventive Maintenance & Design Services • Process Simulation • Process Flow Diagram & Equipment Data Sheet Preparation • Reliability Clock • Pre-Bid Engineering Support • Cost of Maintenance • Asset Historian • Management of Change • Process • Failure Analysis • Mechanical Asset Insights • Civil / Structural • Cost of Ownership Detailed Engineering & • Plant Design & Piping • Asset Search Design Services • Electrical • Asset Explorer • Instrumentation & Controls • Naval Architecture & Ship Design • HSE Management Health, Safety, • Health • Prime Contract & Sub Contract Management Environment Insights • Project QA / QC • Safety • Supplier Qualification & Purchasing • Environment Project Management • Expediting & Logistics • Site Management • People • Office & Site Health & Safety Management • Commissioning & Startup • Change Management Sustainability Insights • Health Safety Environment • Plant Operations Management • Social / Community • Laser Scan & Plant Walkthrough for As-Built Operations & • Plant 3D Visualization • Raw Material Supply Maintenance Services • Shutdown Planning • Plant Safety & Reliability • Finished Goods Distribution • Plant Revamp & Decommissioning Supply Chain Insights • MRO Spares • Logistics Execution
• Technical Information Management • Internal • Software System Deployment Technology Services • Software Customization & Integration • Solomon’s Consulting • Reference Data Creation & Management Benchmarking Insights • Shell • Data Migration, Audit & Compliance • A T Kearney
44 45 Roltas Unique Business Proposition for Plant Life Cycle Management
Building the Asset Managing the Asset
0 years 5 years 30 years 60 years
Requirement Initial Detailed Construction & Operations Revamping Plant Operations De-commissioning Specifications Design Engineering Start-up & Maintenance project Debottlenecks & Maintenance
Roltas Design, Engineering and Roltas Operations / Management Solutions Development Portfolio
Feasibility Study Instrumentation Operational Excellence Process Optimization Metrics
Basic Engineering & Design As-built Modeling Plant Reliability Energy Management Pre-bid Engineering Tech Info Management Process Flow & Equipment Data Asset Information Management Project Cost Control Project QA Mechanical, Civil/Structural Health, Safety and Environmental Shutdown Planning Engineering Equipment & Piping Procurement Bid Management Electrical Site Management Supply Chain Management Geospatial Applications
Oil & Gas Upstream and Downstream Petrochemical Conventional Power Nuclear Power
46 47 Plants with higher reliability are intrinsically Comprehensive Decision support platform safer, incur fewer environmental violations for Process & Power industries and drive greater profit
KPI Monitoring Dashboards KPI Monitoring Dashboards Improved KPIs Increased Effective Capacity & Margins
Increased Reliability Lower Risks Safety, Environmental, Operations & MRO Predictive Alerts via Role-based KPI Dashboards
Upstream/Downstream Oil & Gas Petrochemicals Conventional & Nuclear Power
SAP, Oracle Financials Industry Standard Data Model Data Capture and Mapping SOA via Rolta iPerspectiveTM Integration with multiple point-solution applications FEED (AspenTech, ZYQAD), DCS/PLC, MAXIMO, Meridium, OSI, SPE, SPF, SP3D,
Operations Maintenance Reliability & Health Safety Supply Chain Sales & Cost Control Capital Projects Ideas R&D Asset Strategies Environment Marketing
Business Management Functions
48 49 Rapidly changing customer needs, competitive Management (EPM), Business Intelligence (BI) & pressures and evolving markets are placing Data Warehousing (DW), Custom Software increasing pressure on IT to deliver greater Engineering & Development, Product Development, flexibility and speed. Leading companies are Advanced Database Management, eSecurity, adopting many different means to deliver these Enterprise IT management, Networking, Hardware requirements. As companies grow into larger & complex IT Infrastructure, etc. enterprises, they develop more and more applications and technologies that aren't capable of Rolta’s top of the line offerings bring together the sharing data, especially with the right levels of latest thinking in Cloud Computing, EAI, SOA, governance and security. Islands of data are created Enterprise GIS, Geospatial, Data Integration and with redundant content, creating a huge burden on Business Intelligence. These cutting edge the enterprise with the excessive risk of having the technologies are blended into a smooth fusion of wrong data, in the wrong place, at the wrong time Enterprise components designed to seamlessly work and potentially available to the wrong people. together instead of the usual alphabet soup of Java, Traditional solutions being deployed today are .NET, C++, Oracle Fusion Middleware, IBM complex to comprehend, need reams of Websphere, etc. documentation to explain functionalities and TM extensive training, before engineers can even start Rolta iPerspective Enterprise suite is a using them, thus defeating the very purpose of rapid comprehensive state-of-the-art standards based deployment. Service Oriented Architecture (SOA), product offering. Built on a patent-pending Rolta TM Agile development, etc. are a few of the iPerspective technology, it offers the whole gamut methodologies now being adopted, however, most of software components required to build a organizations are still grappling with different levels successfully integrated enterprise application stack, of complexity required to deliver the flexibility and while providing full interoperability with industry speed. standard middleware offerings like Oracle Fusion Middleware and IBM Websphere. Application integration is the #1 IT challenge, according to a recent survey of IT professionals. Rolta iPerspectiveTM technology stack offers full Businesses are looking for ways to quickly derive enterprise management, pervasive, robust but value from existing investments, data sources and flexible security, configurable service and data Enterprise IT information assets without learning new skills. auditing capabilities, a UDDI based integration Rolta’s Enterprise IT Solutions (EITS) group repository, an enterprise process scheduler and Solutions continues to strengthen and build its EITS portfolio dynamic discovery and introspection of disparate and capabilities and now has the full stack of IT sources of data emerging from databases like Oracle, offerings including ERP consulting & deployment, DB2, MySQL, MS SQL to ERP systems like SAP SOA & Middleware, Enterprise Performance and Oracle.
5021 51 Innovation Technology Insights Technology Rolta has the most innovative thinkers in the business. Rolta's EITS business group takes old IT to new heights. An unmatched combination of deep IT knowledge and expertise in The Company's expertise demystifies IT, making the difficult and technologies such as Oracle, provides it the unique ability to take complex, straight forward and approachable. Rolta's expertise is on and solve extremely complex IT challenges. This same admired and respected throughout the industry, most notably innovative thinking is responsible for creating software products through 23 best-selling books on Oracle technology (over 1 million like Rolta iPerspective, that introduce radically new ways to copies sold), numerous Oracle Titan awards and industry simplify the complexity of IT. recognition, that is only achieved by the world's top technologists. The Company's expertise provides customers with the insights they need to get the most value out of their IT investment.
Rolta iPerspectiveTM dynamic template technology companies to maximize their investments in legacy These services help customers to deal with experience of over 1200+ distinct engagements in and runtime abstraction encourages and supports systems, legacy data and legacy assets, thus giving infrastructure challenges before they become 44 countries and strategic relationship, enable its SOA best practices. With out-of-the-box support them a better ROI on their IT implementations. problems and include consultancy, implementation, customers to implement business service for industry standard service interfaces like SOAP integration, audit, project management and management solutions and achieve regulatory and REST, Rolta iPerspectiveTM quickly adapts Over the years, Rolta has transformed its business comprehensive support services. This enables to compliances. The expertise and experience of the existing and new systems to work seamlessly from being a services-centric to a solutions-oriented mitigate workload peaks, knowledge retention and Company helps organizations to implement data together. model through in-house development and strategic availability of specialists on demand. security solutions for improved security for allowing acquisitions. Having built a rich Intellectual real time user and permission management like TM Property, the Company has launched enterprise- With partnerships and close relationships with Rolta iPerspective Enterprise suite provides single sign on, Identity and Access Management level solutions to enhance the value proposition to Oracle, CA, SAP and Microsoft, Rolta brings rich customers with rapid return on investment (ROI) using CA, Oracle and Sun products. due to shorter implementation time and an agile its customers and strengthen its own standing in the experience and expertise to help customers achieve approach for managing the transition to service market. this. Rolta has successfully harnessed the power of orientation. Service Oriented Architecture (SOA) to develop a Rolta provides high-end business consultancy Rolta’s knowledge-sharing approach ensures unique approach that optimally combines elements services through a unique blend of industry customers receive not only the help they need, but For the BI layer, Rolta offers a comprehensive set of of IT infrastructure with business requirements to relevance, business process innovation and also the support of the entire Rolta organization. services and solutions to help clients to optimize create seamless web services (WS) and redefine the technology expertise. This also involves niche tools By applying the Company’s broad knowledge and business performance by becoming agile, efficient, traditional concepts for Enterprise Integration. and adaptable. The Company’s BI & EPM solutions and methodologies, covering diverse business experience to the specific needs of environment, With Rolta’s SOA practice, starting with Rolta SOA deliver Business Activity Monitoring, Business application platforms including Oracle eBusiness Rolta helps customers realize numerous tangible and TM Today , clients access application servers and Process Management, Business Performance Suite Applications, Oracle's Hyperion Suite, SAP intangible benefits including solution longevity, diverse platforms through standard protocols and Management, and Knowledge Discovery & EPM, SAP Business Objects, Cognos, etc. with over ease of management, reduced infrastructure costs data formats without the need to know or change Management. These comprehensive offerings cover 100+ global ERP projects in just Oracle eBusiness and peace of mind. the code or coding language. Also it opens up new custom-built solutioning for BI and DW, Hyperion Suite alone. Rolta provides a host of value added services, which avenues for enabling Cloud based products and based EPM systems implementation and Managed Keeping IT environment operational and optimised include Database Health Audit (Unbiased, Non- services for Enterprises to engage in cloud based services for BI and EPM platforms. is a full-time job. Even with smooth-running Intrusive, Quick and Secure with management business. Data analysis, acquisition, and transformation bring systems, tactical infrastructure challenges can arise dashboards), Proactive Database monitoring, Rolta's EITS has an increased breadth and depth of together disparate fragmented data into a single suddenly. Business growth demands increased Performance tuning, High Availability & Disaster solution on account of its expanded worldwide enterprise view – addressing the need to get data efficiency and ROI while reducing administration recovery, Backup & recovery management, Version into the data warehouse. Data from this warehouse overheads. and instance upgrades, Platform migration, operations and through the merger of Rolta's IT can be viewed in the form of BI reporting, portals, Implementation of new features, Technology Consulting Division with the various acquisitions At the IT infrastructure layer, Rolta provides dashboards and KPIs. roadmap, Tools and technical assistance, Analysis like TUSC, WhitmanHart Consulting, etc. comprehensive consulting services covering data and data discovery, Real Application Cluster Today, Rolta is recognized globally as an industry security and service management, security, identity solutions, Data replication, Storage assessment and These acquisitions bring significant credentials to leading provider of consulting & technology services & access management, enterprise network & IT asset Database Security. Rolta. TUSC, known as “the Oracle experts,” has a in ERP, SOA, BI & EPM arenas to address end-to- management, IT infrastructure and operations stellar track record of successful projects and very end solutions. It provides the right combination of management, application performance management, Rolta provides state-of-the-art Security Services. technically innovative solutions. Rolta is a platinum expertise, solutions and services that empower as well as IT governance & compliance management. The Company’s rich expertise in CA products, vast partner of Oracle with seven Titan Awards and has
52 53 Impact Technology Rolta's breadth of IT knowledge, software to rapidly create web services, application expertise, business intelligence solutions, managed services and global delivery model increases IT accomplishment and allows for a faster and more frequent ROI. These new levels of IT performance allow organizations to achieve new levels of business results.
Portfolio of EITS
TM in-depth expertise in Oracle ERP implementations • Rolta iPerspective Customers TM globally. WhitmanHart Consulting is widely known Rolta Enterprise Solutions • Rolta OneView Rolta has a large customer base that spreads across TM for Hyperion expertise and EPM solutions for the • Rolta OnPoint the world. • Rolta Geospatial FusionTM Financial Services Industry. Rolta has worked for a variety of customers that • Enterprise Application Integration NASSCOM reports that the local Indian IT services • Platform and Process Integration market will be worth US$ 50 Billion while the off- includes American Express, ATOS Origin, Birla Sun Enterprise Integration • Enterprise Security shoring market will be worth US$ 175 Billion by Life, BSNL, CA, Citizen Bank, Central Water • Legacy Modernization Commission, Centurion Bank, CESC Calcutta, 2020. Rolta’s acquisitions in the IT consulting • Enterprise Systems Management domain, its resultant global footprint, track record, Deloitte and Touche, Department of Defence, along with its innovative off-shoring model give the Devon Energy, Exim Bank, Dow Corning, Daimler • Business Analysis, BI Reporting, Portals, Dashboards & KPIs • Executive Management Systems, Data Management Practices Company a unique positioning in this large market. Chrysler, Eurobank, Emerson Process, Erste Bank, Business Intelligence & • Multi dimensional Analysis, Data Analysis, acquisition and Estee Lauder Inc, Fifth Third Bank, Federal Reserve Enterprise Performance transformation Rolta has made proactive investments in Virtual Management Enterprise Centers at all the Company's delivery Bank, Fujitsu, Gemworth, GE Rail Services, Greater • Data Marts, Warehouse Data Creation, Master Data Management • Data Mining sites enabling it to emulate complex customer Bay Bancorp, Gujarat Pollution Control Board, environments and participate in alpha and beta HDFC Bank, HPCL, HSBC, IDBI Bank, Indian • Business Process Re-engineering covering Financials, Projects, product testing. Western Railway, Jacksonville Electric Authority, HRMS, CRM, Corporate Performance Management, Distribution Jeddah Municipality, Johns Hopkins, Logitech, L&T, • Functional / Technical Requirements, Gap analysis, Module configuration Rolta has benchmarked its quality processes with Maharashtra Police, Ministry of Interiors Saudi, Enterprise Applications • Technical development for interfaces, conversions, extensions, reports the world's best quality standards. The Company is • Expert “Applications” DBA support Municipal Corporation of Greater Mumbai, Nation accredited with the prestigious BSI ISO/IEC • Production deployment and system testing Wide Bank, Northrop Grumman, Ohio Saving 27001:2005 certification, the ultimate benchmark • Post-production managed services and support for information security; the BSI ISO/IEC 20000- Bank, Omni Tech, Orlando Health, Oshkosh Trucks • Custom Development 1:2005 IT Service Management Standard; the USA, PRFD Abu Dhabi, Purdue University, Reserve • Product Engineering Company’s software development business group Bank of India, RJ Reynolds, Saudi Electricity • Application Integration Company, Sauer Danfoss, Schneider Technology Turnkey Development has been assessed at the highest level of SEI-CMM • Systems Migrations Level 5 and ISO 9001:2008, the ultimate standard Services, SITA, Sprint-EMBARQ, State Bank of • Centre of Excellence for establishing Quality Management Systems for all India, State of Alabama (DHR), Successfactors, • Application Lifecycle Services business areas. SunTrust, Tata Consultancy Services, Tata • Database Management & Administration – Database Health Audit, Interactive Systems, Time Warner, TD Bank, TNT, Rolta's unique ability to see more than meets the Proactive Database monitoring, Performance tuning, High Availability & eye, deep knowledge of IT, combined with hands-on Toshiba America Information Systems, Travelex, Disaster recovery, Backup & recovery management, Version & instance Infrastructure Services upgrades, Platform migration industry knowledge, backed by world-class Turner Broadcasting, United Airlines, UTAH Dept • Data Security & Service Management – Security Management, Business of Transportation, Viant, Vodafone, Wal-Mart, infrastructure, ensures that it provides highly Service Management , IT Compliance & Governance relevant state-of-the-art solutions to its customers. WESEE amongst others.
54 55 Roltas Comprehensive Proposition in Enterprise IT Solutions Marketplace
Oil, Gas, Government, Defense, Healthcare, Finance, Utilities, Telecom Power, Petrochemicals Homeland Security Environment
ROLTAs Solutions and Services ROLTA iPerspectiveTM Suite enablers for innovative and differentiated enterprise level solutions
Business Intelligence KPIs, Dashboards, Data Mining, Oracle OBIEE, Hyperion, Cognos, Business Objects
Enterprise Applications Oracle Enterprise Resource Planning, EPM, Financials, HR, Projects, CRM, SCM, BSC
Database Management and Administration Oracle, DB2, SQL, Health Audit, Performance Tuning, Remote Management
Data Security and Service Management IAM-SSO, Service Desk, Spectrum, e-health, WILY, Clarity Access Control, Service/Network/Application Management
56 57 Roltas Unique iPerspective Enterprise IT Solutions
Enterprise Application Integration SOA / Cloud based Business Application to Application Integration Business-2-Business Legacy Modernisation Business-2-Consumer Process Integration Software-As-A-Service Integrated Business Insights Platform-As-A-Service
Rolta iPerspectiveTM Suite
iPerspective Packs Enterprise Business Process Service Database Kinetic Bus Manager
SAP Oracle ERP Interoperability Cloud Main Frame Web Service Audit PeopleSoft
Enterprise Sheduler
Rich Internet Integration Repository Seibel Spatial Data Audit Apps
ERP Runtime Abstraction across platforms: Others (Windows, Linux, .Net Web services, Dynamic Mobile: Android, iPhone, Symbian)
DB2 Discovery &
Enterprise Security DB Introspection Dynamic Templates with Multiple API support:
Enterprise Management Others Simple Object Access Protocol (SOAP), Representative State Transfer (REST)
LEGACY EXCEL APPS. Rolta iPerspectiveTM Platform
IBM COBOL Others Mainframe
58 59 Shareholder Information
Registered Office and Corporate Headquarters: Listing Details: Rolta Tower 'A', Rolta Technology Park, MIDC-Marol, Equity Shares Two-way Fungibility of Depository Receipts Registrar for the purpose of FCCBs Andheri (East), Mumbai 400093. 1. Bombay Stock Exchange Limited , Mumbai, (BSE) The Company offers foreign investors the facility for Deutsche Bank Luxembourg S.A. Telephone: +91(22) 29266666 / 30876543 Phiroze Jeejeebhoy Towers, Dalal Street, conversion of Ordinary Shares into Depositary Receipts 2, Boulevard Konrad, Adenauer , L-1115, Luxembourg. Fax: + 91(22) 28365992 Mumbai 400001. within the limits permissible for Two-way Fungibility, as announced by the Reserve Bank of India vide its circular Stock Code: Contact Persons 2. National Stock Exchange of India Limited, (NSE) Exchange Plaza, Bandra-Kurla Complex, Bandra (East), dated February 13, 2002. • Financial Matters BSE - 500366 SGX-ST ISIN X50305967498 Mr. Hiranya Ashar Mumbai 400051. Name and Address of the Depository Bank for the NSE - ROLTA BLOOMBERG - RLTA@IN Director - Finance & Chief Financial Officer 3. ISIN : INE293A01013 Purpose of GDRs LSE - RTI REUTERS - ROLTA BO • Company Secretary In the US In India Mr. Dharmesh Desai Depositories Deutsche Bank Trust Company Deutsche Bank A.G. The shares form part of the following indexes on BSE and Associate Director (Legal) & Company Secretary a) National Securities Depository Ltd. (NSDL) Americas Trust & Securities Services NSE. b) Central Depository Services (India) Ltd. (CDSL) Trust & Securities Services Hazarimal Somani Marg, • Transfer Agent and Registrar (SEBI Cat. II R & T) 60 Wall Street, 27th Floor, Fort, Mumbai - 400 001 BSE NSE Mr. Saghan Srivastava The Company has achieved dematerialization of MS # NyC60-2727 India Executive Group Manager & Deputy Company Secretary 98.00% of its equity shares held in the electronic mode New york, NY10005, USA BSE Midcap Nifty Midcap 50 BSE 200 CNX IT Mr. Venkat G R - Manager (Investor Services) with NSDL & CDSL. BSE 500 S&P CNX 500 Annual Listing fees for the year 2010-2011 (as applicable) Name and address of the Custodian in India for the BSE Teck Website: have been paid to the Stock Exchanges. purpose of GDRs BSE IT The website of the Company carries relevant information in ICICI Bank Limited Securities Markets Services,Empire Complex, F7/E7 1st Floor, regard to the results of the Company, dividend declared by International Listing The shares are also traded under the "Equity Options" and 414 Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. the Company, price sensitive information if any and launch London Stock Exchange "Equity Futures" in the F&O segments of NSE. of new products & services by the Company. The 10 Paternoster Square, London, EC4M 7LS Trustee for the purpose of FCCBs Company's website address iswww.rolta.com . The Company's Global Depositary Receipts (GDR) Volume as percentage of Equity Deutsche Trustee Company Limited Programme has been listed on the Main Board of the The Company's scrip continues to enjoy high trading Winchester House, 1 Great Winchester Street, London Stock Exchange plc (LSE). volumes in relevant stock exchanges offering high liquidity. Annual General Meeting: London, EC2N2DB, United Kingdom. th Over 76.07% of the trading volume is on the NSE. The total 24 November 2010 at Shri Bhaidas Maganlal Sabhagriha, The GDRs are traded on the London Stock Exchange under number of shares traded on National Stock Exchange of U-1, Juhu Development Scheme, Vile Parle (W), Mumbai the Ticker Symbol RTI. Each GDR represents one equity Principal Agent and Transfer Agent for purpose of FCCBs India Limited between July 1, 2009 and June 30, 2010 was 400 056 at 11.30 a.m. share.The GDRs began trading on the LSE on April 18, Deutsche Bank AG, London Branch 863,138,761 which represents 535.46% of the Share Capital 2006, when they were issued by the Deutsche Bank Trust Winchester House, 1 Great Winchester Street, of the Company as on 30th June 2010. Dividend for the Year Under Review: Company (the Depositary), pursuant to the Depositary London, EC2N2DB, United Kingdom.
Rs.3.25 per share (proposed) Agreement. The Rule 144A GDRs have been designated as Category No. of Shareholders No. of Shares % to Total eligible for trading in the Portal Market of The NASDAQ (No. of Shares) held (Rs.10) No. of Shares MARKET CAPITALISATION Date of Book Closure: Stock Market, Inc. (PORTAL). As on June 30, 2010 , there Rs. in million From To Demat Physical Demat Physical Demat Physical Book-Closure dates 17th November 2010 to were 19,20,992 GDRs (equivalent to 19,20,992 equity Upto 250 99638 8136 8072343 1149317 5.01 0.71 th 24 November 2010 (both days inclusive). shares) outstanding. 35000 251 500 14335 2947 5385575 1053532 3.34 0.65
32993.04
31477.55
30000 30470.61 501 1000 6077 760 4593952 527456 2.85 0.33
28842.72
28755.78
28562.57
28423.65
27934.65
27322.82 Type Ticker Description DR ISN - Reg S DR ISN -144A S 27072.67
25796.46 Financial Calendar for the Year 2010-11 (tentative) Symbol 25000 25205.59 1001 2000 2164 145 3274976 215896 2.03 0.13
Un-audited Financial Results 20000 2001 3000 590 40 1494950 103204 0.93 0.06 First Quarter ended September 2010 - During Oct/ Nov, 2010 GDR RTI Equity Shares US7757902074 US7757901084 15000 3001 4000 279 14 1010019 50650 0.63 0.03 Second Quarter ended December 2010 - During Jan/ Feb, 2011 Singapore Securities Exchange Trading Ltd. 4001 5000 138 5 639156 23700 0.40 0.01 Third Quarter ended March 2011 - During Apr/ May, 2011 10000 2, Shenton Way, #19-00, SGX Central 1, Singapore 06880 5001 10,000 243 6 1757531 41500 1.09 0.03 5000 The Company's Zero Coupon Foreign Currency 10001 & Above 319 2 131747559 53500 81.73 0.03 Audited Financial Result 0 For the Quarter and Financial year ended June 30, 2011 on Convertible Bonds (FCCBs) are listed in the bonds market Total 123783 12055 157976061 3218755 98.00 2.00 of Singapore Securities Exchange Trading Ltd. Under SGX- Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Grand Total 135838 161194816 100.00 or before August 30, 2011. 09 09 09 09 09 09 10 10 10 10 10 10 St ISIS X50305967498.
60 61 Shareholder Information
Shareholding Pattern Payment of Dividend - Electronic Clearing Service of reduced custody charges to its shareholders. Shareholders’ as on June 30, 2010 (ECS) queries & grievances are replied promptly. Dividend The Company is providing facility of ‘National Electronic Warrants are normally mailed within a week from the date of Clearing Service’ (N-ECS) for payment of dividend to declaration at the AGM. Members are sent at least three reminders regarding unclaimed dividend, before the same is Promoters shareholders around centres covered by Reserve Bank of India – National Clearing Cell. Shareholders holding shares transferred to Investor Education & Protection Fund (IEPF) 41.93% in physical form, are requested to provide details of their The Company has also taken certain Investor-Friendly bank account for availing N-ECS facility in the form Public initiatives to provide transparency & valuable information, attached to the Notice of Annual General Meeting. such as : 18.32% However, if the shares are held in electronic form, the N- 1) The Company hosts post-result Earnings calls for ECS Mandate has to be communicated to the respective Institutional Investors & Analysts to talk to the NRIs Depository Participant (DP). Changes, if any, in the details management on results & outlook. 0.92% Foreign Institutional furnished earlier, may also be communicated to the Investors (FIIs) Company or DP, as the case may be. For any other 2) The Company has also put up information useful to (Including GDRs) OCBs/FIs/MFs/ information, kindly write to the Company Secretary at the investors, on it’s website as under: Banks/Corp Registered Office of the Company. 33.44% a. Annual Report 5.39% Bank Details: b. Quarter Results In terms of regulations of NSDL & CDSL, bank account I. Financials details of the beneficiary owner of shares held in electronic ii. Press Release (demat) form, will be printed on the dividend warrants as iii. Transcript of Earnings Call furnished by the Depository Participant. The Company will not entertain request for change of such bank details printed c. Events & Presentation BSE STOCK MARKET PRICE DATA on their dividend warrants. In case of any changes in your i. Financial Calendar bank details, please inform your DP now / immediately. In ii. Investor Presentation High Low Close case of physical shareholding, in order to provide protection 200 iii. Corporate Audio Visual against fraudulent encashment of dividend warrants, members are requested to provide, if they have not already d. Key Financial Data 150 done, their bank account number, bank account type and e. Share Holding Pattern name and address of bank branch, quoting folio number to f. Research Report on the Company by various the R & T Agent to enable the Company to incorporate the 100 analysts same on the dividend warrants. The Company continues to improve the quality of 50 Shareholder Initiatives : information dissemination to investors by making The Company has paid a One Time Custody Fee to National information available on the web as well as by making the 0 Securities Depository Limited (NSDL) to pass on the benefit Annual Report more transparent and investor friendly.
Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Rolta Monthly Price (BSE) July-2009 to June-2010 Rolta Monthly Price (NSE) July-2009 to June-2010
Avg. Close Daily Avg. Date High (Rs.) Low (Rs.) Close (Rs.) Date High Low Close Avg. Close Daily Avg. (Rs.) Volume (Rs.) (Rs.) (Rs.) (Rs.) Volume NSE STOCK MARKET PRICE DATA Jul-09 162.90 102.80 156.60 128.20 1804469 Jul-09 163.00 103.00 156.55 128.30 5194471
High Low Close Aug-09 191.80 141.40 178.25 162.29 2195654 Aug-09 191.70 141.00 178.60 162.34 6513224 200 Sept-09 184.25 162.70 177.15 174.49 965007 Sep-09 184.30 162.50 177.40 174.57 3015206 Oct-09 206.25 161.10 173.40 187.35 1492876 Oct-09 206.30 161.00 173.50 187.43 4566194 150 Nov-09 183.50 148.65 169.65 171.21 759531 Nov-09 183.65 148.00 169.70 171.20 2628242 Dec-09 195.70 170.60 194.85 184.47 728811 Dec-09 196.20 170.60 195.45 184.61 2295431 100 Jan-10 209.50 181.85 204.20 198.52 598967 Jan-10 209.65 181.50 204.70 198.65 2038911 Feb-10 210.00 172.20 176.80 184.12 263210 Feb-10 210.40 172.20 176.35 184.08 1095934 50 Mar-10 189.20 175.25 179.25 180.98 382135 Mar-10 189.25 175.05 178.95 181.09 1368146 Apr-10 199.95 178.00 188.75 186.78 360952 Apr-10 200.95 178.50 189.05 186.81 1322069 0 May-10 189.90 157.00 160.20 172.45 187715 May-10 188.80 155.00 160.05 172.60 761519 Jun-10 173.80 157.15 168.00 165.71 156323 Jun-10 174.00 152.55 167.95 165.86 733393 Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10
62 63 Economic Value Added
The Company had engaged services of Deloitte Haskins & growth of a hi-tech company. So quite often the search for Sells, Chartered Accountants, for the initial valuation of the the added value invariably lead us back to understanding, 'Rolta' brand, its Human Resources and the Economic Value evaluating and enhancing the intangible assets of the Added (EVA) for 1999 and on the same established business. principles, methodology and assumptions, the Company has computed the corresponding values for the subsequent years. ECONOMIC VALUE ADDITION (EVA) The Company engaged Grant Thornton, leading Economic Value Added (EVA) is the financial performance International Accountants, for the valuation of Rolta's Brand measure that aims to capture the true economic profit of an and Human Resources as on June 30, 2005 and EVA for enterprise. EVA is developed to be a measure more directly 2004-05. Using the same principles, methodology and linked to the creation of shareholder wealth over time. assumptions, corresponding values for the year ended June Hence, it focuses on maximizing the shareholders wealth 30, 2010 have been computed by the Company’s Auditors. and helps company management to create value for Relevant details and figures are reproduced below. shareholders. EVA refers to the net operating profits of the Economic Value Added The financial position of an enterprise is influenced by the Company less a charge for all capital invested in the economic resources it controls, its financial structure, Company which is the opportunity cost. EVA represents the value added to the stakeholders by generating liquidity and solvency and its capacity to adapt to changes in the environment. However, it is becoming increasingly clear EVA = Net Operating Profit After Taxes (NOPAT) operating profits in excess of the cost of capital employed in the that intangible assets have a significant role in defining the - {Capital* Cost of Capital} business. The Company's business model focusing on value-added products and services empowered Rolta to generate returns ROLTA EVA commensurate with its investments. Result: the Company consistently The EVA of Rolta for 2009-10 has been estimated as shown in the table below. (Rs. In Million) reported a positive EVA year after year, evidencing its ability to meet Rs. 938 million Particulars 2009-10 2008-09 2007-08 shareholder expectations. Net Profit after Tax 3,605 3,723 2,629 Adjustment for extraordinary exceptional item 3 250 0 Add: Interest (net of taxes) 255 73 0 Brand Valuation Net Operating Profit after Tax (NOPAT) 3,857 3,546 2,629 Average Capital Employed 28,379 24,624 18,902 The Rolta brand is more than just a name - it is a trust mark that the customers have come to rely upon. It effectively communicates Rolta's Cost of Capital Employed 2,919 2,141 1,960 ability to offer pioneering solutions to meet market demands and the EVA = (NOPAT - Cost of Capital Employed) 938 1,405 669 values associated with its products and services. Rolta's robust brand strength also indicates that the Company's financial growth will continue Rs. 32.14 billion ASSUMPTIONS to be stable and lasting. WACC The Company has estimated the Weighted Average Cost of Capital (WACC) based on the weighted average cost of equity and debt. To arrive at cost of equity, the Capital Asset Pricing Model (CAPM) has been used the formula being Ke = rf + b (rm - rf) where, Ke = Cost of Equity rf = Risk free Return Human Resource Valuation rm = Market Rate of Return, and hence rm - rf = Risk Premium, and Human capital is one of the several strengths that drive growth. At b (beta) = Measure of Market Risk Rolta, this rich and intangible intellectual capital renews its income, Risk free return has been estimated based on 10 year benchmark Government of India Security as on the date of valuation, drives innovation and enhances profitability leading to a sustainable Rs. 153.21 billion risk premium based on long term stock market returns and beta based on Rolta stock price movements compared to index movement. Based on these, the Company has worked out the discount factor for Rolta as 10.28%. increase in shareholder value.
64 65 Brand Valuation HR Valuation
VALUING THE BRAND Some of these methods are cost, market value, economic use Human Resources (or Human Capital) valuation refers to • Opportunity cost method: This model envisages Brands are more than just a name, a trademark for a product, and royalty relief. identifying and measuring the value of human resources of a computation of monetary value and allocation of people or a service mark for a service. A brand is a complex concept company. Employees are the most valuable resources of to the most promising activity and thereby to assess the that creates organizational value and performs a number of Based on the information available, practicality and companies in the services sectors and more so in the opportunity cost of key employees through competitive important functions for every enterprise. Brands and their appropriateness, The Company has used the "Economic Use" combined Brand Equity constitute a major economic force Model. This model is one of the standard methodologies in knowledge-based sectors. Like all other resources, employees bidding among investment centers. It may be practically within the entire global economy, delivering marketplace brand valuation by companies in the software industry. possess value because they provide future services resulting difficult to implement and measure. value, shareholder wealth, livelihood, prosperity and culture. in future earnings. Successful brands are recognized as rare and valuable assets ECONOMIC USE METHOD The economic approach focuses on future and future that must be exploited carefully, with wise and This method uses a combination of market factors and Broadly, there are two key approaches to value HR. These earnings. There are several models developed based on this knowledgeable management that retains their financial financial parameters to arrive at the value of the brand. It are cost based and economic approaches. Cost based approach. value, their economic power, and their social significance. A uses a Brand Strength Model which arrives at a brand strength score based on various market parameters. This approach can further be classified into three: brand is a very special asset and in many businesses it is the ECONOMIC APPROACH MODEL most important asset. This is due to the far reaching score is multiplied by the net brand earnings to estimate the brand value. • Historical cost method: The human resource costs are This model estimates the future earnings during the economic impact that brands have on enterprise. Brands remaining life (in the organization) of the employee and influence the choice of customers, employees, investors and current sacrifices for obtaining future benefits and government authorities. In a world of abundant choices, such The Brand Strength Model is used to determine the value of therefore to be treated as assets. The method suggests to then arriving at the present value by discounting the influence is crucial for commercial success and creation of a brand based on the assumption that a strong brand is more capitalize the firm's expenditure on recruitment, estimated earnings at the company's cost of capital. In this shareholder value. Brands have also demonstrated a unique reliable for future earnings with lesser risk. selection, training and development of employees and model, each employee's cost to company (CTC) should be durability and sustained competitive advantage unmatched ROLTA BRAND VALUATION treat them as assets for the purpose of human resource forecasted and discounted back separately. The growth rate by any other corporate asset. A brand multiple of 16.36 has been arrived at for Rolta by accounting. However, capitalization of costs, may not of earnings of each employee till retirement should be determined for projecting the CTC's after looking into the In the case of Rolta or other service-focussed companies, assigning scores for various market parameters. The profit reflect value. especially knowledge based services companies, the "Brand" before interest and taxes of the Company is adjusted for non- company's compounded annual growth, CTC's for different is more often the name of the Company which becomes the brand items and a charge on capital employed is deducted • Replacement cost method: This method involves employee classes, global industry trends for the future, and sole differentiator from any other generic service provider. from the adjusted brand profits. Thus, the profit after tax assessment of replacement cost of individuals, and sustainable growth rates for the next 25-30 years. The attributable to brand and other intangible items is arrived at. Hence, in this case, "Rolta" is the brand, which has been rebuilding cost of the organization to reflect HR asset attrition rates for the company / industry should not be This is multiplied by the brand multiple to arrive at the valued. Brand is an intangible asset and there are several value of both the individuals and the organization. brand value as shown in the table below. considered as a deduction factor, as the employees who leave methodologies suggested and prevalent for valuing brands. However, the replacement cost may not reflect either (Rs. in Million) the company will be replaced by others, to maintain the level the actual costs or the contribution associated with HR. of operations and thereby the employee strength remains Particulars 2009-10 2008-09 2007-08 unchanged. The future earnings thus arrived at has to be Profit before Interest and Taxes 4,386 4,227 3,059 discounted at the company's cost of capital. HR Valuation Less: Non Brand Income 294 696 105 Based on the above model, the value of Human Resources of Rolta has been arrived at Rs. 153,217 million. This is summarized in the table below. Adjusted PBIT 4,092 3,531 2,954 (Rs. in Million) Profit for the brand and associated intangibles 4,092 3,531 2,954 Particulars 2009-10 2008-09 2007-08 Average Capital Employed 22,324 18,861 14,496 Remuneration of Capital % 5% 5% 5% Total value of Human Resources 153,217 136,442 106,710 Remuneration of Capital 1,116 943 725 Revenues per employee 3.39 3.12 2.32 Profit after tax attributable to Brand and associated intangibles 2,976 2,588 2,229 Income Tax 1,011 880 758 Net Profit per employee 0.56 0.64 0.49 Profit after tax attributable to Brand and associated intangibles 1,965 1,708 1,471 Value of Human Resources per employee 33.90 29.53 22.70 Brand Multiple Applied 16.36 14.64 14.07 Brand Value 32,141 25,017 20,693 Total Revenue / Total Value of Human Resources (Ratio) 0.10 0.11 0.10
Assumptions The key assumptions used are Assumptions • Total revenue excluding other income after adjusting for cost of earning such income is brand revenue, since this is an exercise to determine the brand value as a company and not for specific products or services.. The key assumptions used are: • Tax rate is at 33.99% (Base rate of 30%, surcharge of 10% on base rate and cess of 3%) • Employee compensation includes all direct and indirect benefits, earnings both in India and abroad. • The earnings multiple is based on a brand strength model where Rolta is ranked on various parameters such as leadership, • The average annual increment is based on the increment paid during the last 3 years. stability, market, geographic spread, trend, support and protection. • Retirement age is as per Company policy.
66 67 Ratio & Ratio Analysis Distribution of Revenue 2009-10
TOTAL REVENUE NET PROFIT (Rs. in Millions) (Rs. in Millions)
Net Income Interest 15326 16.35 % 2.68 % 13728 2938 2306 2551 Income Tax 10722 2.60% 5349 7114 1726 1273 Material & Sub Contracting Cost 18.68 % Depreciation 17.16 %
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10
Employee Cost Other Expenses OPERATING PROFIT DEBTORS TURNOVER 32.00 % (Rs. in Millions) (Rs. in Days) 10.53 %
223
193 5770
4635 156 151 3897 149
2866 2229 Revenue Mix SBGs
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10 EDOS 25.6 % Revenue Mix Geography
EPS, BOOK VALUE & DIVIDEND RETURNS
32.5% 26988 Iindia 30% 30% 99.82 28.3% 24.1% 59.1 % 24.4% 22.4% 22.4% 89.53 22.2% 25% 22062 73.60 65.32 20% 20.7% 18.2% 18121 15253 17.4% 13377 13128 58.90 8183 11154 16.7%
18.25 9940 EGDS 15.84 10.79 14.37 6990 9.44 49.7 %
EITS 24.7% 2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10
Earning per Share Book Value Dividend % PAT/Average networth Return on Average Capital employed Rest of The World Average networth Average Capital employed 40.9 %
68 69 Directors Report
Dear Members, inherent strength of the Company. The book value per share is also prepared its consolidated Accounts for the year ended June 30, Rs.99.82 as against Rs.89.53 at the end of June 30, of last year 2010 drawn under the International Financial Reporting Standards Your Directors are pleased to present their report on the business and operations of your Company together with the Audited Statement signifying substantial enhancement in shareholder value. (IFRS), duly audited in accordance with International Standards on of Accounts and the Auditors' Report for the financial year ended June 30, 2010. The Financial highlights for the year under review are Auditing by M/s Grant Thornton, a leading International given below: Repurchase of Foreign Currency Convertible Bonds (FCCBs). Accounting firm. During the second quarter of the year, the Company further CORPORATE RESULTS repurchased Foreign Currency Convertible Bonds (FCCBs), As per the consolidated accounts drawn under IFRS, the Company (Rs. in millions) amounting to US$ 15.0 million (accreted value US$ 17.8 million) recorded revenues of Rs.15,326.7 million for the financial year Consolidated at a discount of 15.25% which resulted in a gain of US$ 2.80 ended June 30, 2010, whilst the net profit after tax for the year was Rs.2,315.2 million. Financial Year ended Financial Year ended million (approx. Rs.130 million) of which Rs.33 million was June 30, 2010June 30, 200 9 appropriated to Other Income and the balance was added to the The difference in the net profit as arrived under the Generally Revenue 15,326.7 13,728.1 securities premium Account . Accepted Accounting Practices in India, and net profit under IFRS Other Income 279.3 690.4 was Rs.236.1 million mainly on account of the following factors: The aggregate accreted value of all repurchase of FCCBs till date is Revenue and Other Income 15,606.0 14,418.5 variation in the method of accounting for depreciation/amortization US$ 61.47 million (Face Value $ 53.31 million) and total amount amounting to Rs.19.2 million; share based payments to employees Profit before depreciation & tax 5,636.0 5,207.2 paid aggregated US$ 47.75 million resulting in a gain of US$ 13.72 (Rs.82.5 million); redemption premium payable on FCCBs Less: Depreciation 2,679.1 1,867.1 million (approx. Rs.665 million) giving an average discount of (Rs.266.1 million) and deferred taxation Rs.93.3 million. 22.3% to the accreted value on all buybacks. Profit before tax 2,956.9 3,340.1 Dividend Less: Provision for tax 405.6 401.8 Your Directors are pleased to inform you that the Company's Your Directors are pleased to recommend dividend of Rs.3.25 Profit after tax 2,551.3 2,938.3 standalone revenue registered steady growth and was Rs.11,704.4 per share, increased from Rs.3.00 per share which was paid in million for the year ended June 30, 2010 as against Rs.9,466.9 Add: Balance of profit of earlier years 8,203.4 6,223.2 the previous year. The total quantum of dividend, if approved million in the previous year, signifying a growth of 23.63%. The by members, will be Rs.523.88 million, while Rs.88.68 million Balance available for appropriation 10,754.7 9,161.5 standalone net profit after tax for the year ended June 30, 2010 was will be paid by the Company towards dividend tax and APPROPRIATIONS lower at Rs. 3,605.03 million as against Rs. 3,723.2 in the previous surcharge on the same. Dividend in the hands of the accounting year reflecting a decline of 3.17%. Less : General Reserve 366.7 388.6 shareholders will be tax-free. (Rs. in millions) Less : FCCB Redemption Reserve 1,380.0 -- Standalone The Register of Members and share transfer books will remain Less : Dividend 523.9 483.1 Financial Financial closed from November 17, 2010 to November 24, 2010, both days Year ended Year ended inclusive. The dividend will be paid to those shareholders whose Less : Tax on Dividend 88.7 86.4 June 30, 2010 June 30, 2009 names appear on the Register of Members of the Company on Balance carried to Balance Sheet 8,395.4 8,203.4 Revenue 11,704.4 9,466.9 November 24, 2010. Other Income 294.3 696.6 Revenue and Other Income 11,998.7 10,163.5 Financial Statements Profit before depreciation & tax 6,594.2 5,908.6 The Consolidated Financial Statements of the Company along with Financial Performance Less: Depreciation 2,594.2 1,792.4 those of its subsidiaries and joint venture company Shaw Rolta The Company continued to be a strong player in the Enterprise demo rooms and a battle lab customized to Indian Defense Profit before tax 4,000.0 4,116.2 Limited prepared as per Accounting Standards AS-21 and AS-27 of Geospatial and Defense Solutions (EGDS), Enterprise Design and requirements. This facility will also be the Company's first Less: Provision for tax 395.0 393.0 the Institute of Chartered Accountants of India form part of the Operation Solutions (EDOS) and Enterprise IT Solutions (EITS) development and delivery center in North India. Profit after tax 3,605.0 3,723.2 Annual Report. The Ministry of Company Affairs, Government of domains. The Company has transformed its business model from a Add: Balance of profit of earlier years 10,282.3 7,496.6 India, New Delhi has exempted the Company from the provisions portfolio that is service-centric to one that is increasingly IP-centric The Company's total consolidated revenue for the year 2009-10 was Balance available for appropriation 13,887.3 11,219.8 contained in sub-section (1) of Section 212 of the Companies Act, and has elevated its offerings to a higher value proposition by Rs.15,326.7 million representing a growth of 11.6% (Rs.13,728.1 APPROPRIATIONS 1956 and as such the Company is not required to attach the focusing on enterprise level solutions. The Company has developed million for the previous year ended June 30, 2009). The Net Profit after Less : General Reserve 360.5 372.3 financial statements of its eleven subsidiaries to the Company's innovative solutions incorporating its own Intellectual Property provision for taxation for the year ended June 30, 2010 was Rs.2,551.3 Less : FCCB Redemption Reserve 1,380.0 -- Accounts for the year ended June 30, 2010. The Consolidated which serve as differentiators enabling the Company to position million as against Rs.2,938.3 million, registering a year-on-year decline Less : Dividend 523.9 483.1 Financial Statements also include a statement containing key itself more effectively at the higher level of value chain. The of 13.2% (the decline in net profit would be 5.2% excluding the one- Less : Tax on Dividend 87.0 82.1 financial indicators separately for each subsidiary. The Accounts of Company has effectively integrated its various acquisitions and has time gain on FCCB buyback recorded in financial year 2008-09). The Balance carried to Balance Sheet 11,535.9 10,282.3 the subsidiary companies will be made available to the investors leveraged the expertise, IP, software assets and track-record so basic earnings-per-share for the year was Rs.15.84, computed by specifically seeking such information at any point of time. acquired in transforming its business model, as above. considering the weighted average number of shares outstanding during Consolidated Financial Results under International Financial the year as per the provisions of 'Accounting Standard -AS-20' issued Reporting Standards (IFRS) Conservation of Energy, Technology Absorption, Foreign During the year, the Company also expanded its world-class by the Institute of Chartered Accountants of India. In continuation of its pursuit of high standards of corporate Exchange Earnings & Outgo facilities by establishing a state-of-the-art development and delivery governance, and to provide transparent and additional information The particulars as prescribed under Section 217(1) (e) of the center in Delhi NCR to showcase its solutions for Defense, The Company's net worth increased to Rs.16,091.2 million as on in compliance with the regulation of the London Stock Exchange Companies Act, 1956, regarding conservation of energy, Government, Infrastructure and Security verticals through extensive June 30, 2010 from Rs.14,415.6 million in June 2009, reflecting the wherein the Company's GDRs have been listed, the Company has technology absorption, foreign exchange earnings & outgo; read
70 71 with the Companies (Disclosure of Particulars in the Report of Maritime Security applications, e.g. Battlefield Management, solution has been deployed at large refining facilities in USA, Some of the activities carried out by the Company as a part of its CSR Board of Directors) Rules, 1988, are also annexed and form part of Advanced Minefield Recording, Automated Change Detection, Europe and South Africa and well received in other markets, such as initiatives are briefly described separately in the Annual Report. this report. Ruggedized Mobile Surveillance, Coastal Automatic Identification, in the middle-east and India. It enables Owner-Operators Maritime Security, Sensor Data Integration & Fusion, Tactical throughout the process and power industries to view plant CORPORATE GOVERNANCE BUSINESS OPERATIONS OVERVIEW AND OUTLOOK Communications, Digital Soldier, Optronics including Night operations as one fully connected ecosystem and provides Rolta continues to be committed to good corporate governance The year started with widespread global economic crisis and Vision, Safe City, etc. These solutions are empowering the Armed operational and reliability excellence. The Company is also aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges. extreme risk aversion by customers, resulting in cut back on Forces and Security Agencies in making our nation a safer place. engaged in expanding this solution to address up-stream operations investment and recruitment. With India looking to rapidly modernize its Defense & Security in the Oil sector. Similarly, the Company is building solution A separate Report on Corporate Governance along with Auditors' Agencies, the Company is very well positioned to address large frameworks for other verticals such as Power and Petrochemicals. 1According to the Annual Report 2009-10 of the Department of Certificate on compliance with the conditions of Corporate opportunities resulting from the significantly increased budgets for Governance as per Clause 49 of the Listing Agreement with the Information Technology, Ministry of Communications and The Company has received key orders for sophisticated Defense, Homeland & Maritime Security. Stock Exchanges is provided as a part of this Annual Report, Information Technology, Government of India, the Indian software engineering services from organizations in diverse sectors including besides the Management Discussion and Analysis, Risk and services exports including ITeS-BPO are estimated at US $ 49.7 The Company completed key acquisitions and integrated them nuclear power, space research and oil refining. For example, the Management and Shareholders Information also form an integral billion (Rs.2,351 billion) in year 2009-10 as compared to US $ 47.1 in order to strengthen its solutions offerings. For example, the Company is executing a prestigious engineering design project for a part of this Annual Report. billion (Rs.2,162 billion) in year 2008-09, a 5.5% growth in dollar Company added to its high-end consulting and systems significant nuclear reactor system of international importance. The terms and 8.7% in rupee terms. There has been a marginal growth in integration credentials in the areas of Electric Utilities, Telecom, Company believes that this project is one of the first of its kind, Rolta has established connectivity with the NSDL and CDSL internationally, being unique and technically complex. Similarly, the exports of Software Products and Engineering Services, which is Water and Gas, through the acquisition of OneGIS, Inc., USA. depositories in India to provide prompt transfer and demat services. the Company is working on a demanding engineering and design estimated to reach US $ 10 billion (Rs.473 billion) in year 2009-10 This acquisition also added to the Company's IP and expanded The Company has achieved dematerialization of 98.00 % of its project, involving cutting-edge cryogenic technologies, for a equity shares held in the electronic mode with NSDL and CDSL. from the level of US $ 9.6 billion (Rs.441 billion) in year 2008-09. the Rolta Geospatial FusionTM solution by adding a unique mobile premier scientific organization of the Indian Government. Rolta accords high priority to the dissemination of information to The revenue from the domestic IT market (excluding hardware) is interface to the same which enhances productivity by expected to grow to about US $ 14 billion (Rs.662 billion) in year investors by posting its Annual Report, Quarterly Results, and Press synchronizing data between office and field workforce for the Shaw Rolta Ltd. (SWRL), the Company's JV with The Shaw Group Releases on its website. The Company hasalso initiated various 2009-10 as compared to US $ 12.8 billion (Rs.590 billion) in 2008-09, Utilities and Telecom segment. The Company has won and Inc., USA continues to make steady progress and is executing investor friendly measures as elaborated elsewhere in this an anticipated growth of 9% in dollar terms and 12% in rupee terms. TM executed major contracts forRolta Geospatial Fusion solutions in intricate projects for customers worldwide. During the year, SWRL Annual Report. varied vertical segments in markets in India, North America, the successfully executed a project for setting up one of the world's 2According to NASSCOM, the industry will witness a better Middle East and Africa. The Company's customers have even won largest ethylene plants for a major International Oil company. HUMAN RESOURCES growth, as the economic environment is now showing signs of awards forRolta Geospatial FusionTM based GIS portal applications. Rolta has a vibrant work atmosphere and has been able to face the recovery, led by growth in the core markets and supplemented by Enterprise IT Solutions (EITS) challenges of the economic downturn with fortitude. It continues significant contributions from emerging markets. Growth drivers The Company also acquired perpetual rights to the complete Rolta continues to strengthen and build its EITS portfolio and to be an employer of choice across geographies and continues to include a thrust on platform BPO, Analytics, Finance & Accounting, portfolio of PCI's Geo-Imaging technologies, including source capabilities and the company is serving global markets providing attract talent from globally reputed organizations. We are happy to Remote Infrastructure Management, ADM, and Cloud Services. code, design and software architecture. PCI, Canada, is a market consulting & technology services in ERP, SOA, BI & EPM arenas to report that Rolta continues to be recognized as employer of choice by our employees and industry surveys. In the DataQuest Best The Indian IT-BPO Industry is expected to exceed US$ 70 billion leader in the Geo-Imaging segment, with an installed base covering address end-to-end solutions. Employer Survey for the year 2010, Rolta has been ranked at the in FY'11. This positive sentiment at the year end is buoying hundreds of customers in India, and over 21,000 licenses in more The business group is also focused on developing and upgrading 1st position in Managing Slowdown, 2nd position in the Preferred demand and growth across most businesses. than 135 countries world-wide. In combination with Rolta's own the Company's IP to enhance the value proposition to our Employer, 3rd in Employee satisfaction and 4th position in overall offerings in photogrammetric mapping and related applications, the BUSINESS OUTLOOK customers, and strengthen our standing in the market by offering ranking in the IT sector. Company now offers world-class solutions for processing stereo and Enterprise Geospatial and Defense Solutions (EGDS) unique technological approaches as detailed in the R&D section of mono satellite imagery in areas such as environmental modeling, The Company has an Employee Stock Option Plan in accordance During the year, the Company launched state-of-the-art solutions this Report. forestry and natural resources, emergency planning and with the guidelines issued by SEBI. The company has currently the for Geo-Imaging and Earth Science applications based on an management, agriculture, security and defense. The Company is a Platinum Partner for Oracle and its innovative following approved plans of stock options: ESOP 2005, ESOP exceptional combination of its existing repository of intellectual and high performance BI solutions have been duly acknowledged 2007, ESOP 2008 and ESOP 2009. The details of the options property and key technologies acquired at the source code level, granted and outstanding up to June 30, 2010, as required by clause The Company signed a formal MOU with Central Board of making it a premier go-to partner in key utility sectors, like energy. from various companies worldwide. These solutions provide some 12 of the SEBI (Employees Stock Option Scheme and Employees Secondary Education (CBSE) as the Resource Partner, for providing Recently the Company was awarded its 7th Oracle Titan Award, in of the most advanced Geo-Imaging and Photogrammetry Stock Purchase Scheme) Guidelines, 1999, are set out in the Vocational Courses on Geospatial Technology to XI and XII recognition of its excellence in solving real-world customer Annexure to this Report. capabilities, and are being actively used for mission-critical standard students. Under this MOU, Rolta will provide technical challenges and for their development and deployment of Oracle applications, by hundreds of users, across the country. assistance, develop and create the curriculum, and also impart technology. Additionally, in partnerships and close relationships PARTICULARS OF EMPLOYEES advanced training to CBSE teachers across the country. As a part of with other world leaders like Microsoft, ESRI, Intergraph and CA, The Company continues to maintain its leadership in the Indian Rolta is presenting the abridged accounts under section 219 of the curriculum, Rolta will provide to all CBSE Schools Rolta the Company brings rich experience and expertise to help the Companies Act 1956, Pursuant to the rules and forms read Defense Geospatial market and has introduced many new solutions Geomatica, one of the world's best geospatial technologies. Once customers achieve their IT goals. with section 219 of the Companies Act 1956 and in terms of for Defense and Security, in partnership with various world leaders completed, this roll out will potentially benefit over 11,000 schools. including, Thales, France, with whom the Company has a Joint CORPORATE SOCIAL RESPONSIBILITY the provisions of section 217(2A) of the Companies Act 1956, Venture Rolta Thales Limited. The Company, through a Enterprise Design & Operation Solutions (EDOS) The Ministry of Corporate Affairs, has released a set of voluntary read with the Companies ( Particulars of Employees ) Rules, combination of its own IP, R&D and partner-technologies, provides The Company continues to further develop and enhance its guidelines on Corporate Social Responsibility (CSR) in December 1975 as amended, the names and other particulars of the field-proven, hi-tech solutions for Defense, Homeland and innovative solutions for plant operations. The Rolta OneViewTM 2009. The Company is proactively practicing the guidelines laid down. employees are required to be set out in the annexure to the
1http://www.mit.gov.in/sites/upload_files/dit/files/annualreport2009-10_0.pdf 72 2 http://www.nasscom.in/Nasscom/templates/NormalPage.aspx?id=59704 73 Annexure to Directors' Report
Directors' Report. However, as per provisions of Section comprises of 12 Directors, six of whom are Independent Directors. Annexure I to Directors' Report through the simple point-and-click interface that deploys new or 219(1)(b)(iv) of the said Act, the annual report excluding the In accordance with the provisions of the Companies Act, 1956 and existing business applications or prototyping tools quickly. aforesaid information is being sent to all the members of the the Company's Articles of Association, Dr. Aditya K. Singh, Mr. R. A. CONSERVATION OF ENERGY TM iPerspective is a technology that offers a very unique suite of Company and others entitled thereto. Any member interested R. Kumar and Lt. Gen. J. S. Dhillon (Retd.) retire by rotation in In view of the nature of activities that are being carried on by the software Packs to create and manage SOA services. By creating a in obtaining such particulars may write to the Company the forthcoming Annual General Meeting. Being eligible, Mr. R. R. Company, Rules 2A and 2B of the Companies (Disclosure of standard, secure conduit to data sources,Rolta iPerspective™ Secretary at the registered office of the Company. Kumar and Lt. Gen. J. S. Dhillon (Retd.) offered themselves for Particulars in the Report of the Board of Directors) Rules, 1988 re-appointment . Dr. Aditya K. Singh stepped down from the Database Pack generates and manages files needed to expose tables, concerning conservation of energy are not applicable to the DIRECTORS' RESPONSIBILITY STATEMENT position of Joint Managing Director w.e.f. 1st February , 2010 and views, packages, procedures, functions as web services. Rolta As required by Section 217 (2AA) of the Companies Act 1956 your Company. Rolta being an IT Company requires minimal energy also did not offer himself for re-appointment due to his other pre- iPerspective™ SAP Pack allows user to expose SAP function Directors confirm that; occupation. The Board placed on record it's deep appreciation for consumption and does not use motive power. However, every effort modules as Web Services. In the preparation of the annual accounts, the applicable accounting the valuable services rendered by Dr. Aditya K. Singh during his is made to ensure that energy efficient equipment is used to avoid standards have been followed along with proper explanations tenure of service with the Company. wastage and conserve energy, as far as possible. By usingRolta iPerspective™, companies will be able to spend less regarding material departures, if any. money on multiple systems that carry the same data, and invest in The Board has been strengthened by the appointment of Additional B. RESEARCH & DEVELOPMENT (R&D) one software that will create reusable services from the software The Directors had selected such accounting policies and applied Director viz. Mr. T. C. Venkat Subramanian w.e.f. 1st November, Rolta has been continually developing modern innovative solutions, already being utilized by the company.Rolta iPerspective™ has them consistently, and made judgments and estimates that are 2010, whose appointment requires the approval of the members at based on its own IP and technologies from its partners, which have the ensuing Annual General Meeting. Mr.Venkat Subramanian been created to simplify creating web services. Therefore the reasonable and prudent so as to give a true and fair view of the state brought ever increasing value to the stakeholders. In recent years, the of affairs of the Company at the end of the financial year 2009-10 holds a Bachelor's degree in Engineering and is a certified associate integration of data and processes for standard, business-focused Company has made concerted efforts and large investments to and of the profit of the Company for that financial year. of Indian Institute of Bankers. He has over 37 years of professional services is a simple and fast process that shows immediate results. experience in the financial sector having worked inEXIM Bank of establish dedicated research and development centers for building its The Directors have taken proper and sufficient care for the India, since its inception in 1982. Mr. Venkat Subramanian retired own intellectual property for creating solutions that are world-class This patent pending technology allows users to issue any maintenance of adequate accounting records in accordance with the in October 2009 after 8½ years as Chairman and Managing and stand out for their uniquely innovative approach to addressing authorized query of one or more gateways, through the business provisions of this Act, for safeguarding the assets of the Company services consumer application. This capability provides a versatile, Director of Export-Import Bank of India (EXIM Bank of India). enterprise-level decision support needs of various vertical segments in and for preventing and detecting fraud and other irregularities. yet secure way for business applications to call one another without Government Defense, Homeland Security Utilities, Telecom, AUDITORS having to specify the exact nature of queries to be used up front. The Directors have prepared the Annual Accounts on a 'going The Auditors of the Company, M/s Khandelwal Jain & Co. Transportation, Oil & Gas industries. concern basis'. Chartered Accountants, retire at the ensuing Annual General Rolta Geospatial Fusion™ integrates disparate systems using Rolta has established R&D Centers in Mumbai, and at its wholly Meeting and have confirmed their eligibility and willingness to seamless configuration techniques, cutting down costs and The Company has adequate internal systems and controls in place owned subsidiaries in Chicago, Denver, Atlanta and Toronto. accept office, if re-appointed. development time in the process. to ensure compliance of laws applicable to the Company. Ministry of Science & Technology of the Government of India has ACKNOWLEDGMENTS accorded recognition to Rolta's in-house R&D facilities. Rolta's Spatial integration is achieved through a robust administrative engine. FIXED DEPOSITS Your Directors thank all the shareholders, customers, vendors, other The Company has not accepted any deposits and, as such, no R&D Teams are working on numerous exciting projects and a few Business systems integration is achieved through the rapid creation of business partners, Joint Venture partners The Shaw Group Inc, USA, amount of principal or interest was outstanding on the date of the SOA web services via ourRolta iPerspective ™ software. These high- M/s Thales group, France and banks for the support extended by examples of solutions and technologies developed by Rolta's R&D Balance Sheet. impact solutions complement traditional data warehouse systems by them. We also thank the Central Government, the concerned State are given below. eliminating data redundancy and accessing information from Governments, and other Government authorities for their support. TRANSFER OF UNCLAIMED AMOUNTS TO IEPF Rolta R&D has successfully harnessed the power of Service enterprise systems whenever it's required.Rolta Geospatial Fusion Pursuant to the provisions of Section 205A (5) of the Companies Your Directors also wish to place on record their appreciation of Oriented Architecture (SOA) to develop a unique approach that Solution has the power to bring information together from various Act, 1956, the dividends declared by the Company on equity the contribution made by ROLTAites at all levels but for whose optimally combines elements of IT infrastructure with business systems, without the need for transformation. shares, which have remained unclaimed for a period of seven years, hard work, solidarity and support your Company's consistent have been transferred by the Company to the Investor Education requirements to create seamless web services (WS) and redefine the growth would not have been possible. The configuration capability ofRolta Geospatial Fusion supports a and Protection Fund (IEPF) established by the Central Government traditional concepts for Enterprise Integration. In SOA, clients rapid prototyping approach that provides immediate results pursuant to Section 205C of the said Act, last such unclaimed access application servers and diverse platforms through standard through incremental development. The Geospatial Fusion Dividend amount of Rs 1,25,02,675 for the financial year 2001 was For and on behalf of the Board of Directors, protocols and data formats without needing to know or change the framework configures quickly and combines the capabilities of transferred on August 05, 2009. The unclaimed Dividend amount code or coding language. Also it opens up new avenues for enabling for the next financial year 2002-03 (eighteen months period), will available commercial GIS and business systems withRolta 's unique Cloud based products and Services for the company be transferred in the month of February 2011. integration technologies, ensuring rapid deployment. Rolta iPerspective™ technology quickly adapts existing systems for DIRECTORS Rolta OnPoint™ suite allows users to publish their GIS data quickly The Board of Directors of the Company is broad based and business users and applications to access standard service interfaces, and securely over the web and connect to any spatial and non comprises of individuals drawn from various fields. In terms of the Mumbai Kamal K Singh including Simple Object Access Protocol (SOAP) and spatial data throughout their organization, turning their web-GIS Corporate Governance norms the Board of the Company October 25, 2010 Chairman & Managing Director Representational State Transfer (REST). Services are created into a true enterprise solution.
74 75 Annexure to Directors' Report Annexure to Directors' Report
Rolta OneView™ is a web-based business intelligence application support new satellites and also to improve productivity of users. R&D Annexure II to the Report of the Directors which empowers personnel in the process and power industries to efforts are on to triangulate large strips and blocks of high resolution Statement as at June 30, 2010, pursuant to Clause 12 (Disclosure in the Directors' Report) of the Securities Exchange Board of India (Employee Stock Option Scheme) Guidelines, 1999. make on-time decisions at all levels of the organization. Rolta satellite images to model large areas for precise 3-D map compilation. OneView provides an innovative platform to improve overall Description ESOP Grant ESOP Grant- ESOP Grant ESOP Grant ESOP Grant performance and operational effectiveness by aligning the work- Rolta Geo-Imaging Suite is being developed to exploit a wide range FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09 FY 2009-10 process efforts of personnel with the specific goals of the business. By of images, captured from active and passive satellite sensors. Rolta a) Options granted 852,500 options 1,427,500 options a) 1,25,000 options at 1,20,000 options a) 5,989,500 options at granted by the granted by the Rs 481.45 (Rs.240.73 granted by the Rs.145.15 per share on creating a holistic center from which collaborative decision making is investing in R&D on Rolta Geo-Imaging Accelerator, that is a Company on Company on ex- bonus) per share on Company on August 10, 2009, can take place, Rolta OneView™ lowers organizational risk and April 24, 2006 at the April 24, 2007 at the July 23, 2007, November 03, 2008 at b)15,000 options at high powered image processing system which combines the power exercise price of exercise price of b)1,25,000 options at the exercise price of Rs.174.15 per share on establishes a cross-functional paradigm shift that unites diverse users and precision of Graphical Processing Units (GPUs) and multi-core Rs.252.30 per share. Rs.419.70 per share Rs.232.15 per share on Rs.191.70 per share October 06, 2009 and (Rs.126.15 ex-bonus) (Rs.209.85 ex-bonus) January 31, 2008, c) 120,000 options at around one view of their business. processors, to provide the means to take imagery from raw to final c) 3,00,000 options at Rs.204.70 on January Rs.339.35 on April 30, 29, 2010 were granted Rolta OneView™, the business intelligence application for product faster than ever before. 2008 and by the Company. d)14,55,500 options at process and power industries has evolved further over the past Rolta GeoConference is a new technology in development that will Rs.261.75 per share on year. The application provides comprehensive scorecards for the June 27, 2008 granted help decision makers exchanging geospatial information in real by the Company. operations and asset management areas that allow personnel from time. The technology involves hosting interactive geospatial the CEO to the Divisional Manager level to be able to make teleconferences, linking clients in remote locations and facilitating b) Pricing formula Options have been Options have been Options have been Options have been Options have been collaborative and right decisions at the right time. The score card granted at the closing granted at the closing granted at the closing granted at the closing granted at the closing provides net cost and losses in production which has been a pain connections to geospatial databases. The benefits of such a market price of the market price of the market price of the market price of the market price of the Equity shares of the Equity shares of the Equity shares of the Equity shares of the Equity shares of the area for the industries for a long time. The work processes helps Geographic conferencing are to exchange information in real-time Company on the Stock Company on the Stock Company on the Stock Company on the Stock Company on the the organizations to move away from manual and individual based and secure distribution of geospatial data without replication. Exchange, Mumbai, on Exchange, Mumbai, on Exchange, Mumbai in Exchange, Mumbai, on National Stock the date of grant of the date of grant of the case of a) above and the date of grant of Exchange, Mumbai, on data management to a process based central data management. options (24-04-2006). options (24-04-2007). National Stock options (03.11.2008). the respective dates of Rolta Advanced Change Detection Solution is built with intelligent & Exchange in the case of grant of options.. To automate accurate data collection, connectors have been sophisticated image analysis and machine learning technology to b), c) and d) above on the respective dates of developed for leading systems in the industry. This includes the perform change detection and extract those changes from multi- grant of options. asset management system Maximo, process historians Exaquantum temporal & multi-spectral satellite and aerial images. from Yokogawa and Aspen IP21 besides the standard database, flat c) Options vested 624,875 options have 679,375 options have 31,500 options vested Nil. Nil. file and spreadsheet data sources. Data integrity and proper Rolta Geospatial suite development includes development of vested in three tranches vested in two tranches since the grant of since the grant of since the grant of options. aggregation are assured and SOA capability is provided through advanced & efficient 3D Terrain visualization and Fly-through options. options. RoltaiPerspective ™ solution. techniques. There is ongoing R&D in developing modern technologies to build solutions that equip Defense users to take d) Options exercised 2,24,913 Nil. Nil. Nil. Nil. Our innovative Shutdown Cost Control BI solution for Energy advantage of GIS in solving their geospatial requirements.Rolta 's Industries has won Year 2010 Oracle Titan Award. e) Total number of 449,846 (incl bonus Nil. Nil. Nil. Nil. R&D Centers are engaged in developing solutions that leverageRolta 's Ordinary shares shares) Rolta Photogrammetry Suite for photogrammetric mapping and IP for various vertical segments in Govt., Telecom, Utilities, arising out of the Options processing of aerial and satellite imagery is continually enhanced to Transportation, Oil & Gas, Power, Pertochemicals etc.
f) Options lapsed 260,750 options have 225,000 options have 150,000 and 95,000 1,20,000 options have 59,500 and 20,000 lapsed consequent upon lapsed consequent upon options out of grants been surrendered by options out of grants 5. Expenditure on R&D (Rs. in lacs) the cessation of the cessation of made on April 30, 2008 grantees out of options made on employment of the employment of the and June 27, 2008 granted August 10, 2009 and Year ended Year ended allottees. grantees and 1,065,000 respectively have lapsed January 29, 2010 June 30, 2010June 30, 200 9a options have been consequent upon the respectively have surrendered by cessation of lapsed consequent a. Capital 3858.47 2511.84 grantees.. employment of the upon the cessation of grantees. 125,000, employment of the b. Revenue 6502.87 5170.26 125,000, 100,000 and grantees. c. Total 10361.34 7682.10 1,347,500 options have been surrendered by d. Total R&D expenditure as a percentage of total turnover 6.8% 5.6% grantees out of options granted respectively on July 23, 2007, January C. FOREIGN EXCHANGE EARNINGS & OUTGO 31, 2008, April 30, 2008 The information on foreign exchange earnings and outgo is contained in the notes to the accounts and June 27, 2008.
76 77 Annexure to Directors' Report Annexure to Directors' Report
Description ESOP Grant ESOP Grant- ESOP Grant ESOP Grant ESOP Grant Description ESOP Grant ESOP Grant- ESOP Grant ESOP Grant ESOP Grant FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09 FY 2009-10 FY-2005-06 FY 2006-07 FY 2007-08 FY 2008-09 FY 2009-10
g) Variations of terms In April 2007 terms of In June 2009 terms of In June 2009 terms of In June 2009 terms of Nil k) Diluted Earning Per Share(EPS) calculated in accordance with Accounting Rs.22.22 of Options options were changed as options were changed as options were changed as options were changed as Standard 20 issued by ICAI for the year ended June 30,2010. follows: follows: follows: follows: 1) 50% of options were An enabling provision was An enabling provision An enabling provision made exercisable at made in the terms of the was made in the terms of was made in the terms of l) i) Method of calculation of employee compensation cost The Company has calculated the employee cost using the intrinsic the end of 2 years Plan for voluntary the Plan for voluntary the Plan for voluntary value method of accounting to account for Employee Options instead of 25% surrender of vested and surrender of vested and surrender of vested and granted in 2006, 2007, 2008, 2009 and 2010. The stock based 2) Exercise period unvested options by the unvested options by the unvested options by the compensation cost as per the intrinsic value method for the year increased from 1 year grantees at any time grantees at any time grantees at any time ended June 30, 2010 is Nil. to 3 years from the during their employment during their employment during their employment date of vesting with the company with a with the company with a with the company with a ii) Difference between the employee compensation cost so computed at (i) above and 3) In the case of death provision for reissue of provision for reissue of provision for reissue of the employee compensation cost that shall have been recognized if fair value of Rs.271.97 lacs of a grantee , all surrendered options. surrendered options. surrendered options. options had been used options granted shall vest immediately on iii) The impact of the difference on profits and EPS of the Company for the Year ended Rs in lacs such death to be June 30,2010 had fair value of options had been used for accounting Employee exercised by his/her Options Profit After Tax As reported 36050.32 legal heirs. Add: Difference in Fair Value compensation cost 271.97 4) In case of permanent 5) Incapacitation of Adjusted Profit After Tax 36322.29 grantee, all options Earning per Share in Rs granted shall vest immediately on such Basic incapacitation. As reported 22.38 6) In the event of any change of control of As adjusted 22.55 the Company ,a Diluted provision has been made for accelerating As reported 22.22 the vesting/exercise As adjusted 22.39 period in certain cases under the Scheme. m) Weighted average exercise price and weighted Weighted average ESOP Grant ESOP Grant ESOP Grant h) Money realized by 56,745,549.90 Nil Nil Nil Nil average fair values of options granted during the exercise price August 10,2009 October 06,2009 January 29,2010 year whose exercise price equals market price of exercise of the Options Rs Rs Rs stock on the grant date (There are no options Weighted Average Fair 145.15 174.15 204.70 granted whose exercise price either exceeds or value of 66.38 82.56 99.56 i) Total number of 366,838 137,500 63,000 Nil 6,045,000 less than the market price of the stock) Option Options in force
n) A description of method and significant assumptions used during the year to estimate the fair value of options granted during the year The fair value of options j) i) Details of Options - - - - Details in Appendix has been calculated by using Black Scholes' Method. The assumptions used in the above are granted to senior managerial 1 Risk free interest rate ESOP- August 2009 ESOP- October 2009 ESOP- January 2010 personnel during 2 Expected Average Life of Options 7.25 % 7.25% 7.25% the FY 3 Expected Volatility based on daily closing market price 4.25 4.25% 4.25% 4 Expected Dividend Yield ii) Any other Nil Nil Nil Nil Nil 55.43% 55.51% 55.41% employee who 5 The price of underlying share in the market at the time of grant 2.41 % 2.41% 2.41% receives in any 145.15 174.15 204.70 one year of grant of option amounting to Appendix to Annexure II- 5% or more of List of Senior Management Personnel to whom stock options were granted during the year. options granted during that year Sr.No Name Designation Grant In FY 2009-10 1 Mr. A. D. Tayal Joint Managing Director 600,000 iii) Identified Nil Nil Nil Nil Nil 2 Mr. A. P.Singh Joint Managing Director 325,000 employees, who 3 Mr. Benedict A. Eazzetta Director & President International Operations 800,000 were granted 4 Mr. Hiranya Ashar Director Finance & CFO 225,000 options, during 5 Mr. Santhosh George President 100,000 any one year, 6 Mr. Bradley Brown Chief TechnologyOfficer-Rolta International Inc 125,000 equal to or exceeding 1% 7 Mr. Safik Jiwani Chief Operating Officer-Rolta Canada Ltd 125,000 of the issued 8 Mr. Richard Niemiec President - TUSC 125,000 capital 9 Mr. John Sasser President Middle East Operation 75,000 (excluding 10 Mr. TimMahoney President-European Operations 10,000 outstanding 11 Mr. S. K. Shirguppi Director- Operations 80,000 warrants and 12 Dr. S. R. Bhot Director- Operations 70,000 conversions) of 13 Mr. Vinay K. Sawarkar Director- Operations 75,000 the Company at 14 Mr. P.PS Bhandari Director- Operations 50,000 the time of the 15 Mr. Laxmidhar V Gaopande Director- Operations 50,000 grant. 16 Mr. Karl Seil Director- Operations 10,000 17 Mr. Bob Britton Director- Operations 50,000 18 Mr. Jagadeesh K Math Director- Operations 20,000
78 79 Corporate Social Responsibility Auditors' Report
On Corporate Social Responsibility (CSR), Peter Drucker, the father understanding of the practical aspect of Geospatial To, of modern management stated, “One is responsible for one's impact, Technologies, while teaching them real-life applications for The Board of Directors whether they are intended or not. This is the first rule.” overcoming real-world challenges. Potentially there are about ROLTA INDIA LIMITED 11,000 CBSE schools who may want to introduce this course At Rolta, this is the basic tenet and founding principle for all our and Rolta is pleased to commit 11,000 software licenses of Rolta CSR activities. The Company understands that just as every We have audited the attached Consolidated Balance Sheet of (AS-27), "Financial Reporting of Interests in Joint Ventures" issued Geomatica. This is a potential donation of Rs. 165 Crores at individual impacts society, so does every corporate entity - and Rolta India Ltd. (the Company) and its subsidiaries by the Institute of Chartered Accountants of India. current license costs, and Rolta will work together with CBSE to more so, because of its size and extent. provide this at almost no cost. (collectively, 'the Group') as at 30th June, 2010, and also the Based on our audit and on consideration of reports of other Social responsibilities are of two types. They may emerge out of Consolidated Profit and Loss Account and the Consolidated Rolta has donated critical funds required by the SV Institute of social impacts of the corporate or they may arise out of the Cash Flow Statement for the year ended on that date annexed auditors on separate financial statements and on the other Medical Sciences (SVIMS) a medical wing of the Tirumala problems of the society itself. The first deals with what a thereto. These financial statements are the responsibility of the financial information of the components, and to the best of our Tirupati Devasthanam (TTD), for the “Rolta Oncology Block” company does to society and the second is concerned with what information and according to the explanations given to us, we for the latest treatment of Cancer patients. Another donation Company's Management. Our responsibility is to express an a company can do for society. has been made to the “BIRRD” medical wing, for infrastructural opinion on these financial statements based on our audit. are of the opinion that the attached Consolidated Financial Since every company can exist only within a social facilities for providing medical assistance to thousands of Statements give a true and fair view in conformity with the environment, it is indeed an organ of society and as such social patients on daily basis. We conducted our audit in accordance with the auditing accounting principles generally accepted in India: problems will affect a company. At Rolta, this philosophy is standards generally accepted in India. Those Standards require A fully equipped Digital Library has been provided to the Sri understood very well and has taken numerous steps to fulfill its a) in the case of the Consolidated Balance Sheet, of the state Siddhivinayak Temple Trust, Mumbai where thousands of students that we plan and perform the audit to obtain reasonable Corporate Social Responsibility. are taking advantage of study material placed in the Library. Rolta assurance about whether the financial statements are free of of affairs of the Group as at 30th June, 2010; Of the many challenges that our society faces, Rolta has taken has donated computers and other IT networking systems for material misstatement. An audit includes examining, on a test major steps to address challenges in the field of Education, setting up this“ROLTA Library”. Also, substantial financial basis, evidence supporting the amounts and disclosures in the b) in the case of the Consolidated Profit and Loss Account, of Health and Social Upliftment across the economically assistance has been provided for establishing a diagnostic center financial statements. An audit also includes assessing the the profit for the year ended on that date; and challenged sections of the society. with latest equipment and infrastructure facilities. This center will accounting principles used and significant estimates made by serve people from all parts of the country. c) in the case of the Consolidated Cash Flow Statement, of Rolta is involved directly and indirectly (through other management, as well as evaluating the overall financial the cash flows for the year ended on that date. charitable trusts) in these activities. It has ensured that the A mobile workshop and ambulance bus has been provided to statement presentation. We believe that our audit provides a activities undertaken and the consequent donations made are the Sri. Bhagwan Mahaveer Viklang Sahayata Samiti, Jaipur. reasonable basis of our opinion. put to good use and follows up on the end result of the This bus is fully equipped with machinery and necessary initiative. Significant amounts have been donated to various apparatus required for manufacturing artificial limbs and We did not audit the financial statements of Rolta International For Khandelwal Jain & Co. charitable organizations in the matter of providing educational travels right up to the borders of the country, where our Chartered Accountants Inc. USA and its subsidiaries whose financial statements reflect facilities, medical facilities and improving the well-being and Jawans and other Civilians are provided on the spot Firm Registration No.105049W general care of orphans, physically challenged and economically attendance in the making of artificial limbs and fitting the total assets of Rs.395.94 crores as at 30th June 2010, total challenged children. same. This service gives confidence and new lease of life to revenue of Rs. 288.07 crores & cash outflow of Rs.5.07 crores physically challenged persons. for the year ended 30th June, 2010 and the financial statements Today, India needs a large number of professionals who are adept of Rolta UK Ltd, Rolta Saudi Arabia Ltd., Rolta Middle East FZ Shivratan Agarwal at understanding and harnessing Geospatial Technology for Assistance has been provided to the Blind Association of India, LLC, UAE, whose financial statements reflect total assets of Partner successfully designing and implementing nation building Mumbai for catering to the medical needs of its blind and Membership No. 104180 programs. As a part of its vision for education sector and to destitute students. Rolta has also provided computer systems for Rs.2.73 crores as at 31st March 2010, total revenue of Rs. provide employment for a large number of youth in the country, training the students and helping them secure their future. 107.39 crores & cash inflow of Rs.2.04 crores for the year ended the Min. of Human Resource Dev., Govt of India has initiated a 31st March, 2010. These financial statements and other new Vocational Training course in Geospatial Technology. To be a Rolta has provided assistance in the form of computer lab to Place: Mumbai financial information have been audited by other auditors Date: August 10, 2010 part of this vision for educational reforms in India, Rolta has Shri C. B. Gupta Vidyapeeth, Aligarh Mathura Road – UP, to partnered with Central Board of Secondary Education (CBSE) as train students of the college in the use of computers. whose reports have been furnished to us, and our opinion is the Resource Partner, for providing this Geospatial Technology based solely on the report of other auditors. Vocation Course, for XI & XII standard students. Rolta will provide Despite having undertaken these activities, Rolta understands that there is still so much more to do and much more that can be done. technical assistance, develop and create the curriculum, and also We report that the Consolidated Financial Statements have been impart advanced training to CBSE teachers across India. Rolta is committed to continue to work relentlessly, to ensure prepared by the Management of the Company in accordance As part of the curriculum, Rolta will provide Rolta Geomatica, improvement of general health, spread of non-formal education with the requirements of Accounting Standard 21 (AS) 21. one of the world’s best Geospatial Technology products, among all members in the community and the upliftment of the "Consolidated Financial Statements" and Accounting Standard 27 through which Indian students will be able to acquire better underprivileged strata of society.
80 81 Rolta India Limited and its Subsidiaries Rolta India Limited and its Subsidiaries Consolidated Balance Sheet Consolidated Profit And Loss Account As at 30th June 2010 (Amount in Rs.) For The Year Ended 30th June 2010 (Amount in Rs.) Schedules 30th June 2010 30th June 2009 Schedules 30th June 2010 30th June 2009
SOURCES OF FUNDS INCOME Shareholders' Funds Sale of IT Solutions & Services 15,326,704,454 13,728,128,951 Share Capital A 1,611,948,160 1,610,066,150 Other Income M 279,282,518 690,437,400 Reserves& Surplus B 14,479,253,626 12,805,565,539 Total 15,605,986,972 14,418,566,351 16,091,201,786 14,415,631,689 EXPENDITURE Loan Funds Secured Loans C 7,085,871,247 3,858,311,221 Material & Subcontracting Cost N 2,920,178,489 2,149,803,940 Unsecured Loan D 5,501,657,377 6,109,037,181 Manpower cost O 4,993,628,563 5,304,801,790 Deferred Tax Liability 424,175,711 478,949,574 Other expenses P 1,642,663,141 1,638,262,457 Minority interest 2,567,227 7,978,888 Interest Q 418,968,270 125,837,443 29,105,473,348 24,869,908,553 Depreciation / Amortisation E 2,679,103,180 1,867,124,318 APPLICATION OF FUNDS Total 12,654,541,643 11,085,829,948 Fixed Assets E Profit Before Tax 2,951,445,329 3,332,736,403 Gross Block 21,594,004,548 16,518,105,140 Less: Depreciation / Amortisation 5,014,214,609 4,047,484,069 Less : Provision For Taxation (Refer Note No 7 of schedule R) 405,523,720 401,849,359 Net Block 16,579,789,939 12,470,621,071 Profit After Tax 2,545,921,609 2,930,887,044 Add: Capital Work In Progress 2,428,457,430 2,793,142,947 Add : Minority Share in Losses 5,411,660 7,382,482 19,008,247,369 15,263,764,018 Profit For The Year 2,551,333,269 2,938,269,526 Goodwill Consolidation 2,960,507,340 3,009,800,561 Add : Balance brought forward from previous year 8,203,409,511 6,223,202,372 Investments F 550,971,805 354,171,135 Balance Available For Appropriation 10,754,742,780 9,161,471,898 Foreign Currency Monetary Item Appropriations Translation Difference Account 44,232,267 174,075,623 Deferred Tax Assets 71,078,193 72,177,642 FCCB Redemption Reserve (Refer Note No. 10.d of Schedule R) 1,380,000,000 - Current Assets, Loans And Advances Dividend Paid 42,372 111,605 a) Inventories G 38,774,295 104,523,579 Proposed Dividend 523,883,152 483,019,845 b) Sundry Debtors H 6,247,867,130 5,950,948,316 Income Tax on Proposed / Paid Dividend 88,678,519 86,356,941 c) Cash & Bank Balances I 503,501,952 1,375,760,604 Transfer to General Reserve 366,753,236 388,573,996 d) Other current assets J 197,007,144 136,175,453 Balance carried to balance sheet 8,395,385,501 8,203,409,511 e) Loans & Advances K 1,834,099,283 1,168,713,608 Earnings Per Share ( equity shares,par value Rs.10 each) 8,821,249,804 8,736,121,560 Less : Current Liabilities And Provisions L 2,350,813,430 2,740,201,986 Basic 15.84 18.25 Net Current Assets 6,470,436,374 5,995,919,574 Diluted 15.72 18.21 Total 29,105,473,348 24,869,908,553 (Refer Note No 13 of Schedule R) Significant Accounting Policies Significant Accounting Policies And Notes To Accounts R And Notes To Accounts R
The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account This is the Balance Sheet referred to in our report of even date This is the Profit & Loss Account referred to in our report of even date For and on behalf of Board of Directors For and on behalf of Board of Directors For Khandelwal Jain & Co. For Khandelwal Jain & Co. Chartered Accountants Chartered Accountants
Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Partner Chairman & Managing Director Director Director Partner Chairman & Managing Director Director Director M.No.104180 M.No.104180
Atul D. Tayal Hiranya Ashar Dharmesh Desai Atul D. Tayal Hiranya Ashar Dharmesh Desai Jt. Managing Director Director - Finance & Executive Vice President Jt. Managing Director Director - Finance & Executive Vice President Chief Financial Officer Legal & Company Secretary Chief Financial Officer Legal & Company Secretary
Mumbai, Mumbai, Mumbai, Mumbai, Date: August 10, 2010 Date: August 10, 2010 Date: August 10, 2010 Date: August 10, 2010
82 83 Schedules Forming Part of Consolidated Balance Sheet Schedules Forming Part of Consolidated Balance Sheet As At 30th June 2010 As At 30th June 2010 (Amount in Rs.) 30th June 2010 30th June 2009 SCHEDULE - E FIXED ASSETS (Amount in Rs.) SCHEDULE - A PARTICULARS GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK Opening Balance Additions Sale/Adjustment Closing Balance Up-to For the On Deduction/ Up-to As-at As-at SHARE CAPITAL 01.07.2009 during the year during the year 30.06.2010 30.06.2009 year Adjustment 30.06.2010 30.06.2010 30.06.2009 Authorised : Free Hold Land 109,934,579 - 1,310,699 108,623,880 - - - - 108,623,880 109,934,579 Lease Hold Land 79,499,753 - 88,704 79,411,049 12,607,747 1,793,345 43,483 14,357,609 65,053,440 66,892,006 250,000,000 (Previous Year 250,000,000) Equity Shares of Rs.10 each 2,500,000,000 2,500,000,000 Building 4,175,103,924 1,312,852,198 28,737,837 5,459,218,285 266,323,137 92,365,508 4,426,519 354,262,126 5,104,956,159 3,908,780,788 Computer Plant & 2,500,000,000 2,500,000,000 Machinery 10,444,262,597 2,295,284,610 1,840,572,069 10,898,975,138 3,487,162,357 2,354,411,987 1,667,154,594 4,174,419,750 6,724,555,388 6,957,100,240 Other Equipment 541,069,297 1,020,237,670 13,924,120 1,547,382,847 112,166,248 51,876,775 13,181,862 150,861,161 1,396,521,686 428,903,048 Issued, Subscribed & Paid up : Furniture & Fixtures 600,247,684 484,314,800 23,051,235 1,061,511,249 119,593,408 65,513,725 20,998,551 164,108,582 897,402,667 480,654,276 Vehicles 73,549,935 - 16,775,857 56,774,078 21,732,169 6,513,287 7,433,830 20,811,626 35,962,452 51,817,765 161,194,816 (Previous Year 161,006,615) Equity Shares of Rs.10 each fully paid up. 1,611,948,160 1,610,066,150 Sub Total 16,023,667,769 5,112,689,278 1,924,460,521 19,211,896,527 4,019,585,066 2,572,474,627 1,713,238,839 4,878,820,855 14,333,075,672 12,004,082,703 Intangible Assets (Refer Note No.8 of Schedule R ) Intellectual Property 1,611,948,160 1,610,066,150 Rights / Software 494,437,371 1,867,736,966 (19,933,684) 2,382,108,021 27,899,007 106,628,553 (866,194) 135,393,754 2,246,714,267 466,538,364 GRAND TOTAL 16,518,105,140 6,980,426,244 1,904,526,836 21,594,004,548 4,047,484,073 2,679,103,179 1,712,372,643 5,014,214,609 16,579,789,939 12,470,621,067 PREVIOUS YEAR 10,583,293,334 7,829,537,195 1,894,725,389 16,518,105,140 4,090,439,257 1,867,124,318 1,910,079,507 4,047,484,068 12,470,621,073 SCHEDULE - B (Amount in Rs.) RESERVES AND SURPLUS 30th June 2010 30th June 2009 Securities Premium Account As Per last Balance Sheet 2,577,045,870 2,821,829,199 SCHEDULE - F Add: Reversal of Premium on buyback of FCCBs 102,395,498 130,388,363 INVESTMENTS (Refer Note No. 10 of Schedule R) Current Investment (Non Trade) Add: Receipts on Exercise of Stock Option by Employees 11,496,127 7,127,462 Investment in Mutual Funds (Debt funds) 550,971,805 354,171,135 2,690,937,495 2,959,345,024 550,971,805 354,171,135 Less: Premium on Redemption of Bonds 335,861,995 382,299,154 Balance at the end of the year 2,355,075,500 2,577,045,870 Statutory Reserves (Refer Note No. 6 of Schedule R) 9,017,325 10,448,850 SCHEDULE - G Merger Reserve 5,126,203 5,490,003 INVENTORIES Translation Reserve (Refer Note No. 1.2 b (v) of Schedule R) 138,016,187 179,291,630 Software & Toolkits 38,774,295 104,523,579 General Reserve 38,774,295 104,523,579 As per last Balance Sheet 1,829,879,674 1,126,469,880 Add : Adjustment on adoption of Companies (Accounting Standards) Amnendment Rules 2009 - 314,835,798 SCHEDULE - H Add : Transfer from Profit & Loss Account 366,753,236 388,573,996 SUNDRY DEBTORS (Unsecured) Balance at the end of the year 2,196,632,910 1,829,879,674 Outstanding for a period exceeding 6 months FCCB Redemption Reserve (Refer Note No. 10. d of Schedule R) Considered Doubtful 116,599,888 46,593,146 As per last Balance Sheet -- Less: Provision for Doubtful Debts 116,599,888 46,593,146 Add : Transfer from Profit & Loss Account 1,380,000,000 - -- Balance at the end of the year 1,380,000,000 - Considered Good 1,971,606,339 2,802,773,575 Others (Considered Good) 4,276,260,791 3,148,174,741 Surplus in Profit & Loss Account 6,247,867,130 5,950,948,316 Balance Transferred from Profit & Loss A/c. 8,395,385,501 8,203,409,511 14,479,253,626 12,805,565,539 SCHEDULE - I CASH AND BANK BALANCES SCHEDULE - C SECURED LOANS Cash on Hand 900,293 1,026,023 External Commercial Borrowings / Foreign Currency Loans 4,652,620,657 2,537,110,000 Balances with Schedule banks in Rupee Term Loans 1,000,000,000 1,000,000,000 Current Accounts 343,189,257 226,712,761 Working Capital Borrowings From Banks 1,433,250,590 321,201,221 Dividend Accounts 44,096,739 50,478,154 7,085,871,247 3,858,311,221 Fixed Deposit Account 115,315,663 1,097,543,666 (Refer Note No. 9 of Schedule R) 503,501,952 1,375,760,604
SCHEDULE - D SCHEDULE - J UNSECURED LOANS OTHER CURRENT ASSETS Foreign Currency Convertible Bonds (FCCB) 4,505,754,000 5,346,600,300 Interest Accrued 2,789,643 81,412,934 Premium on Redemption of Bonds 995,903,377 762,436,881 Other Receivables 194,217,501 54,762,519 5,501,657,377 6,109,037,181 197,007,144 136,175,453 (Refer Note No. 10 of Schedule R)
84 85 Schedules Forming Part of Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account Consolidated Balance Sheet & Profit and Loss Account (Amount in Rs.) (Amount in Rs.) 30th June 2010 30th June 2009 For the year ended For the year ended 30th June 2010 30th June 2009 SCHEDULE - K SCHEDULE - O LOANS AND ADVANCES MANPOWER COST (Unsecured, considered good) Salaries, Wages & Bonus 4,763,442,029 5,112,236,611 Unbilled Revenues 939,583,591 731,599,483 Contribution to Provident and Other Funds 202,873,523 164,446,669 Advances, Security Deposits recoverable in cash or in kind or for value to be received 784,384,355 315,111,654 Gratuity 14,661,359 18,620,839 Welfare Expenses 12,651,652 9,497,671 Prepaid Expenses 110,131,337 122,002,471 4,993,628,563 5,304,801,790 1,834,099,283 1,168,713,608 SCHEDULE - P SCHEDULE - L OTHER OPERATING EXPENSES CURRENT LIABILITIES & PROVISIONS Electricity 70,178,428 78,763,957 CURRENT LIABILITES Repairs & Maintenance Sundry Creditors 221,084,714 584,869,101 - Buildings 10,403,654 14,896,536 Income Received in Advance 99,644,689 97,404,580 - Machinery 53,048,980 63,888,645 Advances from Customers 93,989,310 52,863,119 - Others Assets 25,537,978 23,547,038 Unclaimed Dividend 44,096,739 50,478,154 Rent 214,848,449 195,387,925 Rates & Taxes 20,859,158 15,310,717 Interest Accrued but not due on loans 76,896,996 8,202,990 Insurance 17,939,464 18,255,589 Other Liabilities 709,860,492 1,000,273,369 Advertisement 16,567,587 59,996,496 1,245,572,940 1,794,091,313 Sales Promotion 100,365,935 96,568,846 PROVISIONS Communication Expenses 104,847,121 105,840,341 Provision for Gratuity 74,512,336 52,861,371 Travelling & Conveyance 485,841,167 563,533,671 Provision for Leave Encashment 115,682,440 100,717,593 Printing & Stationery 22,258,167 30,761,245 Provision for Post-Sales client support and Warranties 1,160,007 4,659,691 Bank & Other Charges 52,170,530 37,533,290 Provision For Income Tax (Net of Advance Tax and inclusive of MAT Credit) 302,992,112 222,762,950 Auditors' Remuneration 12,731,218 6,754,336 Proposed Dividend 523,883,152 483,019,845 Directors' Sitting Fees 900,000 1,100,000 Legal & Professional Fees 154,202,565 103,353,875 Income Tax on proposed dividend 87,010,443 82,089,223 Loss on Sale of Fixed Assets 128,264,157 2,641,469 1,105,240,490 946,110,673 Provision for Bad & Doubtful Debts 81,738,715 30,897,768 2,350,813,430 2,740,201,986 Donation 537,000 278,025 Amortisation of foreign exchange fluctuation 41,727,455 136,505,466 For the year ended For the year ended Miscellaneous Expenses 27,695,413 52,447,222 30th June 2010 30th June 2009 1,642,663,141 1,638,262,457 SCHEDULE - M OTHER INCOME SCHEDULE - Q Interest (net) (TDS Rs.3,559,549/- Previous Year Rs. 36,109,444 /-) 37,843,451 89,112,888 INTEREST Dividend on Current Investment 36,040,161 91,080,275 On Fixed loans 305,334,893 125,837,443 Others 113,633,377 - Profit/(Loss) on Sale of Current Investment 501,776 4,464,693 418,968,270 125,837,443 Profit on buy back of FCCBs 3,267,600 250,230,851 (Refer Note No 10.c of Schedule R) SCHEDULE-R Exchange Difference Gain - 201,792,271 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS Miscellaneous Income 201,629,530 53,756,422 1.0. Background: 279,282,518 690,437,400 1.1. Overview: Rolta India Limited ("RIL" or the "Company"), a publicly held Company together with its subsidiaries Rolta International Inc., USA (RUS), Rolta SCHEDULE - N Middle East FZ LLC UAE (RME), Rolta Saudi Arabia Limited, Saudi Arabia (RSA), Rolta UK Limited, UK (RUK), Rolta Thales Limited (RTL) & MATERIAL & SUBCONTRACTING COST joint venture company Shaw Rolta Limited (SRL) (Collectively, 'the Group') is primarily engaged in the Engineering Design /GIS Solutions, a) Material & Subcontracting Cost 2,854,429,205 2,040,140,213 E-Business and other IT related services. b) (Increase) / Decrease in Stock in Trade Opening Stock 1.2 Basis of Consolidation: Software & Toolkits 104,523,579 214,187,306 a) Basis of Preparation of Financial statements Less : Closing Stock i) The Consolidated Financial Statements (CFS) have been prepared in accordance with the Accounting Standard 21 (AS-21), Software & Toolkits 38,774,295 104,523,579 "Consolidated Financial Statement" and Accounting Standard 27 (AS -27), "Financial Reporting of Interests in Joint Ventures" (INCREASE) / DECREASE IN STOCK IN TRADE 65,749,284 109,663,727 issued by the Institute of Chartered Accountants of India. 2,920,178,489 2,149,803,940 ii) The CFS includes the financial statements of Rolta India Ltd., all its Subsidiaries and Joint Venture Company. iii) The Financial Statements of the certain subsidiary companies used in the preparation of the CFS are drawn upto the same
86 87 Schedules Forming Part of Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account Consolidated Balance Sheet & Profit and Loss Account
reporting date of the company i.e. 30th June 2010. In case of other subsidiaries where the financial statements are not drawn up useful lives of fixed assets and intangible assets. Actual result could differ from these estimates. Difference between the actual results to the same reporting date as of the parent company, adjustments are made for significant transactions or other events that occur and estimates are recognised in the period in which the results are known/materialised. between the dates of the financial statements of the subsidiary and the parent company. c. Revenue Recognition iv) The information on subsidiary companies whose financial statements are consolidated is given below. i. Revenue from sale of solutions and services is recognized in accordance with the sales contract and when significant risks and Sr. No. Particulars Country of Incorporation Extent of Interest Financial Year rewards in respect of ownership are transferred to the customers. 1 Rolta International Inc. U.S.A 100% Subsidiary 01.07.2009 to 30.06.2010 ii. Revenue from customer-related long-term contracts is recognised by reference to the percentage of completion of the contract at the 2 Rolta Canada Ltd. Canada 100% Subsidiary of RUS 01.07.2009 to 30.06.2010 balance sheet date. Company's long term contracts specify a fixed price for the sale of license and installation of software solutions & 3 Rolta TUSC Incorporated U.S.A 100% Subsidiary of RUS 01.07.2009 to 30.06.2010 services and the related revenue is determined using the percentage of completion method. The percentage of completion is 4 Rolta Asia Pacific Pty Ltd. Australia 100% Subsidiary of RUS 01.07.2009 to 30.06.2010 calculated by comparing costs incurred to date with the total estimated costs of the contract. If the contract is considered profitable, it 5 Piocon Technologies Inc U.S.A 100% Subsidiary of RUS 01.07.2009 to 30.06.2010 is valued at cost plus attributable profits by reference to the percentage of completion. Any expected loss on individual contracts is 6 Rolta Saudi Arabia Ltd Saudi Arabia 75% Subsidiary 01.04.2009 to 31.03.2010 recognised immediately as an expense in the Profit & Loss Account. 7 Rolta Middle East FZ-LLC U.A.E 100% Subsidiary 01.04.2009 to 31.03.2010 iii. Income from maintenance contract is recognized proportionately over the period of the contract. 8 Rolta U. K. Ltd. U.K. 100% Subsidiary 01.04.2009 to 31.03.2010 9 Rolta Benelux B. V. Neatherlands 100% Subsidiary of RUK 01.04.2009 to 31.03.2010 iv. Dividend on investments held by the Company is accounted for as and when it is declared. 10 Rolta Deutschland GmbH Germany 100% Subsidiary of RUK 01.04.2009 to 31.03.2010 d. Fixed Assets, Intangibles, Depreciation, Amortisation and Capital Work in Progress (CWIP) 11 Rolta Thales Limited India 51% Subsidiary 01.07.2009 to 30.06.2010 I. In respect of Parent Company, its Indian Subsidiary and Joint Venture v) The Company does not have investments in Associates as defined in Accounting Standard - 23 (AS-23) "Accounting for Investments in i. All Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. Where Associates in Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India. the acquisition of fixed assets are financed through long term foreign currency loans, the exchange difference on such loans are vi) The Company's share in the assets, liabilities, income and expenses in the following jointly controlled entity is included in the CFS. added to or subtracted from the cost of such fixed assets. ii. The depreciation on fixed assets is provided on Straight Line Method (SLM), at the rates and in the manner specified in Schedule Name of JV Country of incorporation Share in JV XIV of the Companies Act, 1956 except for computer plant and its related equipments. Shaw Rolta Ltd. India 50% iii. In respect of Parent Company the depreciation on computer plant and its related equipment is provided on the Straight Line b) Principles of Consolidation: Method (SLM) over the economic useful life of assets, which is ascertained to be 4 years by the management. In case of the i) The Financial Statements of the Company & its subsidiary companies have been consolidated on a line-by-line basis by adding Subsidiary and Joint Venture in India the depreciation on computer is provided for on Written Down Value method at the rates together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and and in the manner specified in Schecule XIV of the Companies Act, 1956. transactions resulting in unrealized profits or losses. iv. Leasehold land is amortised over the period of lease. ii) The Financial Statements of joint venture has been combined by applying proportionate consolidation method on a line by line basis on v. Capital Work-in-Progress is stated at cost comprising of direct cost and related incidental expenditure. The advances given for items of assets, liabilities, income and expenses, after fully eliminating proportionate share of unrealized profits or losses. acquiring / construction of fixed assets are shown under CWIP. iii) The CFS have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are vi. Intangibles presented to in the same manner as the Company's separate financial statements except in respect of accounting policies of Intellectual Property Rights is amortised over a period of ten years. depreciation/amortisation and retirement benefit where it was not practicable to use uniform accounting policies in case of certain subsidiaries. The amount of impact is not material. Computer Software is amortised over a period of 4 years iv) The excess of cost to the Company of its investment in subsidiary company over the Company's portion of equity of the subsidiary as at the II. In respect of Foreign Subsidiaries date on which investment in subsidiary is made, is recognized in the financial statement as Goodwill. The excess of Company's share of Depreciation/AmortisationisprovidedoncostoftheassetonStraightLineMethodovertheestimatedusefullifeoftherespectiveasset. equity and reserve of the subsidiary company over the cost of acquisition is treated as Capital Reserve. v) In case of foreign subsidiaries revenue items have been consolidated at the average rate prevailing during the period. All assets and e. Impairment of Assets liabilities are converted at rates prevailing at the end of the period. The exchange difference arising out of translation is debited or The fixed assets are reviewed for impairment at each balance sheet date. In case of any such indication, the recoverable amount of credited to Foreign Currency TranslationReserve shown under Reserves and Surplus. these assets is determined, and if such recoverable amount of the asset or cash-generating unit to which the asset belongs is less vi) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group than its carrying amount, the impairment loss is recognized by writing down such assets to their recoverable amount. An in order to arrive at the net income attributable to the shareholders of the Company. impairment loss is reversed if there is change in the recoverable amount and such loss either no longer exists or has decreased. vii) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated Balance Sheet f. Investments separate from the liability and Equity of the Company's shareholders. Investments are classified into Current Investment and Long Term Investments. Current Investments are carried at lower of the cost 1.3 Investments other than in Subsidiary / Joint Venture have been accounted as per Accounting Standard 13 (AS-13) on "Accounting for and fair value. Long Term Investments are carried at cost. Provision for diminution is made only if, in the opinion of the management, Investments". such a decline is other than temporary. 2.0. Summary of Group's Significant Accounting Policies g. Inventories a. Basis of Preparation of Financial Statements Systems, Software, Peripheral and Spares are valued at lower of cost or net realisable value on first in first out basis. The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles ("GAAP") under the h. Foreign Currency Transactions historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards prescribed by the Companies i. Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. (Accounting Standards) Rules 2006 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision of an existing ii. All monetary foreign currency assets/liabilities are translated at the rates prevailing on the date of balance sheet. accounting standard requires a change in the accounting policy hitherto in use. iii. The exchange difference between the rates prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the end of the year (other than those relating to long term foreign currency monetary items) is b. Use of Estimates recognised as income or expense, as the case may be. The preparation of the financial statements in conformity with GAAP requires the management to make estimates and assumptions iv. Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the acquisition of fixed assets are added to or subtracted from the cost of such fixed assets and the balance is accumulated in 'Foreign financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions Currency Monetary Item TranslationDifference Account' and amortised over the balance term of the long term monetary item or for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the 31st March, 2011 whichever is earlier.
88 89 Schedules Forming Part of Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account Consolidated Balance Sheet & Profit and Loss Account
v. The premium / discount arising at the inception of the contract is amortised as expenses or income over the life of the contract. r. Other Accounting Policies vi. Gain /loss on cancellation or renewal of forward exchange contract are recognised as income or expenses for the period. These are consistent with the generally accepted accounting practices. i. Employee Benefits 3. Contingent Liabilities not provided for I. In respect of Parent Company, its Indian Subsidiary and Joint Venture ( Rs. in Lacs) 1. Short TermEmployee Benefits Particulars As at As at Short Term Employees Benefits are recognized as an expense at the undiscounted amount in the Profit and Loss Account of the 30.06.10 30.06.09 year in which the related services is rendered. i. B/G & B/D given by Bankers (including counter guarantees issued by them) 10,077.13 11,094.14 2. Post Employment Benefits ii. Letters of Credit issued by Bankers 372.47 478.17 iii. Contingent Liabilities not provided for: Nil 27.16 Provident Fund iv. Guarantee given to third party for office rentals Nil 5.82 The Company contributes monthly at a determined rate. These contributions are remitted to the Employee Provident Fund Commissioner office and are charged to Profit and Loss account on accrual basis. 4. Capital Commitments Gratuity ( Rs. in Lacs) The Company provides for gratuity (a defined benefit retirement plan) to all the eligible employees. The benefit is in the form of Particulars As at As at lump sum payments to vested employees on retirement, on death while in employment, or termination of employment for an 30.06.10 30.06.09 equivalent to 15 days salary payable for each completed year of service subject to a maximum of Rs. 10 Lacs. Vesting occurs on completion of five years of service. Liability in respect of gratuity is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. Estimated amount of contracts remaining to be executed on Capital Account Leave Encashment and not provided for (net of advances). 2,511.68 Nil Liability in respect of leave encashment is determined using the projected unit credit method with actuarial valuations as on the balance sheet date and gains/losses are recognized immediately in the profit and loss account. 5. In the case of the parent company, the outstanding balances as at 30th June, 2010 in respect of Sundry debtors, Creditors, Loans and Advances and Deposits are subject to confirmation from the respective parties and consequent reconciliation / adjustments arising there II. In respect of Foreign Subsidiaries from, if any. The management however, does not expect any material variation. The provision for retirement benefit is made in accordance with the local laws and regulations. 6. In accordance with Articles of Association of Rolta Saudi Arabia Ltd and the Regulations for Companies in the Kingdom of Saudi Arabia, the j. Borrowing Cost Companymaintainsastatutoryreserveequaltoonehalfofitssharecapital.Suchreserveisnotcurrentlyavailablefordistributiontotheshareholders. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs 7. Income Taxes are charged to revenue. a. In the current financial year, the Parent Company its Indian Subsidiary and Joint Venture, in addition to the provision made for the previous year ended 31st March, 2010, has estimated the Income Tax provision for the subsequent three months period ended 30th k. Earnings Per Share June, 2010, the ultimate liability for which will be determined on the basis of figures for the previous year ending 31st March, 2011. In accordance with the Accounting Standard 20 ( AS - 20) "Earnings Per Share" issued by the Institute of Chartered Accountants of India, basic / diluted earnings per share is computed using the weighted average number of shares outstanding during the period. b. The Parent Company has calculated its tax liability after considering Minimum Alternative Tax (MAT). The MAT liability can be carried forward and setoff against the future tax liabilities. Accordingly Rs.1,106.87 lacs (Previous year Rs.356.88 lacs) is carried forward and shown l. Income Tax under"ProvisionforIncomeTax(netofadvancetax&creditforMAT)"intheBalanceSheetason30thJune2010. In respect of Parent Company, its Indian Subsidiary and Joint Venture c. Income Tax Provision as at 30th June 2010 includes Rs.Nil (previous year Rs. 210.28 lacs) excess provision for earlier year written back, Income tax comprises of current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences Rs.5,709.06 lacs (previous year Rs.4,374.01 lacs) towards Current Income Tax, Rs.8.00 lacs (previous year Rs. 8.00 lacs) towards of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates Wealth Tax, Rs. 554.96 lacs (previous year Rs. 93.71 lacs) recognised and credited on account of Deferred Tax, Rs.Nil (previous year enacted or substantively enacted by the balance sheet date. The carrying amount of deferred tax asset / liability is reviewed at each Rs. 109.94 lacs) on account of Fringe Benefit Tax and Rs.1,106.87 lacs (previous year Rs. 356.88 lacs) towards MATcredit. balance sheet date. d. The break up of Deferred Tax Liability components as at 30.06.10 is as under: In respect of Foreign Subsidiaries ( Rs. in Lacs) In case of foreign subsidiaries the provision for income tax liability is made in accordance with the prevailing local laws of the Deferred Tax Liabilities / (Assets) Current Year Previous Year respective countries where the company is situated. a. Fixed Assets 5,410.72 5,347.57 m. Share/Bond Issue Expenses and Premium on Redemption of Bonds b. Others (1,211.69) (593.58) Share / Bond issue expenses and premium payable on redemption of bonds are written off to Securities Premium Account. c. Foreign Subsidiaries (668.05) (686.26) n. Warranty Cost Deferred Tax Liability Net 3,530.98 4,067.73 The Company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on the company's historical experience of material usage and service delivery cost. 8. Out of total 161,194,816 (P. Y. 161,006,615) Equity Shares :- o. Prior Period Items a. 15,537,662 (P.Y. 15,537,662) Equity Shares of Rs.10/- each have been allotted as fully paid up for consideration other than cash to the Priorperiodexpenses/incomeareaccountedundertherespectiveheads.Materialitems,ifany,aredisclosedseparatelybywayofanote. shareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd., Rolta Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., Rolta Consultancy Services Pvt. Ltd., persuant to Scheme of Amalgamation. p. Provisions & Contingent Liabilities The company creates a provision when there is a present obligation as a result of an obligating event that probably requires an outflow of b. 8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/- each have been allotted as fully paid up for consideration other than cash to the resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a shareholders of erstwhile Rolta Design and Conversion Services Limited, pursuant to Scheme of Arrangement. possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. c. 1,294,169 (P.Y.1,105,968) equity shares issued pursuant to Employee Stock Option Plan. q. Leases d. 16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/- each were issued by way of US $ Equity Issues represented by Global Operating Leases: Rental in respect of all operating leases are charged to Profit & Loss Account. Depository Receipts (GDR), at a price of US $ 5.60 per Share (inclusive of premium).
90 91 Schedules Forming Part of Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account Consolidated Balance Sheet & Profit and Loss Account
c. Recalculation of Opening and Closing Balances of Defined Benefit Obligation e. 80,136,523 (P.Y.80,136,523) Equity Shares, fully paid up have been issued as bonus shares by capitalization of Securities Premium. ( Rs. in Lacs) 9. a. The external commercial borrowing from Bank of India is secured by floating charge on current assets of the Parent Company and from Particulars Gratuity Leave Encashment Union Bank of India is secured by way of equitable mortgage on a specific fixed asset of the Parent Company. Foreign Currency Term Loan is secured by first hypothecation paripassu charge on current assets of the Company. Liability at the beginning of the period 528.61 1,007.18 (391.29) (687.60) b. Rupee term loan is secured by floating charge on the current assets of the Company. Interest Cost 42.29 80.57 c. Working Capital Loans are secured by paripassu charge on the current assets of the Company (including Receivables). (31.30) (55.01) Current Service Cost 96.01 251.85 10. a. The Parent Company on 28th June'2007 issued Zero Coupon Foreign Currency Bond (FCCB) aggregating to US $ 150 million at par. (92.60) (291.56) The bondholders have an option to convert these bonds in equity shares at an initial conversion price of Rs.368.70 (as adjusted by 1:1 Benefit Paid 38.90 325.47 (48.88) (192.39) bonus issue) per share at fixed exchange rate (Rs.40.75 = US$ 1.00) between August 08, 2007 and June 22, 2012. The conversion price Actuarial (Gain / Loss on Obligations) 8.32 142.69 will be subject to certain adjustment in certain circumstances as detailed in the Offering Circular (OC). (62.30) (165.39) Liability at the end of the period 636.32 1,156.82 The Bonds can be mandatorily converted into Shares, in whole but not in part, at the option of the Company on or at any time after 28 (528.61) (1,007.18) June 2008 but not less than seven business days prior to the maturity date at the conversion price and on the terms and conditions as defined in the OC. d. Actuarial assumption Further under certain condition, the Company has an option for early redemption of the bonds in whole but not in part unless previously converted, redeemed or repurchased or cancelled The Company will redeem the bonds at 139.391 percent of the principal Particulars June June amount on June 29, 2012. 30, 2010 30, 2009 b. The proceeds from the FCCB issue were utilized for the purpose for which the bonds were used i.e funding the capital expenditure, Discount Rate 8.00% 8.00% expansion of existing facilities, establishing new units, investment in subsidiary companies and for acquisition overseas. Rate of increase in Salary 5.00% 5.00% Rate of Return on Plan Assets 8.00% 8.00% c. In December 2009 (previous year in June 2009), the Company has bought back and cancelled 15,000 (previous year 38,310) FCCBs of the face value of US$ 1,000 each as per the approval / guidelines of Reserve Bank of India at a discount. Consequent to the buy back the Company has 12 Employee Stock Option Plan (ESOP) recognised a net gain of Rs. 32.68 lacs (previous year Rs. 2,502.31 lacs) on the said buyback, which is disclosed under 'Other Income' and has also reversed by crediting to Securities Premium Account the premium payable on redemption aggregating to Rs. 1,023.95 lacs (previous year The Parent Company has instituted various Employee Stock Option Plans. The Compensation Committee of the board evaluates the performance and Rs.1,303.88lacs)providedtill30thJune,2009(previousyear30thjune2008). othercriteriaofemployeesandapprovesthegrantoption.Theparticularsofoptionsgrantedundervariousplansareasbelow: ESOP 2003 d. The Company has created FCCBs Redemption Reserve amounting to Rs. 13,800 lacs as on 30th June, 2010 in accordance with On December 31, 2003, the Company granted 911,500 stock options out of the balance and lapsed stock options available under the Employee provision of section 117C (1) of the Companies Act 1956. Stock Options Plan (ESOP 2000). These options were granted at an exercise price of Rs. 111.35, which was the closing market price on the date 11. Employee Benefits of the grant of options. 25% of these options were available for exercise over a period of 4 years i.e at the end of 2nd, 3rd, 4th and 5th year after the grant of the options. Out of these options a total of 530,934 (previous year 457,409) options were exercised by eligible employees. 380,566 i. Disclosure relating to Employee Benefits in accordance with provision of Accounting Standard (AS)-15 in respect to Parent Company, (previous year 365,272) options had lapsed due to non-exercise of options and cessation of employment. The options and price are entitled for its Indian Subsidiary and Joint Venture (Previous Yearfigures are given in brackets) 1:1 bonus issue adjustment. This scheme has expired on December 31, 2009. ESOP 2006 a. Expenses recognised in the Statement of Profit & Loss A/c. for the year ended 30th June 2010 ( Rs. in Lacs) On April 24, 2006, the Company granted further 852,500 stock options out of additional 1,500,000 options made available for grant to eligible employees under the Employee Stock Options Plan 2005 (ESOP - 2005). These options were granted at an exercise price of Rs. 252.30, which Particulars Gratuity Leave Encashment was the closing market price on the date of the grant of options. The first 75% of these options became available for exercise on April 24, 2008 Current Service Cost 96.01 251.85 (50%) and April 24, 2009 and balance 25% became available for exercise on April 24, 2010. Out of these options a total of 224,913 (previous year (92.60) (291.56) 204,335) options were exercised by eligible employees and 260,749 (previous year 204,500) options lapsed due to cessation of employment. The Interest Cost 42.29 80.57 options and price are entitled for 1:1 bonus issue adjustment. The outstanding options as on June 30, 2010 are 366,838 (previous year 443,663). (31.30) (55.01) Expected return on plan Asset -- -- ESOP 2007 (-) (-) On April 24, 2007, the Company granted further 1,427,500 stock options out of the balance and lapsed stock options available under the Net actuarial (gain) loss recognised in the year 8.32 142.69 Employee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock Options Plan 2007 (ESOP 2007). These options were granted at an (62.30) (165.39) exercise price of Rs. 419.70, which was the closing market price on the date of the grant of options. The first 50% of these options had become Expenses Recognised in the income statement 146.61 475.11 available for exercise on April 24, 2009 and one option if exercised is convertible into two-equity shares. Out of the options granted 225,000 (186.21) (511.96) (previous year 161,250) options lapsed on account of cessation of employment and 1,065,000 (previous year 245,000) options lapsed on account of surrender of options granted as per the provisions of ESOP Plan amended on 15/06/2009 vide approval given by shareholder by Postal Ballot. On 23rd July 2007 125,000 Options were granted out of ESOP Plan 2007, at an exercise price of Rs.481.45, which was the closing market price b. Net Receipt / Liability Recognised in the Balance Sheet ( Rs. in Lacs) on the date of grant of Options. The said 125,000 (previous year nil) options lapsed on account of surrender. The outstanding options as on June 30, 2010 are 137,500 (previous year 1,146,250).The options and price are entitled for 1:1 bonus issue adjustment. Particulars Gratuity Leave Encashment ESOP 2008 Opening net liability 528.61 1,007.18 On January 31, 2008, the Company granted 125,000 stock options out of the balance and lapsed stock options available under the Employee (391.29) (687.60) Stock Options Plan 2007 (ESOP 2007). These options were granted at an exercise price of Rs. 232.15, which was the closing market price on the Expense as above 146.61 475.11 (186.21) (511.96) date of the grant of options. The said 125,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on Contribution paid 38.90 325.47 15/06/2009 (approval given by shareholders through Postal Ballot). The outstanding options as on June 30, 2010 is NIL (previous year 125,000). (48.88) (192.39) On 30th April 2008, the Company granted 300,000 stock options out of the balance and lapsed stock options available under the Employee Closing net Liability 636.32 1,156.82 Stock Options Plan 2007 (ESOP 2007). These options were granted at an exercise price of Rs.339.35, which was the closing price as on the date (528.61) (1,007.18) of the grant of options. Out of the above options granted 150,000 (previous year 150,000) options lapsed on account of cessation of employment
92 93 Schedules Forming Part of Schedules Forming Part of Consolidated Balance Sheet & Profit and Loss Account Consolidated Balance Sheet & Profit and Loss Account
and 100,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on 15/06/2009 (approval given by 15. As required by Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Institute of shareholders through Postal Ballot). The outstanding options as on June 30, 2010 are 50,000 (previous year 150,000). Chartered Accountants of India the disclosure with respect to provision for warranty and maintenance expenses is as follows: On June 27, 2008, the Company granted 1,455,500 stock options out of the balance and lapsed stock options available under the Employee Stock Options Plan 2007 (ESOP - 2007) and Employee Stock Options Plan 2008 (ESOP 2008). These options were granted at an exercise price of (Rs. in Lacs) Rs.261.75, which was the closing price as on the date of the grant of the options. One option if exercised is convertible into one-equity share. 2009-10 2008-09 Out of the options granted 95,000 (previous year 42,500) options lapsed on account of cessation of employment and 1,347,500 (Previous year a. Amount at the beginning of the year 46.59 96.97 180,000) options lapsed on account of surrender of options granted as per the provisions of ESOP Plan amended on 15/06/2009 vide approval b. Additional provision made during the year 11.60 46.59 given by shareholder by Postal Ballot. The outstanding options as on June 30, 2010 are 13,000 (previous year 1,233,000). c. Amount used 15.82 22.80 On November 3, 2008, the Company granted further 120,000 stock options out of the balance and lapsed stock options available under the Employee d. Unused amount reversed during the year 30.77 74.17 Stock Options Plan 2008 (ESOP - 2008). These options were granted at an exercise price of Rs.191.70, which was the closing price as on the date of e. Amount at the end of the year 11.60 46.59 the grant of the options. The first 50% of these options shall become available for exercise on 03/11/2010 and one option if exercised is convertible into one-equity share. The said 120,000 (previous year nil) options were surrendered as per the Provisions of ESOP Plan amended on 15/06/2009 16. Related Party Disclosures (approval given by shareholders through Postal Ballot). The outstanding options as on June 30, 2010 are NIL (previous year 120,000). i. List of Related Parties and relationships a Key Management Personnel / Directors ESOP 2009 Mr. K K Singh Chairman & Managing Director On August 10, 2009, the Company granted further 5,989,500 stock options out of the balance and lapsed stock options available under the Mr.ADTayal Jt. Managing Director Employee Stock Options Plan 2007 (ESOP 2007) and surrendered options under Employee Stock Option Plans 2007 & 2008. These options Dr. Aditya Singh Jt. Managing Director (upto 31.01.2010) were granted at an exercise price of Rs. 145.15, which was the closing market price on the date of the grant of options. The first 25% of these Mr. A P Singh Jt. Managing Director options shall become available for exercise on 10/08/2010. Out of the options granted 59,500 options lapsed on account of cessation of . Mr. Hiranya Ashar Director Finance & Chief Financial Officer employment. The outstanding options as on June 30, 2010 are 5,930,000 Mr. Ben Eazzetta Director & President International Operations On September 23, 2009, the Company further granted 15,000 stock options out of the balance and lapsed stock options available under the b Enterprises over which significant influence exercised by Key Management Personnel / Directors Employee Stock Options Plan 2009 (ESOP 2009). These options were granted at an exercise price of Rs.174.15, which was the closing price as Rolta Limited Company controlled by Mr. K K Singh on the date of the grant of options. The first 25% of these options shall become available for exercise on 23/09/2010. The outstanding options as Rolta Properties Pvt. Ltd Company controlled by Mr. K K Singh on June 30, 2010 are 15,000. Rolta Resources (P) Ltd Company controlled by Mr. K K Singh Rolta Holding & Finance Corporation Ltd Company controlled by Mr. K K Singh On January 29, 2010, the Company further granted 120,000 stock options out of the balance and lapsed stock options available under the Kanga & Company Solicitors Firm in which Mr. K R Modi, Director of the Company, is a Partner Employee Stock Options Plan 2009 (ESOP 2009). These options were granted at an exercise price of Rs.204.70, which was the closing price as Lanier Ford Shaver & Payne P.C Law firm in which Mr. John R Wynn, an Officer of Rolta U.S. is a legal counsel on the date of the grant of options. The first 25% of these options shall become available for exercise on 29/01/2011 Out of the options granted c Associates 20,000 options lapsed on account of cessation of employment. The outstanding options as on June 30, 2010 are 100,000. Stone & Webster Ltd. Joint Venture partner in Shaw Rolta Ltd. Mashail Al-Khaleej Minority shareholder in Rolta Saudi Arabia Limited 13. Earning Per Share - EPS ii. Disclosures required for related parties transactions (Rs. in Lacs) EPS is calculated by dividing the profit attributable to the equity shareholders by the average number of equity shares outstanding Transactions Associates Key Management Enterprises over which significant Total during the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below. Personnel influence exercised by Key Mgmt. Personnel For the Year ended For the Year ended June 30, 2010 June 30, 2009 I Transactions during the year Sale of Goods/ Services 3,127.50 3,127.50 1. Net Profit artributable to Equity Shareholders 2,551,333,269 2,938,269,526 (4,319.34) (4,319.34) 2. Weighted Avg. Number of Equity Shares (Nos.)/basic EPS 161,095,220 160,958,594 Dividend 50.00 50.00 EPS (Rs.) basic 15.84 18.25 3. Weighted Avg. Number of Equity Shares of diluted EPS 162,260,879 161,351,080 Reimbursements 370.90 370.90 EPS (Rs.) diluted 15.72 18.21 (6,13.94) (1,700.00) (2,313.94) Lease Rent/Maintenance/Business Centre Fees 1081.32 1,081.32 (734.84) (734.84) Reconciliation of weighted average nos of equity shares outstanding during the period. Technical Fees 1,723.22 1,723.22 (1,818.62) (1,818.62) For the Year ended For the Year ended Professional Fees 122.04 122.04 June 30, 2010 June 30, 2009 (260.09) (260.09) Weighted Nos of shares for Basic Earnings per share 161,095,220 160,958,594 Remuneration incl Commission 1,593.09 1,593.09 (2,018.37) (2,018.37) Adjusted on account of ESOPs 1,165,659 392,486 Weighted Nos of shares for Diluted Earnings per share 162,260,879 161,351,080 II Amounts Receivable 292.58 292.58 (789.57) (4.46) (794.03) Amounts Payable 151.08 1,007.48 61.91 1,220.47 14. Thefutureobligationonaccountofnon-cancellableOperatingLeasepayableaspertherentalstatusinrespectiveagreementareasfollows: (136.86) (1,257.71) (73.81) (1,468.38) (Rs. in Lacs) Refundable Security Deposit 2,523.91 2,523.91 (2,544.89) (2,544.89) 2009-10 2008-09 Upto 1 year 1,579.32 1,494.50 Notes: Later than 1 years not later than 5 years 1,745.98 1,882.60 a) Related party relationship is as identified by the group on the basis of information available. Later than 5 years 1,016.62 NIL b) No amount has been written off or written back during the year in respect of debts due from or to related parties. Total 4,341.92 3,377.10 c) The group has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures have been made and the board considers such transactions to be in normal course of business and at rates agreed between the parties.
94 95 Schedules Forming Part of Consolidated Cash Flow Statement Consolidated Balance Sheet & Profit and Loss Account For the Year Ended 30th June 2010 (Amount in Rs.) 17. Segment Reporting 30th June 2010 30th June 2009 a. In accordance with the requirement of Accounting Standard - 17 (AS 17) "Segment Reporting" issued by the Institute of Chartered Accountants of India, the company reviewed its activities in various IT Related solutions and services and identified following three A. CASH FLOW FROM OPERATING ACTIVITIES: distinguishable Business activities as Primary Segments Net Profit after tax and extraordinary items 2,545,921,609 2,930,887,044 i. Enterprise Geospatial and Defense Solutions, Adjustments for : ii. Enterprise Design and Operation Solutions Depreciation 2,679,103,180 1,867,124,318 iii. Enterprise IT Solutions Interest expenses 418,968,270 125,837,443 The disclosure requirement as per Accounting Standard 17 is as under Interest income (37,843,451) (89,112,888) (Rs. in Lacs) Dividend income (36,040,161) (91,080,275) Particulars June 30, 2010 June 30, 2009 Provision For Tax 405,523,720 401,849,359 Provision for Retirement Benefit - 228,915 Segment Revenue Bad debts & Provision for Doubtful Debts 81,738,715 30,897,768 Enterprise Geospatial and Defense Solutions 76,230.73 61,954.97 Profit on Sale of Investment (net) (501,776) (4,464,693) Enterprise Design and Operation Solutions 39,247.04 39,153.12 Profit On Repurchase Of FCCB (3,267,600) (250,230,851) Enterprise IT Solutions 37,789.27 36,173.20 Loss on Sale of Asset (net) 128,264,157 2,641,469 Less: Inter Segment revenue - - Amortisation of foreign exchange fluctuation 41,727,455 136,505,466 Net revenue from operations 153,267.04 137,281.29 Exchange difference adjustment(net) (89,454,947) 42,421,210 Segment Profit/(loss) before tax, interest & depreciation 3,588,217,562 2,172,617,241 Enterprise Geospatial and Defense Solutions 37,383.85 26,210.22 Operating Profit Before Working Capital Changes 6,134,139,172 5,103,504,285 Enterprise Design and Operation Solutions 15,459.85 14,873.09 Adjustments for : Enterprise IT Solutions 4,858.64 5,269.29 Trade and other receivables (1,184,829,343) (21,764,796) Inventories 65,749,284 109,663,727 TOTAL 57,702.34 46,352.60 Trade payables (587,278,035) (1,239,314,562) Add: Other Income (not allocable) 2,792.83 6,904.37 (1,706,358,094) (1,151,415,631) Less: Interest (not allocable) 4,189.68 1,258.37 CASH GENERATED FROM OPERATIONS 4,427,781,078 3,952,088,654 Less: Depreciation (not Allocable) 26,791.03 18,671.24 Direct taxes paid (net of refunds) (378,968,972) (349,410,791) Total Profit before Tax 29,514.45 33,327.36 (378,968,972) (349,410,791) NET CASH FROM OPERATING ACTIVITIES 4,048,812,106 3,602,677,863 B. CASH FLOW FROM INVESTING ACTIVITIES b. Secondary segment report is based on Geographical locations. Revenue Attributable to different geographical segment is as follows: Purchase of fixed assets (including CWIP) (4,748,003,761) (7,638,595,121) (Rs. in Lacs) Sale of Fixed Assets 63,890,036 4,052,317 Sale / purchase of Investment (net) (196,298,894) 2,466,547,015 Geographical segments June 30, 2010 June 30, 2009 Interest received 116,466,742 105,096,129 Dividend Received from Mutual Funds 36,040,161 91,080,275 India 90,586.44 75,572.89 Consideration towards Acquisition / Intangibles (1,898,603,407) (1,429,979,461) Rest of the World 62,680.60 61,708.40 NET CASH USED IN INVESTING ACTIVITIES (6,626,509,123) (6,401,798,846) Total 153,267.04 137,281.29 C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Secured Loan 3,316,895,823 3,848,118,010 Note on segment information: Segmental Capital Employed: Fixed assets used in the company's business or liabilities contracted have Repayment of Secured Loan - (2,434,115) Dividend and Dividend Tax Paid (573,200,931) (576,021,142) not been identified to any of the reportable segments. The company believes that it is currently not practicable to provide segment Repurchase of FCCB's (701,360,400) (1,583,668,849) disclosures relating to total assets and liabilities. Interest paid (350,274,264) (117,634,453) 18. The previous year's figures are regrouped, rearranged & reclassified, wherever necessary. Proceeds from issue of Share Capital (includes share premium) 13,378,137 8,218,102 NET CASH FROM FINANCE ACTIVITIES 1,705,438,365 1,576,577,553 NET INCREASE IN CASH & CASH EQUIVALENTS (872,258,652) (1,222,543,430) CASH & CASH EQUIVALENTS(OPENING BALANCE) 1,375,760,604 2,598,304,034 As per our report of even date For and on behalf of Board of Directors CASH & CASH EQUIVALENTS(CLOSING BALANCE) 503,501,952 1,375,760,604 For Khandelwal Jain & Co. Chartered Accountants 1) Cash & cash equivalents consists of cash on hand and balances with banks. 2) Figures for the previous years have been regrouped/re-cast wherever necessary. This is theCash Flow referred to in our report of even date For and on behalf of Board of Directors For Khandelwal Jain & Co. Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Chartered Accountants Partner Chairman & Managing Director Director Director M.No.104180 Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Partner Chairman & Managing Director Director Director M.No.104180 Atul D. Tayal Hiranya Ashar Dharmesh Desai Jt. Managing Director Director - Finance & Executive Vice President Chief Financial Officer Legal & Company Secretary Atul D. Tayal Hiranya Ashar Dharmesh Desai Mumbai, Mumbai, Jt. Managing Director Director - Finance & Executive Vice President Date: August 10, 2010 Date: August 10, 2010 Chief Financial Officer Legal & Company Secretary
Mumbai, Mumbai, Date: August 10, 2010 Date: August 10, 2010 96 97 Rolta India Limited and its Subsidiaries Rolta India Limited and its Subsidiaries Consolidated Balance Sheet in US $ Consolidated Profit And Loss Account in US $ As at 30th June 2010 (Amount in US $) For the year ended 30th June 2010 (Amount in US $) 30th June 2010 30th June 2009 30th June 2010 30th June 2009
SOURCES OF FUNDS INCOME SHAREHOLDERS' FUNDS Sale of IT Solutions & Services 328,899,237 286,779,381 Share Capital 34,591,162 33,634,137 Other Income 5,993,187 14,423,175 Reserves & Surplus 310,713,597 267,507,114 TOTAL 334,892,424 301,202,556 345,304,759 301,141,251 LOAN FUNDS EXPENDITURE Secured Loans 152,057,323 80,599,775 Material & Subcontracting Cost 62,664,774 44,909,211 Unsecured Loan 118,061,317 127,617,238 Manpower cost 107,159,411 110,816,833 DEFERRED TAX LIABILITY 9,102,483 10,005,214 Other expenses 35,250,282 34,223,156 MINORITY INTEREST 55,091 166,678 Interest 8,990,735 2,628,733 TOTAL 624,580,973 519,530,156 APPLICATION OF FUNDS Depreciation / Amortisation 57,491,485 39,004,059 FIXED ASSETS TOTAL 271,556,688 231,581,992 Gross Block 463,390,656 345,061,734 PROFIT BEFORE TAX 63,335,737 69,620,564 Less: Depreciation / Amortisation 107,601,172 84,551,579 Less : Provision For Taxation 8,702,226 8,394,597 Net Block 355,789,484 260,510,155 PROFIT AFTER TAX 54,633,511 61,225,967 Add: Capital Work In Progress 52,112,821 58,348,505 407,902,305 318,858,660 Add : Minority Share in Losses 116,130 154,219 GOODWILL 63,530,200 62,874,463 PROFIT FOR THE YEAR 54,749,641 61,380,186 INVESTMENTS 11,823,429 7,398,603 Add : Balance brought forward from previous year 176,038,831 130,002,139 FOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNT 949,190 3,636,424 BALANCE AVAILABLE FOR APPROPRIATION 230,788,472 191,382,325 DEFERRED TAX ASSETS 1,525,283 1,507,784 APPROPRIATIONS CURRENT ASSETS, LOANS AND ADVANCES FCCB Redemption Reserve 29,613,734 - a) Inventories 832,066 2,183,488 b) Sundry Debtors 134,074,402 124,314,776 Dividend Paid 909 2,331 c) Cash & Bank Balances 10,804,763 28,739,515 Proposed Dividend 11,242,128 10,090,241 d) Other current assets 4,227,621 2,844,693 Income Tax on Proposed / Paid Dividend 1,902,973 1,803,989 e) Loans & Advances 39,358,354 24,414,323 Transfer to General Reserve 7,870,241 8,117,276 189,297,206 182,496,795 BALANCE CARRIED TO BALANCE SHEET 180,158,487 171,368,488 LESS : CURRENT LIABILITIES AND PROVISIONS 50,446,640 57,242,573 EARNINGS PER SHARE ( equity shares,par value Rs.10 each) NET CURRENT ASSETS 138,850,566 125,254,222 Basic 0.34 0.38 TOTAL 624,580,973 519,530,156 Diluted 0.34 0.38
For and on behalf of Board of Directors For and on behalf of Board of Directors For Khandelwal Jain & Co. For Khandelwal Jain & Co. Chartered Accountants Chartered Accountants
Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Partner Chairman & Managing Director Director Director Partner Chairman & Managing Director Director Director M.No.104180 M.No.104180
Atul D. Tayal Hiranya Ashar Dharmesh Desai Atul D. Tayal Hiranya Ashar Dharmesh Desai Jt. Managing Director Director - Finance & Executive Vice President Jt. Managing Director Director - Finance & Executive Vice President Chief Financial Officer Legal & Company Secretary Chief Financial Officer Legal & Company Secretary Mumbai, Mumbai, Mumbai, Mumbai, Date: August 10, 2010 Date: August 10, 2010 Date: August 10, 2010 Date: August 10, 2010
1. The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national currency of 1. The Consolidated financial statements of the Company and its subsidiaries have been prepared in Indian Rupees, the national currency of India, based on a line-by-line consolidation after eliminating all inter company balances and transactions. India, based on a line-by-line consolidation after eliminating all inter company balances and transactions. 2. All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2010 of 2. All conversions from Indian Rupees ('Rs.') to U.S.dollars ('U.S.$') are made on the basis of exchange rate prevailing on 30th June, 2010 of Rs. 46.60 = U.S.$ 1.00 (Last YearRs. 47.87 = U.S.$ 1.00). Rs. 46.60 = U.S.$ 1.00 (Last YearRs. 47.87 = U.S.$ 1.00).
98 99 Section 212 Independent Auditors' Report (IFRS)
Statement pursuant to Section 212 of the Companies Act 1956 Relating to Subsidiary Companies Rolta Rolta Rolta Piocon Rolta Rolta Rolta Rolta Rolta Rolta Rolta To Interna- Canada TUSC Inc. ** Technologies Asia Pacific Saudi Arabia Middle UK Benelux Deutschland Thales Ltd., tional Inc. Ltd ** Inc ** Pty Ltd** Limited East FZ LLC Limited B V * GmbH The Board of Directors of Germany * 1 Financial year of the subsidiary Company ended on 30.06.10 30.06.10 30.06.10 30.06.10 30.06.10 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10 Rolta India Limited Holding Company's Interest 100% 100% 100% 100% 100% 75% 100% 100% 100% 100% 51% 2 Number of shares held by the holding co 280000 10000001 37500000 2000 52055 1125 500 2367000 30000 50000 2550000 in the subsidiary Common Common Common Common Common Shares of Share of Ordinary Ordinary Ordinary Eq. Shares Shares of Shares of Shares of Shares of Shares of Saudi UAE (AED) Shares of Shares of Shares of of Rs.10 US $ 100 US $ 1 US $ 0.001 $ 1 each AUD $ 1 Riyal (SR) 1000 each₤ 1 each Euro Euro 1 each each each each ( held each ( held ( held by each ( held 1000 each 45.38 ( held by We have audited the accompanying consolidated financial entity's internal control. An audit also includes evaluating the by Rolta by Rolta Rolta by Rolta each Rolta UK Internat- Internat- Internat- Internat- (held by Ltd) statements of Rolta India Limited ('Rolta' or 'the Company') and appropriateness of accounting policies used and the ional Inc) ional Inc) ional Inc) ional Inc) Rolta UK Ltd) its subsidiaries (together referred to as 'the Group'), which reasonableness of accounting estimates made by management, as 844420 76650 Preference Preference well as evaluating the overall presentation of the financial Shares of Shares of comprise of consolidated balance sheet as at 30 June 2010, the US $ 100 ₤ 100 each statements. We believe that the audit evidence we have obtained each consolidated statement of income, the consolidated statement is sufficient and appropriate to provide a basis for our audit Local / Reported Currency US$ CAN$ US$ US$ AUD$ SR AED UK₤ Euro Euro INR of changes in shareholders' equity and the consolidated Exchange Rate: opinion. Average exchange rate for the year 46.6767 44.2252 46.6767 46.6767 41.1581 12.7246 12.9851 75.8835 67.1379 67.1379 1.0000 statement of cash flows for the year then ended, and a summary Closing exchange rate for the year 46.6000 44.4657 46.6000 46.6000 39.9222 12.0231 12.2633 68.0328 60.7533 60.7533 1.0000 3 The net aggregate amount of the Subsidiary's profits of significant accounting policies and other explanatory notes. (Losses) so far as it concerns members of the Holding Company and is not dealt with in the Opinion Holding Company's accounts i) For the financial year of the subsidiary (Amount in local / reported currency) (7884721) (3,665,025) (5670617) 715045 (716031) (59090) (13234538) (1446145) (470332) 277090 (6683720) Management's Responsibility for the Financial Statements We did not audit the financial statements of certain subsidiaries (Amount Rs. in Lacs) (3,680.32) (1,620.86) (2,646.85) 333.76 (294.70) (7.52) (1,718.52) (1,097.39) (315.77) 186.03 (66.84) ii) For the previous financial years of the subsidiary Management is responsible for the preparation and fair and joint ventures, whose financial statements reflect total assets since it became the Holding Company's subsidiary (Amount in local / reported currency) (26,549,975) 175,228 623210 1242840 (1553048) (11732140) (18617045) (7690074) (4429854) (1009840) (15385013) presentation of these financial statements in accordance with of Rs. 5,586,234 thousand as at June 30, 2010, total revenue of (Amount Rs. in Lacs) (12,372.29) 77.92 290.42 579.16 (620.01) (1,410.57) (2,283.06) (5,231.77) (2,691.28) (613.51) (153.85) International Financial Reporting Standards. This responsibility Rs. 4,277,131 thousand and cash out flow of Rs. 34,377 4 Net aggregate amounts of the profits/ (losses) of the subsidiary dealt with in the Company's accounts includes: designing, implementing and maintaining internal thousand for the year then ended. The financial statements and i) For the financial year of the subsidiary NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL ii) For the previous financial years of the subsidiary control relevant to the preparation and fair presentation of other financial information of these subsidiaries and joint since it became the Holding Company's subsidiary NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL financial statements that are free from material misstatement, ventures have been audited by other auditors whose reports 5 Changes in the interest of Rolta India Limited in NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL the subsidiary companies between the end of the have been furnished to us, and our opinion is based solely on financial year of the subsidiary companies and that whether due to fraud or error; selecting and applying of Rolta India Limited. appropriate accounting policies; and making accounting the report of those other auditors. 6 Material changes between the end of the financial Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL Rs. NIL year of the subsidiary companies and the end of the estimates that are reasonable in the circumstances. financial year of Rolta India Limited, in respect of the Subsidiary company’s fixed assets, investments, We report that the consolidated financial statements have been lending and borrowing for the purposes other than meeting their current liabilities. Auditors' Responsibility prepared by Rolta's management in accordance with the * Subsidiaries of Rolta UK Limited: ** Subsidiary of Rolta Intl Inc. USA. Amount (Rs. in Lacs) requirements of International Accounting Standard 27, Subsidiary Issued & Reserves Total Assets Total Turnover Profit / Provision Profit / Proposed Our responsibility is to express an opinion on these financial subscribed share Liabilities (Loss) before for Taxation (loss) after Dividend Consolidated Financial Statements and Accounting for capital including Taxation Taxation statements based on our audit. We conducted our audit in Preference Share Capital Investments in Subsidiaries and International Accounting Rolta International Inc 52,397.97 (16,046.57) 46,090.93 9,739.53 4,127.09 (3,680.32) - (3,680.32) -- accordance with International Standards on Auditing. Those Rolta Canada Ltd 4,446.58 (1,551.76) 3,702.21 807.40 1,595.43 (1,620.86) - (1,620.86) -- Standard 31, Financial Reporting of Interests in Joint Ventures, Rolta TUSC Ltd 17.48 (886.68) 8,907.75 9,776.96 19,940.34 (2,488.75) 158.10 (2,646.85) -- standards require that we comply with ethical requirements and Piocon Technologies Inc 694.26 745.38 1,727.20 287.56 3,477.94 333.76 - 333.76 -- issued by the International Accounting Standards Board. Rolta Asia Pacific Pty Ltd 20.78 (905.87) 20.76 905.84 75.34 (294.70) - (294.70) -- plan and perform the audit to obtain reasonable assurance Rolta Saudi Arabia Ltd 180.35 (1,372.58) 772.26 1,964.50 1,200.55 (7.52) - (7.52) -- Rolta Middle East FZ-LLC 61.32 (3,906.06) 3,833.65 7,678.38 2,447.14 (1,718.52) - (1,718.52) -- whether the financial statements are free from material Rolta UK Ltd 6,825.05 (6,215.63) 4,549.93 3,940.51 3,794.64 (1,097.39) - (1,097.39) -- Rolta Benelux B.V 827.06 (2,977.02) 282.27 2,432.23 860.17 (315.77) - (315.77) -- misstatement. In our opinion, the financial statements give a true and fair view Rolta Deutschland GmBh 30.38 (445.17) 600.24 1,015.03 2,392.22 186.03 - 186.03 -- Rolta Thales Limited 500.00 (432.72) 143.22 75.94 14.62 (131.05) - (131.05) -- of the financial position of the Group as at June 30, 2010, and of Note: its financial performance and the changes in the shareholder's 1) Balance Sheet Items are converted into Indian Rupee by applying closing exchange rate 2) Revenue Items are converted into Indian Rupee by applying average exchange rate An audit involves performing procedures to obtain audit equity and its cash flows for the year then ended in accordance For and on behalf of Board of Directors evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's with International Financial Reporting Standards. judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud K K Singh R.R .K umar K.R.Modi Chairman & Managing Director Director Director or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit Grant Thornton Mumbai Mumbai, Atul D. Tayal Hiranya Ashar Dharmesh Desai procedures that are appropriate in the circumstances, but not for Date: August 10, 2010 Jt. Managing Director Director - Finance & Executive Vice President the purpose of expressing an opinion on the effectiveness of the Date: August 10, 2010 Chief Financial Officer Legal & Company Secretary
100 101 Consolidated Financial Statements prepared in accordance with IFRS Consolidated Financial Statements prepared in accordance with IFRS Consolidated Balance Sheet Consolidated Statement of Comprehensive Income (All amounts in thousands of Indian Rupees, unless otherwise stated) (All amounts in thousands of Indian Rupees, unless otherwise stated)
ASSETS Notes 30th June 2010 30th June 2009 Notes Year Ended Year Ended 30th June 2010 30th June 2009 Current Revenues Operating revenue Q 15,326,704 13,728,129 Cash and cash equivalents D 459,405 1,324,661 Total 15,326,704 13,728,129 Restricted cash E 44,097 51,099 Expenses Materials consumed S 2,920,179 1,967,941 Short term marketable securities (available for sale) 552,012 354,171 Employee costs T 5,076,083 5,323,236 Other expenses 1,622,654 1,704,662 Accounts receivables, net F 6,247,867 5,950,948 Depreciation and amortization 2,907,262 2,089,503 Total 12,526,178 11,085,342 Inventories G 38,774 104,524 Operating profit 2,800,526 2,642,787 Other current assets H 2,096,160 1,321,693 Other income R 641,778 176,026 Interest cost (821,111) (681,799) Total current assets 9,438,315 9,107,096 Profit before tax 2,621,193 2,137,014 Taxes Non current Current tax expenses (459,496) (379,504) Deferred tax benefit 148,095 134,138 Property, plant and equipment, net I 15,956,711 14,009,373 Net result from operations 2,309,792 1,891,648 Other comprehensive income Intangible Assets J 2,433,905 741,462 Exchange differences on translating foreign operations (47,104) 81,285 Goodwill K 2,520,950 2,555,829 Available for sale financial assets 1,040 (6,600) Income tax relating to components of other comprehensive income -- Deferred tax assets O 187,874 186,906 Other comprehensive income for the year, net of tax (46,064) 74,685 Total comprehensive income for the year 2,263,728 1,966,333 Total non current assets 21,099,440 17,493,570 Profit for the year attributable to: Non-controlling interest (5,412) (7,382) Total assets 30,537,755 26,600,666 Equity shareholders of Rolta India Limited 2,315,204 1,899,030 Total comprehensive income attributable to: LIABILITIES AND STOCKHOLDERS' EQUITY Non-controlling interest (5,412) (7,382) Current liabilities Equity shareholders of Rolta India Limited 2,269,140 1,973,715 Earnings per share Accounts payable 221,085 586,174 Basic (in Rs.) Y 14.37 11.80 Diluted (in Rs.) Y 14.27 11.77 Current tax liabilities, net of advances 223,543 144,982 (The accompanying notes are an integral part of these consolidated financial statements) Short term borrowings 1,433,251 - Other liabilities L 1,048,871 1,232,618 Consolidated Statement of Changes in Shareholder's Equity Total current liabilities 2,926,750 1,963,774 (All amounts in thousands of Indian Rupees, unless otherwise stated) Non current Equity attributable to shareholders of Rolta India Limited Non- Total Long-term borrowings M 11,101,202 9,833,050 Common Common Additional Stock Statutory AFS Translation Accumu- Total controlling Stock- stock stock - paid in compens- reserve reserve reserve lated attributable interest holders' Employee obligations N 179,314 142,401 No. of Amount capital ation earnings to owners Equity shares reserve of the Deferred tax liabilities O 328,164 468,929 parent
Other liabilities AA 15,405 - Balance as at 1 July 2008 160,897,551 1,608,976 3,483,704 159,846 8,825 6,600 62,289 7,431,429 12,761,669 15,361 12,777,030 Dividend paid ------(577,502) (577,502) - (577,502) Total non current liabilities 11,624,085 10,444,380 Shares issued on exercise of ESOPs 109,064 1,091 7,127 - - - - - 8,218 - 8,218 Employee share based payment - Options - - - 18,433 - - - - 18,433 - 18,433 Total liabilities 14,550,835 12,408,154 Transactions with owners 109,064 1,091 7,127 18,433 - - - (577,502) (550,851) - (550,851) Profit for the year ------1,899,030 1,899,030 (7,382) 1,891,648 Stockholders' equity P Other comprehensive income: Available for sale financial assets: Common stock 1,611,948 1,610,067 - current year gains/(losses) ------reclassification to profit or loss - - - - - (6,600) - - (6,600) - (6,600) Additional paid in capital 3,680,606 3,490,831 Exchange differences on translation of foreign operations ------81,285 - 81,285 - 81,285 Income tax relating to components of other comprehensive income ------Stock compensation reserve 82,454 178,279 Total comprehensive income for the year - - - - - (6,600) 81,285 1,899,030 1,973,715 (7,382) 1,966,333 Balance as at 30 June 2009 161,006,615 1,610,067 3,490,831 178,279 8825 - 143,574 8,752,957 14,184,533 7,979 14,192,512 Statutory reserve 1,388,825 8,825 Balance as at 1 July 2009 161,006,615 1,610,067 3,490,831 178,279 8,825 - 143,574 8,752,957 14,184,533 7,979 14,192,512 Dividend paid ------(565,151) (565,151) - (565,151) Translation reserve 96,470 143,574 Shares issued on exercise of ESOPs 188,201 1,881 11,496 - - - - - 13,377 - 13,377 Employee share based payment - Options - - - 82,454 - - - - 82,454 - 82,454 Revaluation of available for sale financial assets (AFS reserve) 1,040 - Transfer from Stock Compensation Reserve - - 178,279 (178,279) ------Transfer to Debenture Redemption Reserve - - - - 1,380,000 - - (1,380,000) - - - Accumulated earnings 9,123,010 8,752,957 Transactions with owners 188,201 1,881 189,775 (95,825) 1,380,000 - - (1,945,151) (469,320) - (469,320) Profit for the year ------2,315,204 2,315,204 (5,412) 2,309,792 15,984,353 14,184,533 Other comprehensive income: Available for sale financial assets: Non-controlling interest 2,567 7,979 - current year gains/(losses) - - - - - 1,040 - - 1,040 - 1,040 - reclassification to profit or loss ------Total stockholders' equity 15,986,920 14,192,512 Exchange differences on translation of foreign operations ------(47,104) - (47,104) - (47,104) Income tax relating to components of other comprehensive income ------Total liabilities and stockholders' equity 30,537,755 26,600,666 Total comprehensive income for the year - - - - - 1,040 (47,104) 2,315,204 2,269,140 (5,412) 2,263,728 (The accompanying notes are an integral part of these consolidated financial statements) Balance as at 30 June 2010 161,194,816 1,611,948 3,680,606 82,454 1,388,825 1,040 96,470 9,123,010 15,984,353 2,567 15,986,920 (The accompanying notes are an integral part of these consolidated financial statements)
102 103 Consolidated Financial Statements prepared in accordance with IFRS Notes to Consolidated Financial Statements Consolidated Statement of Cash Flows Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) (All amounts in thousands of Indian Rupees, unless otherwise stated)
Particulars Year ended Year ended NOTE A - BACKGROUND INFORMATION AND The consolidated financial statements for the year ended 30 June 30th June 2010 30th June 2009 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2010 were approved by the Board of Directors on August 10, 2010. (A) Cash inflow/ (outflow) from operating activities Financial statements once approved by the Board of Directors are 1. NATURE OF OPERATIONS generally not amended. Profit before tax 2,621,193 2,137,014 Rolta India Limited ('Rolta' or 'the Company') and its subsidiaries Adjustments (together referred to as 'the Group') is an Indian multinational 3. STANDARDSANDINTERPRETATIONSNOTYETAPPLIED Depreciation and amortization 2,907,262 2,089,507 organization that has executed projects in over 40 countries. The Group The following new Standards and Interpretations have not been Employee compensation on stock options 82,454 18,433 has presence in North America, Europe, Australia and the Middle East. applied in the Group's consolidated financial statements for the year ended 30 June 2010. Interest on Foreign Currency Convertible Bonds ('FCCB') 402,143 625,232 The Group serves these markets by providing innovative solutions in Enterprise Geospatial and Defence Solutions ('EGDS'), Engineering Interest expense/(income), net 381,125 (89,113) Design and Operations Solutions ('EDOS'); and Enterprise Information Standard or Interpretation Effective dates Loss on sale of asset (net) 128,264 2,641 TechnologySolutions ('EITS'). Profit on repurchase of FCCB (115,882) (482,266) IFRS 9: Financial Instruments - Recognition and Measurement 1 January 2013 Rolta entered into a strategic partnership with The Shaw Group Inc., IFRS 2: Group Cash Settled Share Based Transactions 1 January 2010 Profit on sale of investments (502) (4,465) USA, a leading engineering procurement and construction ('EPC') (Amendments to IFRS 2) Dividend income (36,040) (91,080) company to provide globally high quality cost effective engineering, IAS 24: Related Party Disclosures (Amendments to IAS 24) 1 January 2011 Bad debts and allowances for doubtful balances 81,739 30,898 design and procurement services, related to power, refinery and IFRS 9: Financial Instruments - Recognition and Measurement Fair value of FCCB conversion option 18,886 8,862 petrochemical projects. The Joint Venture Company, Shaw Rolta The IASB aims to replace IAS 39 Financial Instruments: Recognition and Unrealized exchange differences (net) (410,996) 816,446 Limited is incorporated in India and the Company has a 50% stake in Measurement in its entirety by the end of 2010, with the replacement standard this company. to be effective for annual periods beginning 1 January 2013. IFRS 9 is the first 6,059,646 5,062,109 part of Phase 1 of this project. The main phases are: Changes in operating assets and liabilities Through its subsidiary Rolta Thales Limited ('RTL') incorporated in Phase 1: Classification and Measurement India, the Group has a partnership with Thales, France. Thales is a world Restricted cash 7,002 27,574 Phase 2: Impairment methodology leader in Mission Critical Information Systems for the defence, Accounts receivable and other assets (1,225,803) (274,859) aerospace and homeland security markets. The subsidiary will take Phase 3: Hedge accounting Other assets 40,973 253,094 advantage of technology transfer from Thales for developing state of the In addition, a separate project is dealing with de-recognition. Management Inventory 65,749 109,664 art, command, control, communications, computers, intelligence, has yet to assess the impact that this amendment is likely to have on the financial statements of the Group. However, they do not expect to implement Accounts payable and other liabilities (526,092) (1,236,675) surveillance, target acquisition and reconnaissance ('C4ISTAR') the amendments until all chapters of the IAS 39 replacement have been Net changes in operating assets and liabilities (1,638,171) (1,121,202) equipment systems to address opportunities in the defence, security and published and they can comprehensively assess the impact of all changes. Income Taxes paid (378,670) (338,113) defence segments worldwide. Rolta India Limited has 51% stake in RTL. IFRS 2: Group Cash Settled Share Based Gratuity paid (909) (1,291) 2. GENERAL INFORMATION Transactions(Amendments to IFRS 2) The Group does not currently have any Net cash provided by operating activities 4,041,896 3,601,503 Rolta India Limited, a public listed company, is domiciled in Mumbai, cash settled transactions and the Management does not expect material impacts on the Group's consolidated financial statements when the (B) Cash inflow/ (outflow) from investing activities India and is the Group's ultimate parent company. The registered office of Rolta India Limited is at Rolta Tower A, Rolta Technology interpretation becomes effective. Dividend received 36,040 91,080 Park, 22nd Street, MIDC, Andheri (E), Mumbai - 400 093, India. IAS 24: Related Party Disclosures (Amendments to IAS 24) Interest received 115,046 105,096 The effect of the amendments is to provide exemptions for an entity controlled Payments for purchase of property plant and equipment (4,737,928) (7,638,595) The Company's shares are listed on the Bombay Stock Exchange and by or under significant influence of the Government on disclosure the National Stock Exchange of India in Mumbai, India and the Payments for purchase of intangible assets (1,890,673) (489,874) requirements for transactions and outstanding balance with other entities that Company's Global Depositary Receipts (GDR's) are listed on London become related parties because the same government has control or significant Proceeds from sale of property plant and equipment 63,634 4,052 Stock Exchange, UK. The Company has issued Foreign Currency influence over the entity and the other related entity. Management does not Sale of available for sale investments (196,299) 2,466,548 Convertible Debt instruments which are traded on the Singapore expect any impact on such amendments becoming effective as none of the Consideration towards business combination, net of cash acquired, Stock Exchange (SGX). Group entities are under control or significant influence of any Government. (Refer Note B - Business Combination) (24,393) (908,606) The consolidated financial statements have been prepared in Net cash used in investing activities (6,634,573) (6,370,299) accordance with International Financial Reporting Standards issued 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (C ) Cash inflow / (outflow) from financing activities by the International Accounting Standards Board effective for annual 4.1. OVERALL CONSIDERATIONS Proceeds from long term borrowings 3,357,307 3,848,118 periods commencing 1 July 2009. These financial statements include The consolidated financial statements have been prepared using Repayment of long term borrowings (511) (2,434) comparative financial information as at and for the year ended 30 June the measurement basis specified by IFRS for each type of asset, 2009, as required by IAS 1 - Presentation of Financial Statements ('IAS liability, income and expense. The measurement bases are more Interest paid (350,274) (117,634) 1'). The Consolidated Financial Statements have been prepared on a fully described in the accounting policies. The significant Proceeds from issue of share capital 13,378 8,218 going concern basis. accounting policies that have been used in the preparation of Repurchase of FCCB's (701,360) (1,583,669) these consolidated financial statements are summarised below. Rolta also separately presents its consolidated financial statements for Proceeds from capital lease 20,452 - the same period prepared in accordance with accounting principles All accounting estimates and assumptions that are used in preparing the Dividend paid (including tax on dividend) (573,201) (572,012) generally accepted in India ('Indian GAAP'). The significant consolidated financial statements are consistent with the Rolta's latest Net cash provided by financing activities 1,745,339 1,580,587 differences between the Indian GAAP and IFRS, so far as concerns the approved budgeted forecast, where applicable. Judgements are based on Effect of exchange rate changes on cash (17,918) (6,762) financial statements referred to above, primarily relate to share based the information available at each balance sheet date. Although these Net decrease in cash and cash equivalents (865,256) (1,194,971) payments to employees, depreciation of assets based on estimated estimates are based on the best information available to management, useful life of assets, accounting for derivatives and financial actual results may ultimately differ from those estimates. Cash and cash equivalents at the beginning of the year 1,324,661 2,519,632 instruments including computation of imputed interest and Estimates of life of various tangible and intangible assets, allowance for Cash and cash equivalents at the end of the year 459,405 1,324,661 accounting of foreign exchange fluctuation and business uncollectible amounts, percentage of completion of customer contracts, Cash and cash equivalents comprise combinations. A reconciliation of net income determined as per costs to complete customer projects and assumptions used in the Cash in hand 900 1,026 Indian GAAP with the net income determined as per IFRS has been determination of employee-related obligations represent certain of the presented in Note 5. Balances with banks 458,505 1,323,635 significant judgements and estimates made by management. 459,405 1,324,661 The consolidated financial statements of Rolta are prepared and The preparation of these consolidated financial statements is in presented in thousands of Indian Rupees ('INR'), the Company's (The accompanying notes are an integral part of these consolidated financial statements) conformity with IFRS and requires the application of judgment by functional currency.
104 105 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
management in selecting appropriate assumptions for calculating l IFRS 7 Financial instruments: Disclosures - Amendments to AdoptionofIFRS8Operatingsegments(effectivedate1January2009) appropriate. Non-controlling or Minority interests are presented in financial estimates, which inherently contain some degree of improve disclosures about financial instruments IFRS 8 replaced IAS 14 Segment Reporting upon its effective date. the consolidated statement of financial position within equity, uncertainty. Management estimates are based on historical experience l IFRS 8 Operating segments The new standard requires a 'management approach', under which separately from the equity of the owners of the parent. Non - and various other assumptions that are believed to be reasonable in the controlling interests represent the portion of a subsidiary's profit Adoption of IAS 1 Presentation of financial statements (revised 2007) segment information is presented on the same basis as that used for circumstances, the results of which form the basis for making and loss and net assets that is not held by the Group. Profit or loss (effective from 1 January 2009) internal reporting provided to the chief operating decision maker. judgments about the reported carrying values of assets and liabilities The application of this standard did not result in any change in the and each component of other comprehensive income are attributed and the reported amounts of revenues and expenses that may not be The consolidated financial statements are presented in accordance number of reportable segments. The Group concluded that the to the owners of the parent and to the non-controlling interests. readily apparent from other sources. Actual results may differ from with IAS 1 Presentation of Financial Statements (Revised 2007). The operating segments determined in accordance with IFRS 8 are the Total comprehensive income is attributed to the owners of the these estimates under different assumptions or conditions. Group has elected to present the 'Statement of comprehensive same as the business segments previously identified under IAS 14. parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. In the process of applying the Group's accounting policies, the income' as required by the Standard as a single statement, which IFRS 8 disclosures are shown in Note 8, including the related revised following judgments have been made apart from those involving includes other comprehensive income. comparative information. 4.5. BUSINESS COMBINATIONS estimations, which have the most significant effect on the amounts Adoption of IAS 23 Borrowing costs (revised 2007) (effective from 1 4.3 PRESENTATION OF CONSOLIDATED FINANCIAL Business combinations are accounted for using the purchase method. recognized in the financial information: January 2009) STATEMENTS The purchase method involves the recognition of the acquiree's Leases The Consolidated Financial Statements are presented in accordance identifiable assets and liabilities, including contingent liabilities, The revised standard requires the capitalisation of borrowing costs, to regardless of whether they were recorded in the financial statements The Group has evaluated each lease agreement for its classification the extent they are directly attributable to the acquisition, production with IAS 1 Presentation of Financial Statements (Revised 2007). The Group has elected to present the 'Statement of comprehensive prior to acquisition. On initial recognition, the assets and liabilities of between finance lease and operating lease. The Group has reached its or construction of qualifying assets that need a substantial period of the acquired subsidiary are included in the consolidated statement of decisions on the basis of the principles laid down in IAS 17, "Leases" for time to get ready for their intended use or sale. In prior periods, the income' as required by the Standard as a single statement, which includes other comprehensive income. financial position at their fair values, which are also used as the bases the said classification. Also, the Company has used IFRIC 4, Group's policy was to immediately expense those borrowing costs. for subsequent measurement in accordance with the Group's "Determining whether an arrangement contains a lease" for determining In accordance with the transitional provisions of the revised Two comparative periods are presented for the consolidated balance accounting policies. whether an arrangement is, or contains, a lease is based on the substance sheet when the Group: of the arrangement and based on the assessment whether: standard, no retrospective restatement has been made for Goodwill is stated after separating out identifiable intangible assets. borrowing costs that have been expensed for qualifying assets with (i) applies an accounting policy retrospectively, Goodwill represents the excess of consideration transferred and any a) fulfillment of the arrangement is dependent on the use of a a commencement date before the effective date of 1 January 2009. (ii) makes a retrospective restatement of items in its financial non-controlling interests over the fair value of the identifiable net specific asset or assets (the asset); and The revised Standard has not affected the Group's interest expense statements, or assets of the acquiree at the date of acquisition. Any excess of b) the arrangement conveys a right to use the asset. recognized or cost of assets capitalized in the current period as the (iii) reclassifies items in the financial statements. identifiable net assets over the consideration transferred and any non- Group has not incurred expenditures on any new qualifying assets controlling interest is recognised in profit or loss immediately after Deferred Tax And the effect of the above retrospective application of accounting acquisition as a 'bargain purchase'. Management judgment is required in determining provisions for during the period ended and as at 30 June 2010. policy or retrospective restatement or reclassification of items in 4.6. INVESTMENT IN JOINT VENTURES income taxes, deferred tax assets and liabilities and the extent to which Adoption of IAS 27 Consolidated and Separate Financial Statements the financial statements affects the consolidated balance sheet in a Entities whose economic activities are controlled jointly by the Company deferred tax assets can be recognized. If the final outcome of these (revised 2008) (effective from 1 July 2009) manner which would require the disclosure of an additional matters differs from the amounts initially recorded, differences will comparative consolidated balance sheet to enable the users of the and by other venturers independent of the Company ("joint ventures") are impact the income tax and deferred tax provisions in the period in The revised standard introduces changes to the accounting requirements financial statements to better understand the retrospective accountedforusingproportionateconsolidation. which such determination is made. for the loss of control of a subsidiary and for changes in the Group's interest application or restatement or reclassification so made. An Unrealised gains and losses on transactions between Rolta and its joint in subsidiaries. The Group's shareholding in subsidiaries has not changed additional comparative consolidated balance sheet is not given venture entities are eliminated to the extent of the Group's interest. Post employment benefits in the current period. Thus the adoption of this standard does not have any when the effect of change in retrospective application or The cost of post employment benefits is determined using actuarial Where unrealised losses on intra-group asset sales are reversed on effect on the Consolidated Financial Statements of the Group in the restatement or reclassification does not change the information consolidation, the underlying asset is also tested for impairment losses valuations. The actuarial valuation involves making assumptions about currentperiod. previously reported in the consolidated balance sheet. discount rates, expected rate of return on assets, future salary increases, from the Company's group perspective. and mortality rates. Due to the long term nature of these plans such Adoption of IFRS 3 Business Combinations (revised 2008) (effective 4.4. BASIS OF CONSOLIDATION Amounts reported in the financial statements of jointly controlled estimates are subject to significant uncertainty. from 1 July 2009) The group financial statements consolidate those of the Company and entities have been adjusted where necessary to ensure consistency The standard is applicable for business combinations occurring in all of its subsidiary undertakings drawn up to the dates specified in Note with the accounting policies adopted by the Group. Fair value of financial instruments C. Subsidiaries are all entities over which Rolta India Limited has the Management uses valuation techniques in measuring the fair value of reporting periods beginning on or after 1 July 2009 and will be 4.7. FOREIGN CURRENCY TRANSLATION applied prospectively. The new standard introduces changes to power to control the financial and operating policies. Rolta India financial instruments where active market quotes are not available. Limited obtains and exercises control through voting rights. The consolidated financial statements are presented in Indian Rupees Details of the assumptions used are given in the notes regarding the accounting requirements for business combinations, but still ('INR' or 'Rs.'), which is the functional currency of the parent financial assets and liabilities. In applying the valuation techniques requires use of the purchase method. In the current period the The reporting periods for certain subsidiaries do not coincide with that of company, Rolta India Limited, being the currency of the primary management makes maximum use of market inputs, and uses estimates Group has made an acquisition which has been accounted for as the Company as these are aligned to the accounting periods for local economic environment in which it operates. and assumptions that are, as far as possible, consistent with observable per the revised standard. The specific disclosures as required by statutory and tax filing purposes in each of those jurisdictions in which the In the separate financial statements of the consolidated entities, foreign data that market participants would use in pricing the instrument. the revised Standard have been given in Note B. subsidiaries operate. Adjustments are made for the effects of significant currency transactions are translated into the functional currency of the Where applicable data is not observable, management uses its best transactions or events that occur between the date as of which the financial Adoption of amendments to IFRS 7 Financial Instruments: individual entity using the exchange rates prevailing at the dates of the estimate about the assumptions that market participants would make. statements of the subsidiaries are prepared and the date of the financial Disclosures - improving disclosures about financial instruments transactions (spot exchange rate). Foreign exchange gains and losses resulting These estimates may vary from the actual prices that would be statementsoftheCompany. from the settlement of such transactions and from the translation of remaining achieved in an arm's length transaction at the reporting date. The amendments require additional disclosures for financial Unrealised gains and losses on transactions between the Company balances at year-end exchange rates are recognised in the statement of instruments that are measured at fair value in the statement of 4.2. ADOPTION OF NEW STANDARDS AND and its subsidiaries are eliminated. Where unrealised losses on intra- comprehensiveincomeunder“otherincome”or“otherexpenses”,respectively. financial position. These fair value measurements are INTERPRETATIONS AND CHANGES IN group asset sales are reversed on consolidation, the underlying asset is categorised into a three-level fair value hierarchy, which In the consolidated financial statements, all separate financial statements of ACCOUNTING POLICY also tested for impairment losses from the Group's perspective. reflects the extent to which they are based on observable market Amounts reported in the financial statements of subsidiaries have subsidiaries, originally presented in a currency different from the Rolta's The Group has adopted the following new interpretations, revisions and been adjusted where necessary to ensure consistency with the presentation currency, have been converted into INR. Assets and liabilities amendments to IFRS issued by the International Accounting Standards data. A separate quantitative maturity analysis must be accounting policies adopted by Rolta. Entities whose economic have been translated into INR at the closing rate at the balance sheet date. Board, which are relevant to and effective for the Group's Consolidated presented for derivative financial liabilities that shows the activities are controlled jointly by the Rolta India Limited and by Income and expenses have been converted into the Rolta's presentation Financial Statements for the annual period beginning 1 July 2009: remaining contractual maturities, where these are essential for an understanding of the timing of cash flows. The Group has other venturers independent of Rolta are accounted for using currency at the actual rates or average rates over the reporting period, l IAS 1 Presentation of financial statements (revised 2007) taken advantage of the transitional provisions in the proportionate consolidation. wheresuchratesrepresentareasonableapproximationforactualrates. l IAS 23 Borrowing costs (revised 2007) amendments and has not provided comparative information in Profit or loss and other comprehensive income of subsidiaries The resulting translation adjustments are charged/credited to other l IAS27Consolidatedandseparatefinancialstatements(revised2008) respect of the new requirements. The disclosure requirements of acquired or disposed off during the year are recognized from the comprehensive income and recorded under the currency translation l IFRS 3 Business combinations (revised 2008) the amendments have been given in Note FF. effective date of acquisition, or up to the effective date of disposal as reserve in other comprehensive income
106 107 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
4.8. REVENUE RECOGNITION the cost model whereby capitalized costs are amortised over the useful instruments, can be divided into categories such as loans and borrowings are initially measured at fair value and subsequently Revenue from sale of solutions is recognized when significant risks and lives of the assets as estimated by management, as these assets are receivables, financial assets at fair value through profit or loss, available- measured at amortised cost using effective interest rate method. They rewards in respect of ownership of solutions are transferred to the customer considered finite. The amortization method used reflects the pattern in for-sale financial assets. Financial assets are assigned to the different are included in balance sheet line items 'long-term financial liabilities' and there are either no unfulfilled company obligations or any obligations which the asset's future economic benefits are expected to be consumed, categories by management on initial recognition, depending on the and 'trade and other payables'. accordingly the assets are amortized on a straight line basis or on a more purpose for which the investments were acquired. The designation of are inconsequential or perfunctory and will not affect the customer's final Derivative financial instruments that are not designated and effective as systematic basis if considered appropriate. These assets are currently financial assets is re-evaluated at every reporting date at which a choice acceptanceofthearrangement. hedging instruments are accounted for at fair value through profit or loss. amortized over a period of five to ten years and included under of classification or accounting treatment is available. Revenue from services is recognised upon the performance of services 'Depreciation and amortization' in the statement of income. Financial assets are measured at their fair value on initial recognition and Financial liabilities are recognised when the Group becomes a party to or transfer of risk to the customer. the contractual agreements of the instrument. All interest related 4.12 . I M PAIRMENT TESTING OF GOODWILL, INTANGIBLE subsequently measured at fair value or amortised cost as applicable. Revenue from customer-related long-term contracts is recognised by charges is recognised as an expense in “finance cost” in the statement reference to the percentage of completion of the contract at the ASSETS AND PROPERTY,PLANT AND EQUIPMENT Derecognition of financial instruments occurs when the rights to receive of comprehensive income. balance sheet date. Rolta's long term contracts specify a fixed price for Rolta's intangible assets and property, plant and equipment are cash flows from the investments expire or are transferred and subject to impairment testing. substantially all of the risks and rewards of ownership have been Trade payables are recognised initially at their fair value and the sale of license and installation of software solutions & services and subsequently measured at amortised cost less settlement payments. the related revenue is determined using the percentage of completion For the purposes of assessing impairment, assets are grouped at the lowest transferred. An assessment for impairment is undertaken at least at each method. The percentage of completion is calculated by comparing levels for which there are separately identifiable cash flows (cash- balance sheet date, whether or not there is objective evidence that a Dividend distributions to shareholders are included in 'other short costs incurred to date with the total estimated costs of the contract. If generating units). As a result, some assets are tested individually for financial asset or a group of financial assets is impaired. term financial liabilities' when the dividends are approved by the the contract is considered profitable, it is valued at cost plus impairment and some are tested at cash-generating unit level. Goodwill is Financial assets at fair value through profit or loss include financial assets shareholders' meeting. attributable profits by reference to the percentage of completion. Any allocated to those cash-generating units that are expected to benefit from that are either classified as held for trading or are designated by the 4.16. INVENTORIES expected loss on individual contracts is recognised immediately as an synergies of the related business combination and represent the lowest entity to be carried at fair value through profit or loss upon initial Systems, software, peripherals and stores and spares are valued at expense in the statement of comprehensive income. levelwithinRoltaatwhichmanagementcontrolstherelatedcashflows. recognition. In addition, derivative financial instruments that do not lower of cost or net realisable value on first in first out basis. qualify for hedge accounting are classified as held for trading. Rolta commits to extensive after-sales support, in the form of annual Individual assets or cash-generating units that include goodwill are 4.17. ACCOUNTING FOR INCOME TAXES maintenance contracts, in its service segment. The amount of the selling tested for impairment at least annually. All other individual assets or Subsequent to initial recognition, the financial assets included in Current income tax assets and/or liabilities comprise those obligations price associated with the subsequent servicing agreement is deferred and cash-generating units are tested for impairment whenever events or trading category are measured at fair value with changes in fair value to or claims from, fiscal authorities relating to the current or prior recognised as revenue over the period during which the service is changes in circumstances indicate that the carrying amount may not recognised in profit or loss. Financial assets originally designated as reporting period, that are unpaid at the balance sheet date. They are performed. This deferred income is included in "other liabilities". be recoverable. financial assets at fair value through profit or loss may not calculated according to the tax rates and tax laws applicable to the 4.9. PROPERTY, PLANT AND EQUIPMENT An impairment loss is recognised for the amount by which the carrying subsequently be reclassified. fiscal periods to which they relate, based on the taxable profit for the Property, plant and equipment are stated at cost of acquisition less amount of the asset or cash-generating unit exceeds its recoverable Available-for-sale financial assets include non-derivative financial assets year. All changes to current tax assets or liabilities are recognized as a accumulated depreciation. Direct costs are capitalised until the assets amount. To determine the recoverable amount, management estimates that are either designated to this category or do not qualify for inclusion component of tax expense in the statement of comprehensive income. are ready for use and include inward freight, duties, taxes and expenses expected future cash flows from each cash-generating unit and in any of the other categories of financial assets. All financial assets Deferred income taxes are calculated using the liability method on incidental to acquisition and installation. determines a suitable interest rate in order to calculate the present value within this category are subsequently measured at fair value, unless temporary differences. This involves the comparison of the carrying of those cash flows. The data used for impairment testing procedures are Depreciation on property, plant and equipment is provided based otherwise disclosed, with changes in value recognised in other amounts of assets and liabilities in the consolidated financial directly linked to the Group's latest approved budget, adjusted as on the straight line method over the economic useful life of assets comprehensive income, net of any effects arising from income taxes. statements with their respective tax bases. However, in accordance necessary to exclude the effects of future reorganisations and asset as estimated by the management, on a pro-rata basis. The Gains and losses arising from securities classified as available-for-sale are with the rules set out in IAS 12, no deferred taxes are recognized in enhancements. Discount factors are determined individually for each economic useful lives estimated by the management for recognised in the statement of comprehensive income when they are conjunction with goodwill. This applies also to temporary differences cash-generating unit and reflect their respective risk profiles as assessed amortisation/depreciation of the assets are as under: sold or when the investment is impairedd. associated with shares in subsidiaries and joint ventures if reversal of by management. In the case of impairment, any loss previously recognised in other these temporary differences can be controlled by the Group and it is Assets Estimated Impairmentlossesrecognisedforcash-generatingunits,towhichgoodwill comprehensive income is transferred to the statement of probable that reversal will not occur in the foreseeable future. In useful life has been allocated, are credited initially to the carrying amount of comprehensive income. Losses recognised in the statement of addition, tax losses available to be carried forward as well as other Buildings 60 years goodwill. Any remaining impairment loss is charged pro rata to the other comprehensive income on equity instruments are not reversed income tax credits to the Group are assessed for recognition as Computer, Plant and machinery 4 years assets in the cash-generating unit. With the exception of goodwill, all through the statement of comprehensive income. Losses recognised deferred tax assets. Office equipment 20 years assets are subsequently reassessed for indications that an impairment loss in prior period consolidated statement of comprehensive incomes However, deferred tax is not provided on the initial recognition of Furniture and Fixtures 15 years previously recognised may no longer exist. Impairment losses are resulting from the impairment of debt securities are reversed through goodwill or on the initial recognition of an asset or liability unless the Vehicles 10 years recognised in statement of comprehensive income. An impairment charge the statement of comprehensive income, when such increase can be related transaction is a business combination or affects tax or is reversed if the cash-generating unit's recoverable amount exceeds its related objectively to an event occurring after the impairment loss. accounting profit. carryingamount. Loans and receivables are non-derivative financial assets with fixed or The useful life of property, plant and equipment is reviewed periodically Deferred tax liabilities are always provided for in full. Deferred tax determinable payments that are not quoted in an active market. They and wherever a change is made to the estimate of useful life of an asset, 4.13. FINANCIAL INSTRUMENTS assets are recognized to the extent that it is probable that they will be arise when Rolta provides money, goods or services directly to a the depreciation charge is adjusted prospectively. Financial assets and financial liabilities are recognised when the Group able to be offset against future taxable income. Deferred tax assets and debtor with no intention of trading the receivables. Loans and becomesapartytothecontractualprovisionsofthefinancialinstrument. liabilities are calculated, without discounting, at tax rates that are Material residual value estimates are updated as required, but at least receivables are subsequently measured at amortised cost using the expected to apply to their respective period of realization, provided annually, whether or not the asset is revalued. Financial assets are derecognised when the contractual rights to the effective interest method, less provision for impairment. Any change they are enacted or substantively enacted at the balance sheet date. 4.10. BORROWING COSTS cash flows from the financial asset expire, or when the financial asset in their value is recognised in profit or loss. and all substantial risks and rewards are transferred. Borrowing costs primarily comprise interest on the Group's Trade receivables are provided against when objective evidence is Most changes in deferred tax assets or liabilities are recognized as a borrowings. Borrowing costs directly attributable to the acquisition, A financial liability is derecognised when it is extinguished, received that Rolta will not be able to collect all amounts due to it in component of tax expense in the statement of comprehensive income. construction or production of a qualifying asset are capitalized during discharged, cancelled or expires. accordance with the original terms of the receivables. The amount of the Only changes in deferred tax assets or liabilities that relate to a change the period of time that is necessary to complete and prepare the asset write-down is determined as the difference between the asset's carrying in value of assets or liabilities that is charged directly to equity are Financial assets and financial liabilities are measured initially at fair charged or credited directly to equity.. for its intended use or sale. Other borrowing costs are expensed in the value plus transaction costs, except for financial assets and financial amount and the present value of estimated future cash flows. period in which they are incurred and reported in 'finance costs'. liabilities carried at fair value through profit or loss, which are Cash and cash equivalents include cash at bank and in hand and 4.18. LEASING ACTIVITIES Leases are classified as finance leases whenever the terms of the lease 4.11. INTANGIBLE ASSETS measured initially at fair value. Financial assets and financial liabilities bank deposits. Intangible assets include expenditure incurred by Rolta on development are measured subsequently as described below. transfer substantially all the risks and rewards of ownership to the 4.15. FINANCIAL LIABILITIES lessee. All other leases are classified as operating leases. or acquisition of software and customer relationships or customer 4.14. FINANCIAL ASSETS contracts or other similar assets that qualify for recognition as an The Group's financial liabilities include trade and other payables, Payments of rentals under operating leases are recognized as an Rolta's financial assets include cash receivables (including accounts borrowings and derivative financial instruments. Payable and intangible asset in a business combination. They are accounted for using receivable) and investments. Financial assets, other than hedging expense on a straight line basis over the lease term.
108 109 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
Assets held under finance leases are recognized as assets of the Group underpayment or prepayment has occurred and are included in current 4.23. SEGMENT REPORTING 5.1 Change in estimate of useful life of assets at their fair value or present value of minimum lease payments if lower liabilities or current assets as they are normally of a short-term nature. In identifying its operating segments, management generally follows In the preparation of its financial statements in accordance with Indian at the date of acquisition. The corresponding liability to the lessor is Interest expenses related to pension obligations are included in “finance the Group's service lines, which represent the main services provided GAAP during the year ended June 30, 2007, the Company had included in the balance sheet as a finance lease obligation. Finance costs” in the statement of comprehensive income. All other pension by the Group. changed the accounting policy for charging depreciation from costs, which represent the difference between the total leasing Written Down Value method to Straight Line Method for Computer related benefit expenses are included in “Employee benefit expense”. The Group has the following operating segments: commitments and the fair value of the assets acquired, are charged to Plant and Machinery. Further, the Company had also revised the the statement of comprehensive income over the term of the relevant Short-term employee benefits are recognised for the number of paid Enterprise Geospatial and Defence Solution ('EGDS') estimated useful life of Computer Plant and Machinery from six years lease so as to produce a constant periodic rate of charge on the leave days (usually holiday entitlement) remaining at the balance Under this segment the company provides Geo Spatial services for to four years. Due to these changes the Company, in the preparation remaining balance of the obligations for each accounting period. sheet date. They are included in employee obligations at the Asset management and Facilities Management and Geographic of Indian GAAP financial statements charged all the additional Information Systems. The solutions offered by the company provide 4.19. EQUITY undiscounted amount that the Group expects to pay as a result of the depreciation to statements of income in previous periods. unused entitlement. Paid leave days which are likely to be encashed advanced capabilities in applications such as mapping, surveying, Share capital is determined using the nominal value of shares that have image processing digital photogrammetry etc. In the Company's financial statements in accordance with IFRS, the been issued. at the time of retirement are valued at the rates at which they are Company had revised the useful life of Computer Plant and estimated to be paid out, and the present value of the same is included Engineering Design and Operation Solutions ('EDOS') Machinery from three years to four years. This change in estimate of Additional paid-in capital includes any premium received on the initial under 'Long term Employee obligations'. issue of share capital. Any transaction costs associated with the issue of Under this segment the company provides design automation tools useful life has been accounted for prospectively and has impacted the shares is deducted from additional paid-in capital, net of any related 4.21. PROVISIONS, CONTINGENT LIABILITIES AND and engineering services for Plant Design Automation and depreciation. Accordingly, the net short/excess depreciation charged income tax benefits. CONTINGENT ASSETS Mechanical Design Automation. in the Indian GAAP financial in previous period's statements has been Provisions are recognised when present obligations as a result of past reversed in current year financial statements in accordance with IFRS. Foreigncurrencytranslationdifferencesareincludedinthetranslationreserve. events will probably lead to an outflow of economic resources from Enterprise Information Technology Solutions ('EITS') The company offers end -to-end eSecurity services and solutions. Rolta offers 5.2 Share based payments the Group and they can be estimated reliably. Timingor amount of the AFS reserve includes all changes in fair value of investments held as networking infrastructure services using sophisticated software such The Company has not recognised any expense on the equity-settled outflow may still be uncertain. A present obligation arises from the available for sale assets. as CA-Unicenter TNG. share-based payments for the year under the Indian GAAP as the use presence of a legal or constructive obligation that has resulted from Stock compensation reserve consists of employee compensation cost of fair value method for measurement of employee share based past events. Each of these operating segments is managed separately as each of compensation is only recommendatory in nature. allocated over the vesting period of options granted to employees. these service lines requires different technologies and other resources Such cost is recognised in statement of comprehensive income and is Provisions are measured at the estimated expenditure required to as well as marketing approaches. All inter-segment transfers are In the Company's financial statements in accordance with IFRS, the credited to the reserve. Upon exercise of options, such reserves are settle the present obligation, based on the most reliable evidence carried out at arm's length prices. company has applied IFRS 2 (2003) and all share-based remuneration reclassified to other components of equity. available at the balance sheet date, including the risks and is recognised as an expense in profit and loss and is measured using the uncertainties associated with the present obligation. The measurement policies the Group uses for segment reporting under fair value model. Statutory reserve consists of reserves made by Group entities to meet IFRS 8 are the same as those used in its financial statements, except that: related statutory requirements as laid down under relevant acts, rules In those cases where the possible outflow of economic resource as a 5.3 Amortization of Intangibles assets or laws of the jurisdiction to which such entity belongs. result of present obligations is considered improbable or remote, or ? depreciation and amortization on non allocable assets; The Group has acquired the business of OneGIS Inc in the current year. Retained earnings include all current and prior period results, as the amount to be provided for cannot be measured reliably, no ? Interest costs and other income, considered non allocable; This is in addition to the acquisitions made in previous years of the disclosed in the statement of comprehensive income. liability is recognised in the consolidated balance sheet. are not included in arriving at the operating profit of the operating consulting division of Whittman Hart, Piocon TechnologiesInc., Orion segments. and TUSC. In Indian GAAP financial statements, excess of purchase 4.20. EMPLOYEE BENEFITS Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a consideration over cost of acquisition has been recognised as goodwill. Employee benefits are provided through a defined benefit plan as well The Group does not track most assets and liabilities by operating segment, as certain defined contribution plans. separate asset. However this asset may not exceed the amount of the as these are invariably used for all operating segments. In addition As per IFRS 3, Business Combinations, the acquirer, in this case Rolta related provisions. All provisions are reviewed at each reporting date corporate assets which are not directly attributable to the business International Inc., will account for the acquisition through use of the The Group provides for gratuity, a defined benefit plan, which defines an and adjusted to reflect the current best estimate. activities of any operating segment are not allocated to a segment. In the purchase method. This requires the acquirer to recognize goodwill as amount of pension benefit that an employee will receive on retirement, financial periods under review, this primarily applies to the Group's the excess of the consideration transferred and any non controlling usually dependent on one or more factors such as age, years of service Possible inflows of economic benefits to the Group that do not yet meet the recognition criteria of an asset are considered contingent assets. buildingsandITinfrastructurethatareusedforalloperatingsegments. interest over the net identifiable assets and liabilities of the acquiree and remuneration. The legal obligation for any benefits from this kind of including any identifiable intangible assets. In pursuance of the purchase plan remains with the Group. 4.22. SHARE BASED COMPENSATION There have been no changes from prior periods in the measurement price allocation performed for the acquisition, certain intangible assets methods used to determine reported segment profit or loss. The Group also provides for provident fund benefit, a defined contribution All employee services received in exchange for the grant of any share- have been identified. The intangible assets and the related amortization plan, under which the Group pays fixed contributions into an independent based remuneration are measured at their fair values. These are 5. RECONCILIATION OF NET RESULT are recorded in the financial statements prepared under IFRS. indirectly determined by reference to the fair value of the share entity. The Group has no legal or constructive obligations to pay further The reconciliation presented below is additional information 5.4 Accounting for Foreign Currency Convertible Bonds ('FCCBs') options awarded. Their value is appraised at the grant date and contributionsafterpaymentofthefixedcontribution. presented in these financial statements to help readers compare the Imputed interest and re-measurement of FCCBs excludes the impact of any non-market vesting conditions (for Indian GAAP financial information to IFRS. The liability recognised in the balance sheet for defined benefit plans example, profitability and sales growth targets). The Company has outstanding 'zero coupon' FCCBs as on 30 June is the present value of the defined benefit obligation ('DBO') at the Reconciliation of net result NoteYear ended Year ended 2010. As per IAS 32, FCCBs issued by the Company are treated as a balance sheet date less the fair value of plan assets, together with All share-based remuneration is ultimately recognised as an expense June 30, 2010 June 30, 2009 liability with an embedded derivative call option of equity conversion. adjustments for actuarial gains or losses and past service costs. The in profit or loss with a corresponding credit to additional paid-in Net result determined under Indian An imputed interest is recognised at the effective rate of interest on capital, net of deferred tax where applicable. If vesting periods or GAAP (before non-controlling interest) 2,545,922 2,930,887 DBO is calculated annually by independent actuaries using the Adjustments to conform with IFRS such liability. The liability is re-measured at amortised cost at each projected unit credit method. The present value of the DBO is other vesting conditions apply, the expense is allocated over the Reversal of amortized goodwill - 241 reporting period. vesting period, based on the best available estimate of the number of Depreciation 5.1 93,723 (151,584) determined by discounting the estimated future cash outflows using In the absence of relevant literature in Indian GAAP, the relevant share options expected to vest. Non-market vesting conditions are Share based payments 5.2 (82,454) (18,433) interest rates of high quality corporate bonds that are denominated in adjustments as stipulated by IAS 32 for recognition of the imputed included in assumptions about the number of options that are Amortisation of intangibles 5.3 (74,550) (71,917) the currency in which the benefits will be paid and that have terms to Imputed interest on FCCB 5.4 (402,143) (499,394) interest cost and re-measurement of liability at the closing balance maturity approximating to the terms of the related pension liability expected to become exercisable. Estimates are subsequently revised, Additional gain on repurchase of FCCB 5.4 112,614 232,035 sheet date have not been made in Indian GAAP financial statements. if there is any indication that the number of share options expected to Fair value measurement of embedded Actuarial gains and losses are recognised as an income or expense in vest differs from previous estimates. call option 5.4 (18,886) (8,862) Additional gain on buy back of FCCBs the period in which they arise. Past-service costs are recognised Reversal of amortisation of AS 11 reserve 5.5 41,488 136,505 In December 2009, the Parent Company has bought back and Reversal of capitalisation made as per AS11 5.5 (249,125) - immediately in profit and loss, unless the changes to the plan are No adjustment is made to expense recognised in prior periods if fewer cancelled 15,000 FCCBs of the face value of US$ 1000 each as per the conditional on the employees remaining in service for a specified share options ultimately are exercised than originally estimated. Foreign exchange gain / loss of FCCB liability long term foreign currency approval / guidelines of Reserve Bank of India at a discount. This is in period of time (the vesting period). In this case, the past service Upon exercise of share options, the proceeds received net of any monetary items 5.5 249,882 (803,013) addition to the buyback in June 2009, wherein the Parent Company costs are amortised on a straight-line basis over the vesting period. directly attributable transaction costs up to the nominal value of the Deferred tax 5.6 93,322 145,183 had bought back and cancelled 38,310 FCCBs of the same face value shares issued are allocated to share capital with any excess being Net result in accordance with IFRS The contributions recognised in respect of defined contribution plans (before non-controlling interest) 2,309,792 1,891,648 of US$ 1,000 also at a discount. Consequent to the buy back, the are expensed as they fall due. Liabilities and assets may be recognised if recorded as additional paid-in capital. Company in Indian GAAP has recognised the gain partially through
110 111 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
the profit and loss account and balance by crediting the Securities Company has also reversed the depreciation and amortization The Group incurred expenses of Rs. 1,897 thousand for the NOTE F - ACCOUNTS RECEIVABLE, NET Premium Account. The gain credited to the Securities Premium charged in Indian GAAP financial statements. acquisition which has been included in 'Other expenses' in the ParticularsJune 30, 2010 June 30, 2009 Account represents the reversal of 'Premium on Redemption' 5.6 Deferred tax assets and liabilities Consolidated Statement of Comprehensive Income. No major line of Accounts receivables 6,364,467 5,997,541 provided for on bought back FCCBs in earlier periods in Indian GAAP. On application of IFRS the carrying amounts of assets and liabilities business will be disposed of as result of the combination. Less: Allowance for doubtful balances (116,600) (46,593) In the IFRS statement of comprehensive income of the Company, have changed, and hence the deferred tax liabilities and assets and the Total 6,247,867 5,950,948 imputed interest cost is provided on FCCBs, as discussed in earlier OneGIS Inc. has been merged with Rolta International Inc. as on 30 June related deferred tax income and expenses have also changed. paragraphs 2010anditsoperatingresultsareincludedwithinthisentityfromthisdate. Reconciliation of allowance for doubtful debts An additional gain, over and above, the gain recognised in the Indian NOTE B - BUSINESS COMBINATION OneGIS earned gross revenue of Rs 5,719 thousand and a loss of Rs 2,013 ParticularsJune 30, 2010 June 30, 2009 GAAP profit and loss account has been credited to the IFRS statement Acquisition of OneGIS Inc. thousand for period from date of acquisition and ended June 30, 2010 On April 9, 2010, the Group through the acquisition of 100% equity whichareincludedintheconsolidatedfinancialstatementsoftheGroup. Opening balance of allowance for of comprehensive income and represents such amounts as were doubtful debts 46,593 - recognised in earlier years as accrued interest expense on the bought shareholding, took over the business of OneGIS Inc., USA ('OneGIS') If OneGIS had been acquired on July 1, 2009, revenue of the Group for Add: Additional provision made back FCCBs. Therefore in the IFRS financial statements of the through its US subsidiary Rolta International Inc. for a consideration of 2009-10 would have increased by Rs 48,777 thousand and profit for the during the year 70,007 46,593 Company the full gain on buyback has been accounted for through USD 1,500 (Rs.67 thousand). The acquired company is a consulting, year would have decreased by Rs 15,123 thousand. Less: Provision reversed during the year - - the statement of comprehensive income. development and systems development firm and will complement Closing balance of allowance for Rolta's existing GIS business. OneGIS has been merged with Rolta NOTE C - BASIS OF CONSOLIDATION doubtful debts 116,600 46,593 Fair value measurement of embedded call option International Inc. with effect from 30 June 2010 and will be managed and The subsidiaries which consolidate under Rolta India Limited The Company has outstanding foreign currency convertible bonds operated by the Management team of Rolta International Inc. ('RIL') comprise of the entities listed below: ('FCCBs') as on June 30, 2010. As per IAS 32, the FCCBs issued by the Trade receivables are usually due within 180 to 200 days and are not Company are treated as financial instruments with embedded call The consideration transferred includes only a cash component of Rs. Name of the Entity Year Country of Holding Effective interest bearing. All trade receivables are subject to credit risk option of equity conversion. An imputed interest is recognised at the 67 thousand. On acquisition, the Group also settled, certain current End Date Incorp- Company Group exposure. However, Rolta does not identify specific concentrations of liabilities of OneGIS totalling to USD 548,500 (Rs. 24,326 thousand). oration Share- credit risk with regard to trade and other receivables, as the amounts effective rate of interest on the financial liability of such instrument. holding (%) The embedded call option has been fair valued at the reporting date Thus the total cash outflow to the Group on acquisition amounted to recognised represent a large number of receivables from various Rolta International Inc. ('RUS') June 30, 2010 USA RIL 100 and the related expense and the liability have been recognised in the USD 550,000 (Rs. 24,393 thousand). Rolta Saudi Arabia Limited. ('RSA') March 31, 2010 Saudi Arabia RIL 75 customers. financial statements. Rolta Middle East FZ - LLC ('RME') March 31, 2010 UAE RIL 100 The allocation of the purchase price to the assets and liabilities of Rolta UK Limited ('RUK') March 31, 2010 UK RIL 100 Given below is ageing of accounts receivable spread by period of six In the absence of relevant literature in Indian GAAP, the relevant OneGIS Inc. was completed during the year. The amounts recognised Rolta Beneulx B.V.('RBN') March 31, 2010 Netherlands RUK 100 months: Rolta Canada Limited('RCL') June 30, 2010 Canada RUS 100 adjustments as stipulated by IAS 32 for recognition of the imputed for each class of the acquiree's assets and liabilities recognised at the Rolta Deutschland GmbH March 31, 2010 Germany RUK 100 interest cost and re-measurement of liability at the closing balance acquisition date are as follows Rolta Asia Pacific June 30, 2010 Australia RUS 100 ParticularsJune 30, 2010 June 30, 2009 Rolta TUSC Incorporated ('TUSC') June 30, 2010 USA RUS 100 Outstanding for more than 6 months 1,971,606 2,363,130 sheet date have not been made in the Indian GAAP financial Assets and liabilities of OneGIS Inc., as at the acquisition date Piocon Technologies Inc June 30, 2010 USA RUS 100 statements. Rolta Thales Limited June 30,2010 India RIL 51 Others 4,276,261 3,587,818 Total 6,247,867 5,950,948 Fair Values 5.5 Foreign Exchange effects on long term foreign currency The Company holds a 50% stake in Shaw Rolta Limited, a joint monetary items (In Rs. 'thousands) venture company. The remaining 50% shares are held by The Shaw NOTE G - INVENTORIES The Company has adopted the provisions of the notification on AS- ASSETS Group Inc., USA. Inventories comprise the following: 11 'The Effects of Changes in Foreign Exchange Rates' under the Property, plant and equipment 799 Customer relationships 13,621 All of the above entities follow uniform accounting policies, Companies (Accounting Standards) Amendment Rules, 2009 issued ParticularsJune 30, 2010 June 30, 2009 by the Ministry of Corporate Affairs on 31 March 2009. In the Total non-current assets 14,420 except for Rolta International Inc., which follows the reducing balance method of depreciation for certain assets. However, the Systems, software and toolkits 38,774 104,524 preparation of the financial statements in accordance with Indian Accounts receivable 1,056 Total 38,774 104,524 GAAP, the Company had capitalised a portion of the foreign Other receivables 916 impact of this difference on consolidated financial statements is exchange differences on long term foreign currency liabilities as part Order backlog 1,111 not expected to be material. of the cost of property, plant and equipment. Further, the portion of Total current assets 3,083 NOTE H - OTHER CURRENT ASSETS such exchange differences not so capitalized have been accumulated Total identifiable assets 17,503 NOTE D - CASH AND CASH EQUIVALENTS Other current assets comprise the following: in a specific Foreign Currency Monetary Item Translation Difference LIABILITIES Cash and cash equivalents comprise the following: reserve as required by the notification, to be amortized over a ParticularsJune 30, 2010 June 30, 2009 Deferred tax liability on intangibles 5,009 ParticularsJune 30, 2010 June 30, 2009 specified period. Unbilled revenue 939,584 731,599 Total non-current liabilities 5,009 Cash in hand 900 1,026 Prepaid expense 175,184 187,148 In the Company's financial statements in accordance with IFRS, all Loans payable 9,848 Balances with banks in current /cash Interest accrued 2,790 81,413 exchange effects on such long term monetary foreign currency items have credit accounts and deposit accounts 458,505 1,323,635 Accounts payable 9,511 Other receivables 194,218 6,421 Total 459,405 1,324,661 been recorded in the statement of comprehensive income in accordance Employee compensation related liabilities 4,775 Deposits and advances receivable in withIAS21-'TheEffectsofChangesinForeignExchangeRates'. Unearned revenue 1,006 cash and/or kind 784,384 315,112 Reversal of depreciation/amortization charged on capitalized/ Other liabilities 192 NOTE E - RESTRICTED CASH Total 2,096,160 1,321,693 accumulated foreign exchange differences Total current liabilities 25,332 Restricted cash comprise the following: Total identifiable liabilities 30,341 As explained above, the Company has capitalised a portion of the Net identifiable assets and liabilities (12,838) ParticularsJune 30, 2010 June 30, 2009 NOTE I - PROPERTY, PLANT AND EQUIPMENT, NET foreign exchange differences on long term foreign currency liabilities Dividend accounts 44,097 50,478 Property, plant and equipment comprise the following: as part of the cost of property, plant and equipment. The Company Consideration transferred, satisfied in cash 67 Goodwill on acquisition 12,905 Time deposits - 621 has accumulated the portion of such differences not so capitalised, in a Total 44,097 51,099 June 30, 2010 June 30, 2009 specific reserve to be amortized over a specified period. In the Current liabilities settled, satisfied in cash 24,326 Cost preparation of its financial statements in accordance with Indian Total cash outflow on acquisition 24,393 Freehold land 108,624 109,934 GAAP during the year ended June 30, 2010, the Company has Dividend accounts represent balances maintained in specific bank Building 5,050,703 3,813,722 charged depreciation and amortization on such capitalization and All receivables acquired on acquisition of OneGIS are considered accounts for payment of dividends. The use of these funds is restricted Computer, Plant and Machinery 10,327,387 9,673,288 reserve balance respectively. good and collectible by the Management. and can only be used to pay dividends. The corresponding liability for Office Equipment 1,533,362 526,889 payment of dividends is included in 'Other Current Liabilities'. Furniture and fixture 1,027,486 583,635 As explained above, in the Company's financial statements in Goodwill of Rs. 12,905 thousand is primarily related to growth Vehicles 56,774 73,550 accordance with IFRS, all exchange effects on such long term expectations, expected future profitability, the substantial skill and Bank deposits represent fixed deposits placed with banks and deposits Capital work in progress 2,428,457 2,793,143 monetary foreign currency items are recorded in the statement of expertise of the company's staff and expected cost synergies. Goodwill has under lien for bank guarantees and margin deposits. Most of these deposits 20,532,793 17,574,161 comprehensive income in accordance with IAS 21. Accordingly, the beenallocatedtocash-generatingunitsat30June2010. havebeenplacedforaone-yearperiod,andareautomaticallyrenewed.
112 113 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
June 30, 2010 June 30, 2009 NOTE J - INTANGIBLE ASSETS Gross carrying amount30 June 2010 30 June 2009 Foreign Currency Convertible Bonds (FCCB) Accumulated Depreciation Intangible assets comprise of recognised intangibles on acquisition and Opening balance 2,555,829 1,772,908 Particulars30 June 2010 30 June 2009 Freehold Land - - software licenses purchased for internal use. The carrying amounts for Acquired through business combination 12,904 590,618 Opening liability 6,023,081 6,775,217 Building 348,035 266,340 the reporting periods under review can be analysed as follows: Impairment loss recognised - - Accrued interest 402,143 499,394 Computer, Plant and Machinery 3,896,331 3,033,754 Net exchange difference (47,783) 192,303 Office Equipment 149,902 114,755 Closing balance 2,520,950 2,555,829 Exchange loss/(gain) (159,242) 814,403 Furniture and fixture 161,002 128,208 Gross Carrying amount Acquired Customer Intellectual Total Less: Repurchase of FCCB (817,400) (2,065,933) Vehicles 20,812 21,731 software contracts property 5,448,582 6,023,081 licenses and rights For the purpose of annual impairment testing goodwill is allocated to Capital work in progress - - Customer 4,576,082 3,564,788 the following cash generating units, which are units expected to relationship benefit from the synergies of the business combinations in which the The Group, on 28 June 2007 issued 'Zero coupon convertible bonds Balance as at 1 July 2009 45,731 335,422 529,961 911,114 goodwill arises. due 2012' (the "Bonds"). The bonds are convertible at any time on and June 30, 2010 June 30, 2009 Addition, separately acquired 1,867,737 - - 1,867,737 after August 8, 2007 and up to the close of business on 22 June 2012 by Net book value Acquisition through business the holders of the Bonds (the "Bondholders") into newly issued, Freehold land 108,624 109,934 combination - 14,732 - 14,732 Particulars30 June 2010 30 June 2009 ordinary shares of Rs.10 each of the Group (the "Shares") at the option Building 4,702,668 3,547,382 Disposals - - - - Enterprise Geospatial and Defence of the Bondholder, at an initial conversion price of Rs.737.40 per share Computer, Plant and Machinery 6,431,056 6,639,534 Net exchange differences - 747 (8,786) (8,039) Solutions (EGDS) 268,673 242,170 with a fixed rate of exchange on conversion of Rs.40.75 to USD 1.00. Office Equipments 1,383,460 412,134 Balance as at 30 June 2010 1,913,468 350,901 521,175 2,785,544 Enterprise Information Technology The conversion price was reduced to Rs. 368.70 after 1:1 bonus issue Furniture and fixture 866,484 455,427 Solutions (EITS) 2,252,277 2,313,659 in January 2008. Unless previously converted, redeemed or purchased Vehicles 35,962 51,819 Additions separately acquired are software licenses used in the Goodwill allocation at year end 2,520,950 2,555,829 and cancelled, the Bonds will be redeemed in US dollars on 29 June Capital work in progress 2,428,457 2,793,143 development of the group's software solutions. 2012 at 139.391 per cent of their principal amount. 15,956,711 14,009,373 The recoverable amounts of the cash-generating units were determined In June 2009, the Company bought back and cancelled 38,310 FCCBs Amortisation and Acquired Customer Intellectual Total based on value-in-use calculations, covering a detailed three to five year of the face value of USD 1,000 each. In December 2009, the Movements in the cost and accumulated depreciation of property, impairment software contracts property Company further bought back and cancelled 15,000 FCCBs of the plant and equipment are as follows: licenses and rights forecast, followed by an extrapolation of expected cash flows for the Customer units' remaining useful lives using the growth rates stated below. The face value of USD 1,000 each as per the approval / guidelines of Year ended Year ended relationship growth rates reflect the long-term average growth rates for the product Reserve Bank of India at a discount. Consequent to the buy back the June 30, 2010 June 30, 2009 Balance as at 1 July 2009 45,731 81,812 42,109 169,652 lines and industries of the cash-generating units. The growth rate for Company has recognised a net gain of Rs. 112,614 thousand on the said buyback, which is disclosed under 'Other Income'. Cost Additions Disposals Additions Disposals Amortisation 106,629 67,063 7,486 181,178 EGDS and EITS exceeds the overall long-term average growth rates for Freehold land 89 1,399 5,181 - Impairment losses - - - - USA. This is appropriate because this sector is expected to continue to External commercial borrowings Building 1,265,718 28,738 1,640,234 - Disposals - - - - grow at above-average rates for the foreseeable future. Computer Plant and machinery 2,349,527 1,695,408 4,546,644 1,924,635 Net exchange differences - (39) 848 809 The external commercial borrowing from Bank of India is secured by Balance at 30 June 2010 152,360 148,836 50,443 351,639 floating charge on current assets of the Company and from Union Office equipment 1,020,378 13,924 167,406 4,490 Particulars Growth rates Discount rates Furniture and fixtures 466,903 23,051 275,320 4,637 Carrying amount 30 June 2010 1,761,108 202,065 470,732 2,433,905 Bank of India is secured by way of equitable mortgage on specific fixed June 30, 2010 June 30, 2009 June 30, 2010 June 30, 2009 Vehicles - 16,776 1,452 8,253 assets of the Company. Capital work in progress 4,698,003 5,062,689 7,489,989 6,426,040 EGDS 19% 19% 11.70% 12.99% A floating interest rate linked to the prevailing three/six month LIBOR 9,800,618 6,841,985 14,126,226 8,368,055 Gross Carrying amount Acquired Customer Intellectual Total EITS 10% 10% 11.70% 12.99% is charged on the external commercial borrowings. The applicable software contracts property interest rate spread for the year ended 30 June 2010 was 4.5%-5%. In the current year, the additions include the following assets licenses and rights Management's key assumptions for EITS include stable profit acquired on business combination on acquisition of OneGIS Inc. In Customer margins, which have been determined based on past experiences in Termloans from banks the previous year, the additions included assets acquired on relationship this market. The Group's management believes that this is the best Long term working capital Loan acquisition of Piocon Technologies Inc. and the consulting division Balance as at 1 July 2008 45,731 129,680 35,488 210,899 available input for forecasting this mature market. of Whittman Hart. Addition, separately acquired - - 453,829 453,829 The Long term working capital loan is borrowed from Central Bank of Acquisition through business India and is secured by pari-passu charge on the current assets of the combination - 182,844 - 182,844 NOTE L - OTHER LIABILITIES Company June 30, 2010 June 30, 2009 Disposals - - - - Other liabilities comprise the following: Cost Additions Additions Net exchange differences - 22,898 40,644 63,542 A floating interest rate of BPLR less 2% with a floor rate of 9.75% is Computer Plant and machinery 510 14,432 Balance as at 30 June 2009 45,731 335,422 529,961 911,114 Particulars30 June 2010 30 June 2009 charged on monthly outstanding balances. Office equipment 101 748 Income received in advance 99,645 97,405 Other Term loans are secured by floating charge on the current assets Furniture and fixtures 188 2,902 Amortisation and Acquired Customer Intellectual Total Advances from customers 93,989 52,863 of the Parent Company. 799 18,082 Unclaimed dividend 44,097 50,478 impairment software contracts property A floating interest rate linked to prevailing BPLR rates (Benchmark licenses and rights Interest accrued but not due 76,897 8,203 The details of accumulated depreciation and charge for the year on Customer Provision for warranties 1,160 4,660 Prime Lending Rates) is charged on the monthly outstanding total additions and adjustments on disposals are as under; relationship Other liabilities 733,083 1,019,009 balances. The applicable interest rate for the year ended 30 June 2010 Balance as at 1 July 2008 45,731 16,053 7,098 68,882 Total 1,048,871 1,232,618 was 10%. Year ended Year ended Amortisation - 64,896 34,741 99,637 June 30, 2010 June 30, 2009 The maturity profile of long-term borrowings outstanding at 30 June Impairment losses - - - - 2010 is given below: Accumulated Depreciation Charge for Adjustment Charge for Adjustment Disposals - - - - NOTE M - LONG TERM LIABILITY the year on disposals the year on disposals Net exchange differences - 863 270 1,133 Year ending 30 June, Amount Freehold land - - - - Balance at 30 June 2009 45,731 81,812 42,109 169,652 Particulars30 June 2010 30 June 2009 2011 - Building 86,352 4,427 48,717 2,450 Carrying amount 30 June 2009 - 253,610 487,852 741,462 Computer Plant and machinery 2,518,779 1,667,198 1,875,011 1,885,504 Liability on account of foreign currency 2012 214,360 Furniture and fixtures 63,259 20,999 33,359 (4,450) convertible bonds 5,448,582 6,023,081 2013 364,360 Office equipment 51,180 13,182 24,566 24,588 NOTE K - GOODWILL External commercial borrowings/ Foreign currency loans 4,652,620 2,809,969 2014 1,283,803 Vehicles 6,513 7,434 8,213 2,367 The main changes in the carrying amount of goodwill result from the And there after 3,790,797 Capital work in progress - - - - Rupee Term loan from banks 1,000,000 1,000,000 acquisition of OneGIS Inc. in 2010. The net carrying amount of 11,101,202 9,833,050 5,652,620 2,726,083 1,713,240 1,989,866 1,910,459 goodwill can be analysed as follows:
114 115 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
The fair value of long-term debt is estimated by the management to be In assessing the reliability of deferred income tax assets, management NOTE Q - OPERATING REVENUE NOTE V - EMPLOYEE POST-RETIREMENT BENEFITS approximate to their carrying value, since the average interest rate on such considers whether it is more likely than not that some portion or all of Operating revenue comprises the following: The following are the employee benefit plans applicable to the debtiswithintherangeofcurrentinterestratesprevailinginthemarket. the deferred income tax assets will be realized. The ultimate employees of the Group. realization of deferred income tax assets is dependent upon the ParticularsYear ended Year ended NOTE N - EMPLOYEE OBLIGATIONS 30 June 2010 30 June 2009 generation of future taxable income during the periods in which the a) Gratuity benefit plan Employee obligations comprise the following: Enterprise Geospatial and Defence temporary differences become deductible. The amount of the In accordance with applicable Indian laws, the Group provides for Solutions (EGDS) 7,623,073 6,195,497 gratuity, a defined benefit retirement plan ("the Gratuity Plan") deferred income tax assets considered realizable, however, could be Engineering Design and Operations covering eligible employees. The Gratuity Plan provides for a lump Particulars30 June 2010 30 June 2009 reduced in the near term if estimates of future taxable income during Solutions (EDOS) 3,924,704 3,915,312 sum payment to vested employees on retirement, death, Provision for compensated absences 115,682 92,178 the carry forward period are reduced. Enterprise Information Technology Provision for gratuity benefit plan 63,632 50,223 Solutions (EITS) 3,778,927 3,617,320 incapacitation or termination of employment of amounts that are Others - - As at 30 June 2010, the Company's subsidiaries had losses which can Total 15,326,704 13,728,129 based on salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation. Total 179,314 142,401 be carried forward for future utilization within 5 to 15 years. These subsidiaries have been incurring losses and therefore it is considered The following table sets out the funded status of the Gratuity Plan and the NOTE O - TAXES more likely that the deferred tax asset arising from these carried NOTE R - OTHER INCOME amountsrecognizedintheGroup'sconsolidatedfinancialstatements: Taxesfor the year comprise the following: forward net operating losses will not be realized. Accordingly no Other income comprises the following: deferred tax assets have been recognized in respect of these losses. Particulars30 June 2010 30 June 2009 ParticularsYear ended Year ended Change in Benefit Obligation Particulars30 June 2010 30 June 2009 NOTE P - EQUITY AND RESERVES 30 June 2010 30 June 2009 Present Benefit Obligation ('PBO') Current income tax expense 459,496 379,504 Interest income 37,843 145,680\ at the beginning of the year 52,861 39,129 a) Ordinary shares Deferred income tax expense/(benefit) (148,095) (134,138) Dividend income 36,040 91,080 Interest cost 4,229 3,130 The Company presently has only one class of ordinary shares. For all Gain on sale of available for Total 311,401 245,366 Service cost 9,600 9,260 matters submitted to vote in the shareholders meeting, every holder of sale investments 502 4,465 Benefits paid (3,890) (4,888) ordinary shares, as reflected in the records of the Company on the date Exchange gain/(loss) 249,882 (601,221) Actuarial (gain) loss on obligations 832 6,230 The relationship between the expected tax expense based on the 63,632 52,861 of the shareholders' meeting, has one vote in respect of each share Profit on repurchase of FCCB 115,882 482,266 PBO at the end of the year applicable tax rate of the Company and the tax expense actually Others 201,629 53,756 recognized in the statement of comprehensive income can be held. All shares are equally eligible to receive dividends and the Liability recognized Total 641,778 176,026 Present value of obligation 63,632 52,861 reconciled as follows: repaymentofcapitalintheeventofliquidationoftheCompany. Fair value of plan assets - - The Company has an authorized share capital of 250,000,000 Liability recognized in balance sheet 63,632 52,861 Particulars30 June 2010 30 June 2009 equity shares of Rs 10 each. NOTE S - MATERIALS CONSUMED Effective tax rate 33.99% 33.99% Net gratuity cost for the year ended includes the following components: Expected tax expense at prevailing tax rate 890,944 726,371 b) Dividends Materials consumed for the year comprise the following: Tax adjustment for tax-exempt income Indian statutes mandate that dividends be declared out of distributable Particulars30 June 2010 30 June 2009 ParticularsYear ended Year ended Current service cost 9,600 9,260 - Export income exempt from tax (683,227) (677,020) profitsonlyafterthetransferofupto10percentofnetincomecomputed - Exempt income (116,697) (194,881) 30 June 2010 30 June 2009 Interest cost 4,229 3,130 Other tax adjustments in accordance with regulations to a general reserve. Should the Opening stock 104,524 214,187 Net actuarial (gain) loss recognised - Research and development expenditure (18,675) - Company declare and pay dividends, such dividends are required to be Purchases 2,854,429 1,858,278 in the year 832 6,230 - Unrecognised tax benefit on paid in Indian rupees to each holder of equity shares in proportion to the Less: Closing stock (38,774) (104,524) Expenses recognised in the statement of losses of subsidiaries 101,164 180,744 numberofsharesheld. Total 2,920,179 1,967,941 comprehensive income 14,661 18,620 - Disallowance under income tax 47,946 24,280 - Disallowed expenditure on share c) Reserves The movement of the net liability can be reconciled as follows: based payments 28,026 6,265 Additional paid in capital - The amount received by the company NOTE T - EMPLOYEE COSTS - Disallowed expenditure on FCCB interest 136,688 169,744 over and above the par value of shares issued (share premium) is Particulars30 June 2010 30 June 2009 Employee costs comprise the following: - Impact on account of rate change (10,885) - shown under this head. Movements in the liability recognized - Others (63,883) 9,863 ParticularsYear ended Year ended Opening netliability 52,861 39,129 Actual tax expense net 311,401 245,366 Statutory reserves - The Debenture redemption reserve has been 30 June 2010 30 June 2009 Expense as above 14,661 18,620 created as per the requirement of Section 117 C of Indian Companies Salaries, wages and bonus 4,763,442 5,112,237 Contribution paid (3,890) (4,888) Act 1956. The other reserves are created in accordance with Articles Share based payments 82,454 18,433 Closing net liability 63,632 52,861 No temporary differences resulting from investments in subsidiaries or of Association of Rolta Saudi Arabia Ltd and the regulations for Contribution to provident and other funds 202,874 164,447 For determination of the liability,the following actuarial assumptions were used: associates qualified for recognition as deferred tax assets or liabilities. companies in the Kingdom of Saudi Arabia, the Company maintains a Welfare expenses 27,313 28,119 Total 5,076,083 5,323,236 The tax effect of significant temporary differences that resulted in statutory reserve equal to one half of its share capital. Such reserve is Particulars30 June 2010 30 June 2009 deferred income tax assets and liabilities and a description of the items notcurrentlyavailablefordistributiontotheshareholders. Discount rate 8.00% 8.00% that create those differences are given below: Rate of increase in compensation levels 5.00% 5.00% Revaluation reserve - The revaluation reserve comprises gains and NOTE U - JOINTLYCONTROLLED ENTITIES losses due to the revaluation of certain financial assets and property, Shaw Rolta Limited is the only jointly controlled entity within the Current service cost and interest cost are included in employee costs. plant and equipment. Foreign currency translation differences are Particulars30 June 2010 30 June 2009 Group. Its financial statements have been incorporated into Rolta's The development of Group's defined benefit scheme relating to gratuity may included in the translation reserve. also be summarised as follows: Deferred income tax assets - Non current consolidated financial statements using proportionate consolidation. Net operating loss of Rolta International Inc. 71,078 68,626 Other financial assets - 59,168 Translation reserve - Assets and liabilities of foreign subsidiaries are The aggregate amounts relating to Shaw Rolta Limited that have been Particulars Defined Experience Employee Benefits 116,796 59,112 translated into Indian rupees at the rate of exchange prevailing as at the included in the consolidated financial statements are as follows: benefit adjustments 187,874 186,906 Balance Sheet date. Revenue and expenses are translated into Indian obligation on plan Particulars30 June 2010 30 June 2009 Deferred income tax liabilities - Non current rupees by averaging the exchange rates prevailing during the period. liabilities Non-current assets 5,989 5,108 Intangible Assets 49,632 18,629 2005 28,626 765 The exchange difference arising out of the year-end translation is being Current assets 271,319 279,612 Difference in depreciation on Property, 2006 32,455 (1,492) debitedorcreditedtoTranslationAdjustmentAccount. Non-current liabilities - - plant and equipment 278,532 450,300 2007 30,149 3,583 Current liabilities 41,791 60,443 328,164 468,929 Accumulated earnings - Accumulated earnings include all current 2008 37,776 4,988 Income 349,543 495,629 Net deferred income tax liability 140,290 282,023 and prior period results as disclosed in the statement of 2009 52,861 6,230 Expenses 316,118 341,107 2010 63,632 832 comprehensive income
116 117 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
b) Provident fund benefit plan NOTE W - SHARE BASED EMPLOYEE REMUNERATION On 27 June 2008, the Company granted further 1,455,500 stock options Apart from being covered under the Gratuity Plan described earlier, ESOP 2003 out of the balance and lapsed stock options available under the Employee employees of the Indian companies participate in a provident fund plan; Stock Options Plan 2007 (ESOP - 2007) and Employee Stock Options Weighted average share price (Rs)* 55.675 - 339.35 On 31 December 2003, the Company granted 911,500 stock options Plan 2008 (ESOP - 2008). These options were granted at an exercise price a defined contribution plan. The Group makes annual contributions out of the balance and lapsed stock options available under the Exercise price (Rs)* 55.675 - 339.35 based on a specified percentage of salary of each covered employee to a of Rs.261.75, which was the closing price as on the date of the grant of the Weighted average volatility rate 44% - 62% Employee Stock Options Plan (ESOP 2000). These Options were options. The first 50% of these options shall become available for exercise government recognized provident fund. The Group does not have any granted at an exercise price of Rs. 111.35, which was the closing market Dividend pay outs 35% - 40% on 27 June 2010 and one Option if exercised is convertible into one-equity Risk free rate 6.50% - 8.00% further obligation to the provident fund plan beyond making such price on the date of the grant of Options. These options are available for share the exercise price mentioned below. Out of the options granted contributions. Upon retirement or separation an employee becomes exercise over a period of 4 years in the following manner, 25% of the 95,000 options lapsed on account of cessation of employment and Average remaining life 1- 48 months entitled for this lump sum benefit, which is paid directly to the options in each of the years following the end of 2nd, 3rd, 4th and 5th 1,347,500optionslapsedonaccountofsurrenderofoptionsgrantedasper concerned employee by the fund. The Group contributed year after the grant of the options. Out of these options a total of the provisions of ESOP Plan amended on 15 June 2009 (approval given by * Prices have been accordingly adjusted for the 1:1 bonus issue in 2008. approximately Rs. 25,384 thousand (2009: Rs 25,818 thousand) to the 530,934 numbers of options were exercised by eligible employees. shareholderbyPostalBallot). The underlying expected volatility was determined by reference to provident fund plan during the year ended 30 June 2010. 380,566 numbers of Options had lapsed due to non-exercise of options historical data, adjusted for unusual share price movements. No and cessation of employment. This scheme has now expired. Further on 3 November 2008, the Company granted further 120,000 stock options out of the balance and lapsed stock options special features inherent to the options granted were incorporated c) Compensated absence plan (defined benefit plan) ESOP 2006 available under the Employee Stock Options Plan 2008 (ESOP - into measurement of fair value. The Company permits encashment of leave accumulated by their On 24 April 2006, the Company granted further 852,500 stock 2008). These options were granted at an exercise price of Rs.191.70, In total, Rs 82,454 thousands of employee remuneration expense has employees on retirement, separation and during the course of service. which was the closing price as on the date of the grant of the options out of additional 1,500,000 options made available for grant been included in the consolidated statement of comprehensive The liability for encashment of privilege leave is determined and options. The first 50% of these options shall become available for to eligible employees under the Employee Stock Options Plan 2005 income for 2010 (2009: Rs. 18,433 thousands) which gave rise to provided on the basis of actuarial valuation performed by an exercise on 3 November 2010 and one Option if exercised is (ESOP - 2005). These Options were granted at an exercise price of additional paid-in capital. No liabilities were recognized due to share- independent actuary at balance sheet date. Rs. 252.30, which was the closing market price on the date of the grant convertible into one-equity share the exercise price mentioned of Options. The first 75% of these Options became available for below. Out of these 120,000 Options surrendered as per the based payment transactions. The following table sets out the status of the Compensated absence exercise on 24 April 2008 and 24 April 2009 and balance 25% Provisions of ESOP Plan amended on 15 June 2009 (approval given NOTE X - RELATED PARTY TRANSACTIONS plan of Rolta and the corresponding amounts recognized in the becomes available for exercise on 24 April 2010. Out of these options by shareholders through Postal Ballot). Group's consolidated financial statements: Related parties with whom the Group has transacted during the year a total of 224,913 numbers of options were exercised by eligible ESOP 2009 Key Management Personnel employees. Out of the options granted, 260,749 numbers of Options On 10 August 2009, the Company granted further 5,989,500 stock had lapsed due to cessation of employment. options out of the balance and lapsed stock options available under Mr. K K Singh Chairman & Managing Director Particulars30 June 2010 30 June 2009 Mr. A D Tayal Jt. Managing Director Change in Benefit Obligation ESOP 2007 the Employee Stock Options Plan 2007 (ESOP - 2007) and Dr. Aditya Singh Jt. Managing Director (upto 31 January 2010) PBO at the beginning of the year 100,718 68,760 On 24 April 2007, the Company granted further 1,427,500 stock surrendered options under Employee Stock Option Plans 2007 & Mr. A. P Singh Jt. Managing Director Interest cost 8,057 5,502 options out of the balance and lapsed stock options available under 2008. These Options were granted at an exercise price of Rs. 145.15, Mr. Hiranya Ashar Director Finance & Chief Financial Officer Service cost 25,185 29,156 the Employee Stock Options Plan 2005 (ESOP - 2005) and Employee which was the closing market price on the date of the grant of Mr. Ben Eazzetta Director & President International Operations Benefits paid (32,547) (19,239) Stock Options Plan 2007 (ESOP - 2007). These Options were granted Options. The first 25% of these options shall become available for Actuarial (gain) loss on obligations 14,269 16,539 at an exercise price of Rs. 419.70, which was the closing market price exercise on 10 August 2010. Out of the options granted 59,500 Enterprises over which significant influence exercised by key management PBO at the end of the year 115,682 100,718 on the date of the grant of Options. The first 50% of these options has options lapsed on account of cessation of employment. personnel/ directors become available for exercise on 24 April 2009 and one Option if On 23 September 2009, the Company further granted 15,000 stock Rolta Limited Company controlled by Mr. K K Singh Net compensated absence cost for the years ended included the following exercised is convertible into two-equity shares. Out of the options options out of the balance and lapsed stock options available under Rolta Properties Pvt. Ltd Company controlled by Mr. K K Singh components: granted 225,000 options lapsed on account of cessation of the Employee Stock Options Plan 2009 (ESOP - 2009). These options Rolta Resources (P) Ltd Company controlled by Mr. K K Singh were granted at an exercise price of Rs.174.15, which was the closing Rolta Holding & Finance Corporation Ltd Company controlled by Mr. K K Singh employment and 1,065,000 options lapsed on account of surrender of Kanga & Company Solicitors firm in which Mr. K R Modi, Particulars30 June 2010 30 June 2009 options granted as per the provisions of ESOP Plan amended on 15 price as on the date of the grant of Options. The first 25% of these Director of the Company, is a partner Current service cost 25,185 29,156 June 2009 (approval given by shareholder by Postal Ballot). On 23 options shall become available for exercise on 23 September 2010 and Lanier Ford Shaver & Payne P. Company Law firm in which Mr. John R Wynn, an Interest cost 8,057 5,502 July 2007 125,000 Options were granted out of ESOP Plan 2007, at an one Option if exercised is convertible into one-equity share the Officer of Rolta US, is a legal counsel Net actuarial (gain) loss exercise price of Rs.481.45, which was the closing market price on the exercise price mentioned below. recognised in the year 14,269 16,539 date of grant of Options. The first 50% of these Options shall become On 29 January 2010, the Company further granted 120,000 stock Associates Expenses recognised in the statement of available for exercise on 23 July 2009. 125,000 Options lapsed on options out of the balance and lapsed stock options available under Stone & Webster Inc. USA Joint Venture Partner in Shaw Rolta Limited comprehensive income 47,511 51,197 account of surrender of such Options. the Employee Stock Options Plan 2009 (ESOP - 2009). These options Mashail Al-Khaleej Minority shareholder in were granted at an exercise price of Rs.204.70, which was the closing Rolta Saudi Arabia Limited The actuarial assumptions used in accounting for the Compensated absence ESOP 2008 price as on the date of the grant of Options. The first 25% of these plan were as follows: On 31 January 2008, the Company granted further 125,000 stock options shall become available for exercise on 29 January 2011 and options out of the balance and lapsed stock options available under one Option if exercised is convertible into one-equity share the Summary of transactions with related parties during the year the Employee Stock Options Plan 2007 (ESOP - 2007). These exercise price mentioned below. Out of the options granted 20,000 Nature of TransactionYear ended Year ended Particulars30 June 2010 30 June 2009 Options were granted at an exercise price of Rs. 232.15, which was the Discount rate 8.00% 8.00% options lapsed on account of cessation of employment. June 30, 2010 June 30, 2009 closing market price on the date of the grant of Options. The first Transactions with key management personnel Rate of increase in compensation levels 5.00% 5.00% 50% of these options shall become available for exercise on 31 January The aggregate share options and weighted average exercise price under all the above mentioned plans are as follows for the reporting Remuneration 159,309 201,837 2010 and one Option if exercised is convertible into one-equity share Amount payable at the year end 100,748 125,771 Current service cost and interest cost are included in employee costs. periods presented: the exercise price mentioned below. Out of these 125,000 Options Share based payments - - The development of Group's defined benefit scheme relating to compensated surrendered as per the Provisions of ESOP Plan amended on 15 June 2010 2009 Transactions with enterprises over which absences may also be summarised as follows: 2009 (approval given by shareholders through Postal Ballot). Number* Price* Number* Price* significant influence exercised by key Rs. Rs. management personnel/ directors. On 30 April 2008, the Company further granted 300,000 stock Outstanding at July 1 4,985,464 207.86 6,203,900 208.16 Rent/ business centre fees paid 108,132 73,484 Particulars Defined Experience options out of the balance and lapsed stock options available under Granted 6,124,500 147.07 120,000 191.70 Technical fees paid 172,322 181,862 benefit adjustments Forfeited (324,500) 272.72 - the Employee Stock Options Plan 2007 (ESOP - 2007). These options Exercised (188,202) 71.08 (109,064) 75.35 Professional fees paid 12,204 26,009 obligation on plan were granted at an exercise price of Rs.339.35, which was the closing Expired/Surrendered (3,480,586) 217.80 (1,229,372) 219.49 Security deposit given 252,391 254,489 liabilities price as on the date of the grant of Options. The first 50% of these Outstanding as at June 30 7,116,676 148.17 4,985,464 207.86 Reimbursements paid - 170,000 2005 14,938 2,111 Amount payable at the year end 6,191 7,381 options shall become available for exercise on 30 April 2010 and one *Allfigureshavebeenaccordinglyadjustedforthe1:1bonusissuein2008. 2006 18,917 6,509 Option if exercised is convertible into one-equity share the exercise Amount receivable at the year end - 446 2007 27,463 14,530 price mentioned below. Out of the above Options granted 150,000 Allsharebasedemployeeremunerationwouldbesettledinequity.Thegroup Transactions with Associates Sale of goods/ services 312,750 431,934 2008 63,736 40,879 options lapsed on account of cessation of employment and 100,000 hasnolegalorconstructiveobligationtorepurchaseorsettletheoptions. 2009 100,718 16,539 Reimbursements paid 37,090 61,394 Options surrendered as per the Provisions of ESOP Plan amended on Amount receivable 29,258 78,957 2010 115,682 14,269 The fair values of options granted are determined using the Black- 15 June 2009 (approval given by shareholders through Postal Ballot). Scholes valuation model. Significant inputs into the calculation are: Amount payable 15,108 13,686
118 119 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
The directors are covered under the Group's gratuity policy along The present value of future minimum lease payments for these leases as Particulars EGDS EDOS EITS Total receivables including unbilled income, accrued interest, deposits and with other employees of the Group. Proportionate amount of gratuity of 30 June 2010 is as under; 2009 2009 2009 2009 advances receivable in cash and kind. is not included in the aforementioned disclosures as it cannot be Particulars 30 June 2010 Revenue The directors consider that the carrying amount of loans and separately ascertained. Minimum lease payments due not later From external customers 6,195,497 3,915,312 3,617,320 13,728,129 receivables approximates their fair value. than one year 6,551 Inter-segment revenue - - - NOTE Y - EARNINGS PER SHARE Later than one year but not later than Segment revenue 6,195,497 3,915,312 3,617,320 13,728,129 Bank balances and cash comprise cash and short-term deposits held by The basic earnings per share for the year ended 30 June 2010 and 30 five years 14,852 Identifiable operating expenses 3,574,474 2,428,003 3,090,391 9,092,868 the group treasury function. The carrying amount of these assets June 2009 have been calculated using the net results attributable to Later than five years 6,022 Segment operating profit 2,621,023 1,487,309 526,929 4,635,261 approximates their fair value. shareholders of Rolta as the numerator. 27,425 Add: Other income (unallocable) - - - 176,026 Less: Interest charges (6,973) Less: Interest (unallocable) - - - 681,799 The investments in short term included investment in daily dividend Calculation of basic and diluted EPS is as follows: Present value of net minimum Less: Depreciation and plan of reputed mutual funds, where the carrying value represents fair lease payments 20,452 amortization (unallocable) - - - 2,089,503 value. The fair values of these securities are based on quoted market Particulars30 June 2010 30 June 2009 Current portion 5,047 Less: Other unallocable expenses - - - (970,29) prices. Profit attributable to shareholders Non-current portion 15,405 Profit before tax - - - 2,137,014 of Rolta, for basic and dilutive 2,315,204 1,899,030 Long term investments represent investments in listed equity securities which present the Group with opportunity for return Weighted average number of Segment Assets and Liabilities shares outstanding during the year for Basic 161,095,220 160,958,594 through dividend income and trading gains. The fair values of these Cost of furniture and equipment purchased under capital leases have is 30 June 2010 30 June 2009 Effect of dilutive potential ordinary shares: Rs. 18,358 (2009: Rs. Nil) and the related accumulated depreciation is securities are based on quoted market prices. Employee stock Options 1,165,659 392,486 Segment assets Weighted average number of shares Rs 3,439 (2009: Rs Nil). Enterprise Geospatial and Defence Given below is the summary of financial assets as categorised in outstanding during the year for dilutive 162,260,879 161,351,080 Solutions (EGDS) 268,673 242,170 IAS 39: NOTE BB - SEGMENT REPORTING Enterprise Information Technology Basic EPS, in Rs. 14.37 11.80 On adoption of IFRS 8 Operating Segments from the current year, the Diluted earnings per share, in Rs. 14.27 11.77 Services (EITS) 2,252,277 2,313,659 Particulars30 June 2010 30 June 2009 operating segments identified by the Group are in line with the Goodwill 2,520,950 2,555,829 Non current assets Group's primary business lines namely, Enterprise Geospatial and Unallocated 28,016,805 24,044,837 Available for sale - - The effect of conversion option of FCCBs is anti dilutive in nature. Defence Solutions ('EGDS'), Engineering Design and Operations Total 30,537,755 26,600,666 Held to maturity - - NOTE Z - COMMITMENTS AND CONTINGENCIES Solutions ('EDOS'); and Enterprise Information Technology Segment liabilities Current assets Unallocated 14,550,835 12,408,154 Solutions ('EITS'). The Chief Operating Decision Maker ('CODM') Available for sale 552,012 354,171 A summary of the contingencies existing as at year ended is as follows: Total 14,550,835 12,408,154 Loans and receivables 8,808,248 8,410,154 evaluates the company's performance and allocates resources based Capital expenditure Particulars30 June 2010 30 June 2009 on an analysis of various performance indicators by business lines and Unallocated 5,102,614 6,636,237 Bills of Guarantee & Bills of geographic segmentation of customers. Accordingly, segment Total 5,102,614 6,636,237 Discounting given by Bankers (including NOTE DD - OTHER FINANCIAL LIABILITIES counter guarantees issued by them) 1,007,713 1,109,414 information has been presented both along business lines and Accounts and other payables principally comprise amounts Letters of Credit issued by Bankers 37,247 47,817 geographic segmentation of customers. A brief description of the outstanding for trade purchases and ongoing costs. Group's services and the segments is as below; The Group does not track most assets and liabilities by business Guarantee given to third party segment, as these are invariably used for all business segments. The for Office rentals - 582 The directors consider that the carrying amount of accounts payables Enterprise Geospatial and Defence Solutions ('EGDS') Under this Group's buildings and IT infrastructure are its principal non-current approximates to their fair value. Contingent Liabilities not provided for: segment the company provides Geo Spatial services for Asset Income Tax Demand for Assessment assets, and these are used for all the segments depending on the management and Facilities Management and Geographic Information requirements for that period. The only assets which are specifically Given below is the summary of financial liabilities as categorised in Year. 2005-2006 (Paid under IAS 39: protest Rs.1,358 thousand) - 2,716 Systems (GIS). The solutions offered by the company provide tracked are the receivables relating to the service line segments. In view Estimated amount of contracts advanced capabilities in applications such as mapping, surveying, of this, management believes that it is currently not practicable to remaining to be executed on capital image processing digital photogrammetry etc. provide segment disclosures relating to total assets and liabilities except Particulars30 June 2010 30 June 2009 Non current liabilities account and not provided for for separate disclosure of Goodwill allocated to the separate segments. (net of advances) 251,168 - Engineering Design and Operations Solutions ('EDOS') Borrowings: Under this segment the company provides design automation tools Financial liabilities at amortised cost 11,101,202 9,833,050 Geographical information Current liabilities NOTE AA - LEASES and engineering services for Plant Design Automation and Borrowings: 30 June 2010 30 June 2009 The Group has entered into commercial leases for certain properties which Mechanical Design Automation. Financial liabilities at amortised cost 1,433,251 - Revenue Non-current Revenue Non-current Financial liabilities at fair value through are either cancelable or non-cancellable. These leases have durations of 1 Enterprise Information TechnologySolutions ('EITS') assets assets to3yearswithanoptionforrenewalattheendofleaseterm. profit and loss account 27,748 8,862 The company offers end -to-end eSecurity services and solutions. India (domicile) 9,058,644 17,426,891 7,557,289 13,777,767 Accounts payables: The future minimum rentals payable under non-cancellable operating Rolta offers networking infrastructure services using sophisticated North America 4,399,254 3,474,106 4,342,423 3,513,562 Financial liabilities at amortised cost 221,085 586,174 leases are as follows: software such as CA-Unicenter TNG. Other countries 1,868,806 10,569 1,828,417 15,335 Total 15,326,704 20,911,566 13,728,129 17,306,664 NOTE EE - FAIR VALUEHIERARCHY Particulars 30 June 2010 Particulars EGDS EDOS EITS Total Minimum lease payments due not later The Group adopted the amendments to IFRS 7 Improving Disclosures 2010 2010 2010 2010 Revenues from external customers in the Group's domicile, India as than one year 157,932 Revenue about Financial Instruments effective from 1 June 2009. These Later than one year but not later than From external customers 7,623,073 3,924,704 3,778,927 15,326,704 well as from North America (USA and Canada) and revenues from amendments require the Group to present certain information about five years 174,598 Inter-segment revenue - - - - other countries (in Europe, Middle East and Australia) have been financial instruments measured at fair value in the statement of financial Later than five years 101,662 Segment revenue 7,623,073 3,924,704 3,778,927 15,326,704 identified on the basis of customer's geographical location. Non- position. In the first year of application comparative information need Identifiable operating expenses 3,884,688 2,378,719 3,293,063 9,556,470 current assets have been allocated based on their physical location. not be presented for the disclosures required by the amendment. Operating lease payments made by the Group recorded as rent Segment operating profit 3,738,385 1,545,985 485,864 5,770,234 Non-current assets do not include financial instruments, deferred tax Accordingly, the disclosure for the fair value hierarchy is only presented expense in the current year amounted to Rs 214,848 (2009: Rs Add: Other income (unallocable) - - - 641,778 assets, post employment benefit assets and any rights arising out of for the 30 June 2010 year end. 195,388). Less: Interest (unallocable) - - - 821,111 insurance contracts. Less: Depreciation and The following table presents financial assets and liabilities measured The Group uses leased furniture and equipment in providing services to amortization (unallocable) - - - 2,907,262 NOTE CC - OTHER FINANCIAL ASSETS at fair value in the statement of financial position in accordance with clients and for office use. For financial reporting purposes, minimum Less: Other unallocable expenses - - - 62,446 Loans and receivables comprise, accounts receivables from the the fair value hierarchy. This hierarchy groups financial assets and Profit before tax - - - 2,621,193 lease rentals relating to furniture and equipment have been capitalized. rendering of services and implementation of IT solutions and other liabilities into three levels based on the significance of inputs used in
120 121 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated) Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
measuring the fair value of the financial assets and liabilities. The fair NOTE GG - RISK MANAGEMENT OBJECTIVES AND Nominal amounts June 30, 2010 June 30, 2009 Interest rate sensitivity value hierarchy has the following levels: POLICIES GBP INR GBP INR The Group's policy is to minimise interest rate cash flow risk exposures - Level 1: quoted prices (unadjusted) in active markets for identical The Group is exposed to a variety of financial risks which results from (In 000's) (In 000's) (In 000's) (In 000's) on long-term borrowing. The Group, on 28 June 2007 issued 'Zero assets or liabilities; the Group's operating and investing activities. The Group's risk Short term exposure coupon convertible bonds due 2012' (the "Bonds"). The bonds are management is coordinated its parent company, in close co-operation Financial assets 3,985 279,262 3,021 220,112 convertible at any time on and after August 8, 2007 and up to the close of - Level 2: inputs other than quoted prices included within Level 1 that with the board of directors and the core management team of the Financial liabilities 5,814 407,436 7,632 556,076 business on 22 June 2012 by the holders of the Bonds (the are observable for the asset or liability, either directly (i.e as prices) or subsidiaries, and focuses on actively securing the Group's short to Net short term exposure (1,829) (128,174) (4,611) (335,964) "Bondholders") into newly issued, ordinary shares of Rs.10 each of the indirectly (i.e derived from prices); and medium term cash flows by minimising the exposure to financial Long term exposure Group (the "Shares") at the option of the Bondholder, at an initial - Level 3: inputs for the asset or liability that are not based on markets. Financial assets 48 3,356 73 5,309 conversion price of Rs.737.40 per share with a fixed rate of exchange on observable market data (unobservable inputs). Financial liabilities 1,109 77,719 1,535 111,827 conversion of Rs.40.75 to USD 1.00. The Group does not actively engage in the trading of financial assets Net Long term exposure (1,061) (74,363) (1,462) (106,518) The level within which the financial asset or liability is classified is for speculative purposes nor does it write options. Unless previously converted, redeemed or purchased and cancelled, determined based on the lowest level of significant input to the fair US Dollar and GBP Sensitivity analysis the Bonds will be redeemed in US dollars on 29 June 2012 at 139.391 Financial assets that potentially subject the Group to concentrations US Dollar conversion rate was Rs. 48.09 at the beginning of the per cent of their principal amount. value measurement. The financial assets and liabilities measured at fair of credit risk consist principally of cash equivalents, accounts year and scaled to a high of Rs. 49.40 and to low of Rs. 44.33. The Since, there is no interest rate cash outflow associated with the Bonds; value in the Consolidated Balance Sheet are grouped into the fair value receivables, other receivables, investment securities and deposits. By closing rate is Rs.46.60. Considering the volatility in direction of an interest rate sensitivity analysis has not been performed. hierarchy as follows: their nature, all such financial instruments involve risk including the strengthening dollar upto 5%, the sensitivity analysis has been credit risk of non-performance by counter parties. disclosed at 5% movements on strengthening and weakening effect The Group has also borrowed ECBs, Rupee term loans and long term Particulars 30 June 2010 Level 1 Level 2 Level 3 Total for presenting comparable movement due to currency fluctuations. working capital loans. In case of LIBOR / Benchmark prime lending Assets The Group's cash equivalents and deposits are invested with banks, If the INR had strengthened against the US Dollar by 5% (2009: 10%) rate (BPLR) increases by 150 basis points (2009: 150 basis points) then Available for sale financial whereas investment securities represent investments in liquid debt then this would have had the following impact: such increase shall have the following impact on: assets - Investments in liquid funds that are traded actively. mutual fund units 552,012 552,012 - - 552,012 30 June 2010 30 June 2009 Liabilities The Group's trade and other receivables are actively monitored to Derivative financial instrument - - - - - review credit worthiness of the customers to whom credit terms are USD USD 30 June 2010 30 June 2009 - Embedded derivative on granted and also avoid significant concentrations of credit risks. (In 000's) (In 000's) GBP GBP FCCB call option 27,748 - 27,748 - 27,748 The Group's interest-rate risk arises from long-term borrowings. Net results for the year 849 998 (In 000's) (In 000's) Borrowings obtained at variable rates expose the Group to cash flow Equity - - Net results for the year (84,789) (57,150) Measurement of fair value interest-rate risk. Borrowings issued at fixed rates expose the Group to The methods and valuation techniques used for the purpose of fair value interest-rate risk. Equity - - If the INR had weakened against the US Dollar by 5% (2009: 10%) measuring fair value are unchanged from the previous year Foreign Currency sensitivity then this would have had the following impact: Investments in liquid mutual funds The overseas entities of the Group operate in different countries. The In case of LIBOR / Benchmark prime lending rate (BPLR) decreases by The fair value of the investment has been determined at quoted market 30 June 2010 30 June 2009 functional currency of such entities is the currency being used in that 150 basis points (2009: 150 basis points) then such decrease shall have prices at the reporting date. These units are publicly traded on stock USD USD particular country. The bulk of contributions to the Group's assets, the following impact on: exchanges and the quoted market prices are readily available. Such liabilities, income and expenses in foreign currency are denominated (In 000's) (In 000's) investments have been categorized in Level 1. in US Dollar and Pound Sterling. Apart, from these two currencies, Net results for the year (768) (817) Derivatives foreign currency transactions are entered into by entities in Euro, Equity - - 30 June 2010 30 June 2009 These mostly represent foreign exchange forward covers and the fair Saudi Riyal, Canadian Dollar, Australian Dollar and UAE Dirhams as GBP GBP values of these contracts are estimated using a valuation technique that applicable in the country in which the particular entity operates. Pound conversion rate was Rs. 78.94 at the beginning of the year and scaled to a high of Rs. 81.13 and to low of Rs. 65.65. The closing rate is (In 000's) (In 000's) maximizes the use of observable market inputs e.g market exchange and However, the size of these entities relative to the total Group and, the Rs. 70.07. Considering the volatility in direction of strengthening Net results for the year 84,789 57,150 interest rates. Such contracts have been categorized in Level 2. volume of transactions in such currencies are not material. dollar upto 10%, the sensitivity analysis has been disclosed at 10% Equity - - The Group's derivative financial liabilities classed under Level 2 Thus, the foreign currency sensitivity analysis has been performed movements on strengthening and weakening effect for presenting pertaining to valuation of embedded derivative options on FCCBs, are only in relation to US Dollar (USD) and Pound Sterling (GBP). comparable movement due to currency fluctuations. valued by management using a valuation technique that uses inputs Exposure in US Dollars and GBP If the INR had strengthened against the GBP by 10% (2009: 10%) The bank deposits are placed on fixed rate of interest of approximately from quoted market prices and using volatility of the quoted market then this would have had the following impact: 6%. As the interest rate does not vary unless such deposits are Foreign currency denominated financial assets and liabilities, price and market interest rates. withdrawn and renewed, sensitivity analysis is not performed. translated into USD at the closing rate, are as follows. 30 June 2010 30 June 2009 NOTE FF - DERIVATIVE FINANCIAL INSTRUMENTS Credit risk analysis The Group's derivative financial instruments pertain mainly to forward GBP GBP Nominal amounts June 30, 2010 June 30, 2009 The Group's exposure to credit risk is limited to the carrying cover contracts taken by the Group for repayment of long term USD INR USD INR (In 000's) (In 000's) amount of financial assets recognised at the balance sheet date, as borrowings. The counterparty for such forward contracts is a bank or Net results for the year 180 444 (In 000's) (In 000's) (In 000's) (In 000's) summarised below: Equity - - financial institution. As at 30 June 2010, the Group had derivative Short term exposure contracts for approximately USD 32,240K, the impact of fair valuation Financial assets 21,643 1,008,549 16,561 792,794 of such contracts was not considered material. Others pertain to an Financial liabilities 12,663 590,095 11,918 570,538 If the INR had weakened against the GBP by 10% (2009: 10%) then 30 June 2010 30 June 2009 embedded derivative recognised on the call option to FCCBs. Net short term exposure 8,980 418,454 4,643 222,256 this would have had the following impact: Cash and cash equivalents 459,405 1,324,661 These derivative financial instruments are valued based on quoted Long term exposure Highly liquid investments 552,012 354,171 Financial assets 75,985 3,540,911 74,832 3,582,188 Accounts receivables 6,247,867 5,950,948 prices for similar assets and liabilities in active markets or inputs that 30 June 2010 30 June 2009 are directly or indirectly observable in the marketplace. Financial liabilities 15,024 700,129 5,000 239,350 Unbilled revenues 939,584 731,599 Net Long term exposure 60,961 2,840,783 69,832 3,342,838 GBP GBP Deposits and advances recoverable Particulars30 June 2010 30 June 2009 (In 000's) (In 000's) in cash and kind 784,384 315,112 Net results for the year (148) (364) Other receivables 194,218 6,421 Foreign currency denominated financial assets and liabilities, Total 9,177,470 8,682,912 Others (In INR 000's) 27,748 8,862 translated into GBP at the closing rate, are as follows. Equity - -
122 123 Notes to Consolidated Financial Statements Auditors Report on the Abridged Accounts Prepared in Accordance with IFRS (All amounts in thousands of Indian Rupees, unless otherwise stated)
The Group continuously monitors defaults of customers and other NOTE HH - CAPITAL MANAGEMENT POLICIES AND To counterparties, identified either individually or by the Group, and PROCEDURES The Members of incorporates' this information into its credit risk controls. The The Group's capital management objectives are: ROLTA INDIA LIMITED Group's policy is to deal only with creditworthy counterparties. ? toensuretheGroup'sabilitytocontinueasagoingconcern;and The Group's management considers that all the above financial assets that We have examined the attached abridged Balance Sheet of Rolta covered by our report of even date to the members of the ? to provide an adequate return to shareholders. are not impaired for each of the reporting dates under review are of good India Limited (the Company) as at June 30, 2010 the related Company which report is attached. by pricing products and services commensurately with the credit quality, including those that are past due. None of the Group's abridged Profit and Loss Account for the year ended on that date For KHANDELWAL JAIN & CO. level of risk. financialassetsaresecuredbycollateralorothercreditenhancements. annexed thereto and the abridged Cash Flow Statement for the Chartered Accountants, In respect of trade and other receivables, the Group's exposure to any The Group monitors capital on the basis of the carrying amount of year ended on that date, together with the significant Firm Registration No. 105049W significant credit risk exposure any single counterparty or any groups equity plus its subordinated loan, less cash and cash equivalents as accounting policies and notes thereon. These abridged financial of counterparties having similar characteristics is considered to be presented on the face of the balance sheet. Capital for the reporting negligible. The credit risk for liquid funds and other short-term statements have been prepared by the Company pursuant to periods under review is summarised as follows: (SHIVRATAN AGARWAL) financial assets is considered negligible, since the counterparties are Rule 7A of the Companies (Central Government's) General reputable banks with high quality external credit ratings. The Group's goal in capital management is to maintain a capital-to- PARTNER overall financing structure ratio as low as possible. Rules and Forms 1956 and are based on the audited accounts of Membership No.104180 Liquidity risk analysis The Group sets the amount of capital in proportion to its overall the Company for the year ended June 30, 2010 prepared in Place : Mumbai The Group manages its liquidity needs by carefully monitoring scheduled financing structure, i.e. equity and financial liabilities other than its accordance with Schedule VI of the Companies Act, 1956 and is Date : August 10, 2010 debt servicing payments for long-term financial liabilities as well as cash- subordinated loan. The Group manages the capital structure and outflows due in day-to-day business. Liquidity needs are monitored in makes adjustments to it in the light of changes in economic conditions various time bands, on a day-to-day and week-to-week basis, as well as on and the risk characteristics of the underlying assets. In order to the basis of a rolling 30-day projection. Long-term liquidity needs for a maintain or adjust the capital structure, the Group may adjust the 180-dayanda360-daylookoutperiodareidentifiedmonthly amount of dividends paid to shareholders, return capital to Auditors Report The Group maintains cash and marketable securities to meet its liquidity shareholders, issue new shares, or sell assets to reduce debt. requirements for up to 30-day periods. Funding in regards to long-term To liquidity needs is additionally secured by an adequate amount of 30 June 2010 30 June 2009 The Members of committedcreditfacilitiesandtheabilitytoselllong-termfinancialassets. Total equity 15,986,920 14,192,512 Add: Subordinated loan 5,448,582 6,023,081 ROLTAINDIA LIMITED As at 30 June 2010, the Group's liabilities have contractual maturities Less: Cash & cash equivalents (459,405) (1,324,661) 1. We have audited the attached Balance Sheet of ROLTA INDIA d) In our opinion, the Balance Sheet, Profit and Loss Account which are summarised below: Capital 20,976,097 18,890,932 LIMITED, as at 30th June, 2010, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply Total equity 15,986,920 14,192,512 and also the Cash Flow Statement for the year ended on that Current with the Accounting Standards referred to in sub-section Non Current Add: Borrowings 7,085,871 3,809,969 date annexed thereto. These financial statements are the (3C) of section 211 of the Companies Act, 1956; 6 to 12 1to 5 years More than Within 6 months months 5 years Overall financing 23,072,791 18,002,481 responsibility of the Company's management. Our (e)On the basis of written representations received from the Capital to overall financing ratio 0.91:1 1.05:1 responsibility is to express an opinion on these financial 2010 2009 2010 2009 2010 2009 2010 2009 directors, as on 30th June, 2010 and taken on record by the statements based on our audit. Board of Directors, we report that none of the directors is Trade payable 221,085 586,174 ------2. We conducted our audit in accordance with the auditing disqualified as on 30th June, 2010 from being appointed as a Other liabilities. 854,077 1,069,487 - - 14,852 - 6,022 - NOTE II - POST REPORTING EVENTS standards generally accepted in India. Those Standards require director in terms of clause (g) of sub-section (1) of section Option for No adjusting or significant non-adjusting events have occurred that we plan and perform the audit to obtain reasonable 274 of the Companies Act, 1956; conversion of assurance about whether the financial statements are free of FCCB - - - - 27,748 8,862 - - between the reporting date and the date of authorization. 5. In our opinion and to the best of our information and Liability of material misstatement. An audit includes examining, on a test according to the explanations given to us, the said accounts, basis, evidence supporting the amounts and disclosures in the financial instrument. - - - - 9,382,524 9,354,943 2,506,294 1,589,284 NOTE JJ - AUTHORISATIONOF FINANCIAL STATEMENTS read together with the Significant Accounting Policies and financial statements. An audit also includes assessing the other notes appearing in Schedule 'R' give the information The above contractual maturities reflect the gross cash out flows, not The consolidated financial statements for the year ended June 30, accounting principles used and significant estimates made by required by the Companies Act, 1956, in the manner so discounted at the current values thereby these values will differ to the 2010 (including comparatives) were approved by the Board of management, as well as evaluating the overall financial required and give a true and fair view in conformity with the statement presentation. We believe that our audit provides a carrying values of the liabilities at the balance sheet date. Directors on August 10, 2010. accounting principles generally accepted in India:- reasonable basis for our opinion. i) in the case of Balance Sheet, of the state of affairs of the 3. As required by the Companies (Auditors' Report) Order, 2003 Company as at 30th June, 2010; issued by the Central Government of India in terms of sub- ii) in the case of the Profit and Loss Account, of the Profit of For and on behalf of Board of Directors section (4A) of Section 227 of the Companies Act, 1956, and the Company for the year ended on that date; and on the basis of such checks as considered appropriate and according to the information and explanations given to us iii) in case of the Cash Flow Statement, of the cash flows for the during the course of audit, we enclose in the Annexure a year ended on that date. statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. For KHANDELWAL JAIN & CO. 4. Further to our comments in the Annexure referred to in Chartered Accountants, K. K. Singh R. R. Kumar K. R. Modi paragraph 3 above we report that:- Firm Registration No. 105049W Chairman & Managing Director Director Director a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law (SHIVRATAN AGARWAL) have been kept by the Company so far as it appears from PARTNER our examination of those books; Membership No.104180 Atul D. Tayal Hiranya Ashar Dharmesh Desai c) The Balance Sheet, Profit and Loss Account and Cash Flow Jt. Managing DirectorDirector-Finance & Executive Vice President Statement dealt with by this report are in agreement with Place : Mumbai Chief Financial Officer Legal & Company Secretary the books of account; Date : August 10, 2010
124 125 Rolta India Limited Annexure to Auditors' Report Abridged Balance Sheet As at 30th June 2010 (Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956) (Amount in Rs.) ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF (ix) (a) The Company is generally regular in depositing with EVEN DATE TO THE MEMBERS OF ROLTA INDIA LIMITED ON THE appropriate authorities undisputed statutory dues including ACCOUNTS FOR THE YEAR ENDED 30TH JUNE 2010 provident fund, investor education and protection fund, 30th June 2010 30th June 2009 employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material SOURCES OF FUNDS (i) (a) The Company has maintained proper records showing full statutory dues applicable to it. SHAREHOLDERS' FUNDS particulars, including quantitative details and situation of fixed (b) According to the information and explanations given to us, no Share Capital assets except in case of furniture and fixtures and electrical undisputed amounts payable in respect of income tax, wealth Equity 1,611,948,160 1,610,066,150 installation for which quantitative records with item wise break- tax, service tax, sales tax, customs duty, excise duty and cess up of value is not available. Reserves & Surplus were in arrears, as at 30th June, 2010 for a period of more than Securities premium account 2,355,075,500 2,577,045,870 (b) The fixed assets have been physically verified by the six months from the date they became payable. General reserve 21,60,382,910 1,799,879,674 management at reasonable intervals and no material (c) According to the information and explanation given to us, there discrepancies were noticed on such verification. are no dues of income tax, wealth tax, service tax, sales tax, FCCB Redemption Reserve (Refer note no. 12 d) 1,380,000,000 - (c) During the year, the Company has not disposed of any customs duty, excise duty and cess which have not been Surplus in profit and loss account 11,535,851,684 10,282,265,727 substantial part of the Fixed Assets. deposited on account of any dispute. LOAN FUNDS (ii) (a) The inventory has been physically verified during the year by (x) The Company does not have any accumulated losses at the end of the Secured Loans 6,465,563,632 3,537,110,000 the management. In our opinion, the frequency of verification is financial year and has not incurred cash losses in the current financial Unsecured Loan 5,501,657,377 6,109,037,181 reasonable. year and in the immediately the preceding financial year. DEFERRED TAX LIABILITY 424,175,711 478,949,574 (b) The procedures of physical verification of inventories followed (xi) In our opinion and according to the information and explanations TOTAL 31,434,654,974 26,394,354,176 by the management are reasonable and adequate in relation to given to us, the Company has not defaulted in repayment of dues to a APPLICATION OF FUNDS the size of the Company and the nature of its business. financial institution, bank or debenture holders. FIXED ASSETS (c) The Company is maintaining proper records of inventory. The (xii) As per the information and explanation given to us, the Company has discrepancies noticed on verification between the physical not granted loans and advances on the basis of security by way of Net Block (Original cost less depreciation/amortisation) 15,979,147,562 11,875,938,095 stocks and the book records were not material in relation to the pledge of shares, debentures and other securities. Capital Work In Progress 2,428,457,447 2,793,142,947 operation of the Company and the nature of its business. (xiii) In our opinion, the Company is not a chit fund or a nidhi mutual 18,407,605,009 14,669,081,042 (iii) (a) The Company has granted loans to its 4 wholly owned benefit fund/society. Therefore, the provisions of clause 4(xiii) of the INVESTMENTS subsidiaries. The maximum amount involved during the year Companies (Auditor's Report) Order, 2003 are not applicable to the Investment in subsidiary companies and Jv's -(Unquoted) 5,820,285,564 4,924,433,089 was Rs.8072.92 lacs and the year-end balance of loans granted to Company. Investment in Mutual Fund (Debt Fund) 343,664,738 207,585,945 such parties was Rs.7830.12 lacs. (xiv) In our opinion, the Company is not dealing in or trading in shares, FOREIGN CURRENCY MONETARY ITEM (b) In our opinion and according to the information and securities, debentures and other investments. Accordingly, the explanations given to us, the rate of interest and other terms and provisions of clause 4(xiv) of the Companies (Auditor's Report) TRANSALATION DIFFERENCE ACCOUNT 36,326,447 154,319,555 conditions are prima facie not prejudicial to the interest of the Order, 2003 are not applicable to the Company. CURRENT ASSETS, LOANS AND ADVANCES Company. (xv) In our opinion, the terms and conditions on which the Company has (a) Inventories 38,774,295 104,523,579 (c) The said loans given to the wholly owned subsidiaries of the given guarantees for loans taken by others from banks or financial (b) Sundry Debtors 6,158,615,276 5,865,949,505 Company are repayable on demand and there is no repayment institutions are not prejudicial to the interest of the Company. (c) Cash & Bank Balances 393,723,501 1,210,942,109 schedule. (xvi) In our opinion and according to the information and explanations (d) Other current assets 224,250,000 175,120,891 (d) In respect of the loan given by the Company, the same is given to us, the term loans raised during the year are applied for the (e) Loans & Advances repayable on demand and therefore the question of overdue purpose for which the loans were obtained. amount does not arise. - To Subsidiary companies 783,012,364 308,398,176 (xvii) According to the information and explanations given to us and on an - To Others 1,580,846,979 905,487,807 (e) The Company has not taken loan from any company covered in overall examination of the balance sheet of the Company, we report the register maintained under section 301 of the Companies that no funds raised on short-term basis have been used for long-term 9,179,222,415 8,570,422,067 Act, 1956. Hence provisions of clause 4 (iii) (f), (g) are not investment. LESS : CURRENT LIABILITIES AND PROVISIONS applicable to the Company. (xviii) According to the information and explanations given to us, the Current liabilities 1,264,570,478 1,192,165,874 (iv) In our opinion and according to the information and explanations Company has not made any preferential allotment of shares to parties Provisions 1,087,878,721 939,321,648 given to us, there exist an adequate internal control system and companies covered in the register maintained under Section 301 2,352,449,199 2,131,487,522 commensurate with the size of the Company and the nature of its of the Companies Act, 1956. business with regard to purchases of inventory, fixed assets and with NET CURRENT ASSETS 6,826,773,216 6,438,934,545 (xix) According to the information and explanations given to us, the TOTAL 31,434,654,974 26,394,354,176 regard to the sale of goods and services. During the course of our Company has not issued any debentures. audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company. (xx) The Company has not raised any money by public issue during the year covered by our audit. (v) (a) According to the information and explanations given to us, we Refer Accounting Policies and Notes Compiled from the are of the opinion that the particulars of all contracts or (xxi) As per the information and explanations given to us, no fraud on or by Audited Accounts of the Company referred to in our Report dated August 10,2010 arrangements that need to be entered into the register the Company has been noticed or reported during the course of our maintained under section 301 of the Companies Act, 1956 have audit. As per our report of even date. For and on behalf of Board of Directors been so entered. For Khandelwal Jain & Co. (b) In our opinion and according to the information and Chartered Accountants explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding For KHANDELWAL JAIN & CO. the value of rupees five lakhs in respect of any party during the Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi year have been made at prices which are reasonable having Chartered Accountants, regard to prevailing market prices at the relevant time. Firm Registration No. 105049W Partner Chairman & Managing Director Director Director M.No.104180 (vi) According to information and explanations given to us, the Company has not accepted any deposits from public covered by the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under. (SHIVRATAN AGARWAL) Atul D. Tayal Hiranya Ashar Dharmesh Desai (vii) In our opinion, the Company has an internal audit system PARTNER Jt. Managing Director Director - Finance & Executive Vice President commensurate with the size and nature of its business. Membership No.104180 (viii) According to information and explanations given to us the Central Chief Financial Officer Legal & Company Secretary Government has not prescribed the maintenance of cost records for Place : Mumbai Mumbai, Mumbai, the products of the Company. Date : August 10, 2010 Date: August 10, 2010 Date: August 10, 2010
126 127 Rolta India Limited Abridged Profit And Loss Account Abridged Cash Flow Statement For the year ended 30th June 2010 For the year ended 30th June 2010 (Statement containing salient features of Balance Sheet as per section 219(1)(b)(iv) of the Companies Act, 1956) (Amount in Rs.) (Amount in Rs.) 30th June 2010 30th June 2009 30th June 2010 30th June 2009
INCOME A. CASH FLOW FROM OPERATING ACTIVITIES: Sale of IT Solutions & Services 11,704,408,572 9,466,910,919 Net Profit after tax and extraordinary items 3,605,032,361 3,723,239,963 Adjustments for : Other Income Depreciation 2,594,155,579 1,792,396,027 Dividend 36,236,710 123,952,179 Interest Expenses 386,037,729 110,953,828 Interest 68,401,718 127,254,386 Interest income (net) (68,401,718) (127,254,386) Exchange Difference Gain - 163,957,984 Dividend Income (36,236,710) (123,952,179) Profit on buy back of FCCBs 3,267,600 250,230,851 Provision For Tax 395,000,000 393,000,000 Others 186,387,158 31,227,417 Profit on Sale of Investment (net) (501,776) (4,464,693) Profit On Repurchase Of FCCB (3,267,600) (250,230,851) TOTAL 11,998,701,758 10,163,533,736 Profit/Loss on Sale of fixed assets(net) 127,906,046 2,641,469 EXPENDITURE Provision for Bad & Doubtful Debts 4,276,374 22,893,972 Material & Subcontracting Cost Amortisation of foreign exchange fluctuation 31,186,361 125,216,284 Opening stock 104,523,579 214,187,306 Exchange difference adjustment(net) (177,488,659) 87,864,804 Material & Subcontracting Cost 2,511,558,302 1,599,243,199 3,252,665,626 2,029,064,275 Less: Closing Stock (38,774,295) (104,523,579) OPERATING PROFIT BEFORE WORKING Salaries,Wages and other employee benefits 1,612,530,748 1,646,702,488 CAPITAL CHANGES 6,857,697,987 5,752,304,238 Managerial remuneration 102,000,000 127,455,000 Adjustments for : Trade and other receivables (1,104,464,343) (1,867,032,395) Interest 386,037,729 110,953,828 Inventories 65,749,284 109,663,727 Depreciation/Amortisation 2,594,155,579 1,792,396,027 Trade payables 26,722,445 91,420,986 Auditors remuneration 3,000,000 2,750,000 (1,011,992,614) (1,665,947,682) Other expenses 723,637,755 658,129,504 CASH GENERATED FROM OPERATIONS 5,845,705,373 4,086,356,556 TOTAL 7,998,669,397 6,047,293,773 Taxes paid (net of refunds) (367,549,775) (340,144,458) PROFIT BEFORE TAX 4,000,032,361 4,116,239,963 (367,549,775) (340,144,458) NET CASH FROM OPERATING ACTIVITIES 5,478,155,598 3,746,212,098 Less : Provision For Taxation (Refer Note No 7) 395,000,000 393,000,000 B. CASH FLOW FROM INVESTING ACTIVITIES PROFIT AFTER TAX 3,605,032,361 3,723,239,963 Purchase of fixed assets (including CWIP) (4,676,647,554) (7,569,019,249) Add : Balance brought forward from previous year 10,282,265,727 7,496,589,401 Sale of fixed assets 63,176,411 2,710,054 BALANCE AVAILABLE FOR APPROPRIATION 13,887,298,088 11,219,829,364 Sale/Purchase of Investments (net) (135,577,017) 2,537,675,111 APPROPRIATIONS Loans & Advances To Subsidiaries (446,050,329) (32,488,060) Investments in Subsidiary Companies (895,852,475) (1,272,322,000) Interest received (net) 165,531,108 137,043,338 FCCB Redemption Reserve (Refer Note No.12 d ) 1,380,000,000 - Dividend Received from Mutual Funds 26,236,710 83,952,179 Dividend Paid 42,372 111,605 Dividend Received from Joint Venture 10,000,000 40,000,000 Proposed Dividend 523,883,152 483,019,845 Purchase of Intangible Assets (1,847,114,447) (163,272,113) Income Tax On Proposed / Paid Dividend 87,017,644 82,108,191 NET CASH USED IN INVESTING ACTIVITIES (7,736,297,593) (6,235,720,740) Transfer to General Reserve 360,503,236 372,323,996 C. CASH FLOW FROM FINANCING ACTIVITIES BALANCE CARRIED TO BALANCE SHEET 11,535,851,684 10,282,265,727 Proceeds from Secured Loan 3,017,789,429 3,537,110,000 Dividend and Dividend Tax paid (571,540,056) (569,223,142) EARNINGS PER SHARE ( equity shares,par value Rs.10 each) Buy Back of FCCB's (701,360,400) (1,583,668,849) Basic 22.38 23.13 Interest paid (317,343,723) (102,750,838) Diluted 22.22 23.08 Proceeds from issue of ESOPs (include Share Premium) 13,378,137 8,218,102 (Refer Note No. 17) NET CASH FROM FINANCE ACTIVITIES 1,440,923,387 1,289,685,273 NET INCREASE IN CASH & CASH EQUIVALENTS (817,218,608) (1,199,823,369) Refer Accounting Policies and Notes Compiled from the CASH & CASH EQUIVALENTS(OPENING BALANCE) 1,210,942,109 2,410,765,478 CASH & CASH EQUIVALENTS(CLOSING BALANCE) 393,723,501 1,210,942,109 Audited Accounts of the Company referred to in our Report dated August 10,2010 As per our report of even date. For and on behalf of Board of Directors Figures for the previous years have been regrouped/re-cast wherever necessary. For Khandelwal Jain & Co. As per our report of even date. For and on behalf of Board of Directors Chartered Accountants For Khandelwal Jain & Co. Chartered Accountants
Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi Partner Chairman & Managing Director Director Director Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi M.No.104180 Partner Chairman & Managing Director Director Director M.No.104180
Atul D. Tayal Hiranya Ashar Dharmesh Desai Jt. Managing Director Director - Finance & Executive Vice President Atul D. Tayal Hiranya Ashar Dharmesh Desai Chief Financial Officer Legal & Company Secretary Jt. Managing Director Director - Finance & Executive Vice President Mumbai, Mumbai, Chief Financial Officer Legal & Company Secretary Date: August 10, 2010 Date: August 10, 2010 Mumbai, Mumbai, Date: August 10, 2010 Date: August 10, 2010
128 129 Notes to Abridged Balance sheet as at 30th June 2010 Notes to Abridged Balance sheet as at 30th June 2010 and Abridged Profit and Loss Account for the year ended on that date and Abridged Profit and Loss Account for the year ended on that date
SIGNIFICANT ACCOUNTING POLICIES AND NOTES d. Fixed Assets, Intangibles, Depreciation, Amortisation h. Foreign Currency Transactions valuations as on the balance sheet date and gains/losses TO ACCOUNTS and Capital Work in Progress (CWIP) i. Foreign currency transactions are recorded at the are recognized immediately in the profit and loss 1. SIGNIFICANT ACCOUNTING POLICIES i. All Fixed Assets are stated at cost of acquisition or exchange rate prevailing on the date of transaction. account. a. Basis of Preparation of Financial Statements construction less accumulated depreciation and ii. All monetary foreign currency assets/liabilities are j. Borrowing Cost impairment loss, if any. Where the acquisition of The financial statements are prepared in accordance translated at the rates prevailing on the date of Borrowing costs that are attributable to the acquisition fixed assets are financed through long term foreign with Indian Generally Accepted Accounting Principles balance sheet. or construction of qualifying assets are capitalised as currency loans the exchange difference on such ("GAAP") under the historical cost convention on the part of the cost of such assets. A qualifying asset is one loans are added to or subtracted from the cost of iii. The exchange difference between the rates accrual basis. GAAP comprises mandatory accounting that necessarily takes substantial period of time to get such fixed assets. prevailing on the date of transaction and on the date standards prescribed by the Companies (Accounting of settlement as also on translation of monetary items ready for intended use. All other borrowing costs are Standards) Rules 2006 and guidelines issued by the ii. The company provides depreciation on fixed assets at the end of the year (other than those relating to charged to revenue. on Straight Line Method (SLM), at the rates and in Securities and Exchange Board of India (SEBI). long term foreign currency monetary items) is k. Earnings Per Share Accounting policies have been consistently applied the manner specified in schedule XIV of the recognised as income or expense, as the case may be. except where a newly issued accounting standard is Companies Act, 1956 except for computer plant In accordance with the Accounting Standard 20 ( AS - 20) iv. Exchange differences relating to long term foreign initially adopted or a revision of an existing accounting and its related equipments. "Earnings Per Share" issued by the Institute of Chartered currency monetary items, to the extent they are used standard requires a change in the accounting policy Accountants of India, basic / diluted earnings per share is iii. Depreciation on computer plant and its related for financing the acquisition of fixed assets are added to hitherto in use. equipment is provided on the Straight Line computed using the weighted average number of shares or subtracted from the cost of such fixed assets and the outstanding during the period. b. Use of Estimates Method (SLM) over the economic useful life of balance is accumulated in 'Foreign Currency Monetary assets, which is ascertained to be 4 years by the l. Income Tax The preparation of the financial statements in Item Translation Difference Account' and amortised management. conformity with GAAP requires the management to over the balance term of the long term monetary item Income tax comprises of current tax and deferred tax. make estimates and assumptions that affect the reported iv. Leasehold land is amortised over the period of or31stMarch,2011whicheverisearlier. Deferred tax assets and liabilities are recognized for the balances of assets and liabilities and disclosures relating lease. v. The premium / discount arising at the inception of future tax consequences of timing differences, subject to to contingent assets and liabilities as at the date of the v. Capital Work-in-Progress is stated at cost the forward contract is amortised as expenses or the consideration of prudence. Deferred tax assets and financial statements and reported amounts of income comprising of direct cost and related incidental income over the life of the contract. liabilities are measured using the tax rates enacted or and expenses during the period. Examples of such substantively enacted by the balance sheet date. The expenditure. The advances given for acquiring / vi. Gain /loss on cancellation or renewal of forward estimates include provisions for doubtful debts, future carrying amount of deferred tax asset / liability is construction of fixed assets are shown under CWIP. exchange contract are recognised as income or obligations under employee retirement benefit plans, reviewed at each balance sheet date. vi. Intangibles: expenses for the period. income taxes, post-sales customer support and the m. Share/Bond Issue Expenses and Premium on Intellectual Property Rights are amortised over a useful lives of fixed assets and intangible assets. Actual i. Employee Benefits Redemption of Bonds result could differ from these estimates. Difference period of ten years 1. Short TermEmployee Benefits Share / Bond issue expenses and premium payable on between the actual results and estimates are recognised Computer Software is amortised over a period of Short Term Employees Benefits are recognized as an redemption of bonds are written off to Securities in the period in which the results are 4 years. expense at the undiscounted amount in the Profit and Premium Account. known/materialised. e. Impairment of Assets Loss Account of the year in which the related services is n. Warranty Cost c. Revenue Recognition The fixed assets are reviewed for impairment at each rendered. The company accrues the estimated cost of warranties at i. Revenue from sale of solutions and services is balance sheet date. In case of any such indication, the 2. Post Employment Benefits the time when the revenue is recognised. The accruals recognized in accordance with the sales contract recoverable amount of these assets is determined, and if Provident Fund and when significant risks and rewards in respect of such recoverable amount of the asset or cash-generating are based on the Company's historical experience of ownership are transferred to the customers. unit to which the asset belongs is less than its carrying The Company contributes monthly at a determined material usage and service delivery cost. rate. These contributions are remitted to the Employee ii. Revenue from customer-related long-term contracts amount, the impairment loss is recognized by writing o. Prior Period Items down such assets to their recoverable amount. An Provident Fund Commissioner office and are charged to is recognised by reference to the percentage of Profit and Loss account on accrual basis. Prior period expenses/incomes are accounted under the completion of the contract at the balance sheet date. impairment loss is reversed if there is change in the respective heads. Material items, if any, are disclosed Company's long term contracts specify a fixed price recoverable amount and such loss either no longer exists Gratuity separately by way of a note. or has decreased. for the sale of license and installation of software The Company provides for gratuity (a defined benefit p. Provisions & Contingent Liabilities solutions & services and the related revenue is f. Investments retirement plan) to all the eligible employees. The The company creates a provision when there is a present determined using the percentage of completion Investments are classified into Current Investment and benefit is in the form of lump sum payments to vested obligation as a result of an obligating event that probably method. The percentage of completion is calculated Long Term Investments. Current Investments are employees on retirement, on death while in requires an outflow of resources and a reliable estimate by comparing costs incurred to date with the total carried at lower of the cost and fair value. Long Term employment, or termination of employment for an can be made of the amount of the obligation. A disclosure estimated costs of the contract. If the contract is Investments are carried at cost. Provision for diminution equivalent to 15 days salary payable for each completed for a contingent liability is made when there is a possible considered profitable, it is valued at cost plus is made only if, in the opinion of the management, such year of service subject to a maximum of Rs. 10 Lacs. obligation or a present obligation that may, but probably attributable profits by reference to the percentage of a decline is other than temporary. Vesting occurs on completion of five years of service. completion. Any expected loss on individual Liability in respect of gratuity is determined using the will not, require an outflow of resources. Where there is a contracts is recognised immediately as an expense in g. Inventories projected unit credit method with actuarial valuations as possible obligation or a present obligation in respect of the Profit & Loss Account. Systems, Softwares, Peripheral and Spares are valued at on the balance sheet date and gains/losses are which the likelihood of outflow of resources is remote, no provision or disclosure is made. iii. Income from maintenance contract is recognized lower of cost or net realisable value on first in first out recognized immediately in the profit and loss account. proportionately over the period of the contract. basis. Leave Encashment q. Leases Finished products are valued at lower of cost or net iv. Dividend on investments held by the Company is Liability in respect of leave encashment is determined Operating leases: Rental in respect of all operating realisable value. accounted for as and when it is declared. using the projected unit credit method with actuarial leases are charged to Profit & Loss Account.
130 131 Notes to Abridged Balance sheet as at 30th June 2010 Notes to Abridged Balance sheet as at 30th June 2010 and Abridged Profit and Loss Account for the year ended on that date and Abridged Profit and Loss Account for the year ended on that date
r. Other Accounting Policies (Rs. in Lacs) represented by Global Depository Receipts (GDR), at a which is disclosed under 'Other Income' and has also Deferred Tax Liabilities / (Assets) Current Previous price of US $ 5.60 per Share (inclusive of premium). reversed by crediting to Securities Premium Account the These are consistent with the generally accepted Year Year accounting practices. premium payable on redemption aggregating to Rs. a. Fixed Assets 5409.72 5345.09 e. 80,136,523 (P. Y. 80,136,523) Equity Shares, fully paid 1,023.95 lacs (previous year Rs. 1,303.88 lacs) provided b. Others (1167.96) (555.59) 2. Contingent Liabilities not provided for up have been issued as bonus shares by capitalization of till 30th June, 2009 (previous year 30th June 2008). (Rs. in Lacs) Deferred Tax Liability Net 4241.76 4789.50 Securities Premium. As at As at 30.06.10 30.06.09 d. The Company has created FCCBs Redemption Reserve 8. Managerial Remuneration 11. a. The external commercial borrowing from Bank of India amounting to Rs. 13,800 lacs as on 30th June, 2010 In i. B/G & B/D given by Bankers (including (Rs. in Lacs) is secured by floating charge on current assets of the counter guarantees issued) 16,528.21 17,756.53 accordance with provision of section 117C (1) of the Current Previous Company and from Union Bank of India is secured by Companies Act 1956. ii. Letters of Credit issued by Bankers 133.13 478.17 Year Year way of equitable mortgage on a specific fixed asset of a. Managerial remuneration including all the Company. Foreign Currency Term Loan is secured 13. The disclosure pursuant to The Micro, Small and Medium benefits but excluding provision for Leave (Rs. in Lacs) 3. Capital Commitments Encashment & Gratuity (includes by first hypothecation paripassu charge on current asset Enterprise Development Act, 2006, (MSMED Act) as at As at As at commission of Rs. 1,020.00 lacs (Previous of the Company. 30-6-2010 is as under: 30.06.10 30.06.09 year Rs. 1,274.55 lacs) to whole 1,346.77 1,672.13 (Rs. in Lacs) b. Rupee term loan is secured by floating charge on the Estimated amount of contracts remaining to be time Directors) Particulars Amount executed on Capital Account and not provided current assets of the Company. for (net of advances). 2,511.68 NIL b. Computation of net profit in accordance with Section 198 of the Companies Principal amount due to suppliers under MSMED Act, 2006 NIL Act, 1956, in respect of commission payable to whole time Directors: c. Working Capital Loans are secured by paripassu charge Interest accrued and due to suppliers under MSMED Act, on on the current asset of the Company. (including the above amount NIL 4. Interest income is net of interest expenses amounting to (Rs. in Lacs) Payment made to suppliers (other than interest) beyond the Receivables) Rs. Nil (previous year Rs.579.03 lacs). Current Previous appointed day, during the year NIL Year Year Interest paid to suppliers under MSMED Act, 5. The outstanding balances as at 30th June, 2010 in respect of d. Instalments falling due within one year on above loans (Other than Section 16) NIL Profit before tax as per Profit & Loss account 40,000.32 41,162.40 Rs, Nil (Previous year Rs.Nil) Interest paid to suppliers under MSMED Act, (Section 16) NIL some of the Sundry Debtors, Creditors, Loans and Advances Add: Depreciation as per Accounts 25,941.56 17,923.96 Interest due and payable to suppliers under MSMED and Deposits are subject to confirmation from the respective Managerial Remuneration charged in 12. a. The company on 28th June 2007 issued Zero Coupon Act, for payment already made NIL the Accounts 1,346.77 1,672.13 parties and consequential reconciliation / adjustments arising Interest accrued and remaining unpaid at the end of the Directors Sitting Fees 9.00 11.00 Foreign Currency Bond (FCCB) aggregating to US $ there from, if any. The management, however, does not year under MSMED Act. NIL Loss on Sale of Assets 1,279.06 26.41 150 million at par. The bondholders have an option to expect any material variation. Less: Depreciation under Section 350 of convert these bonds in equity shares at an initial 6. In the opinion of the Board, all current assets, loans & the Companies Act, 1956 25,941.56 17,923.96 conversion price of Rs.368.70 (as adjusted by 1:1 bonus The information has been given in respect of such vendors to Net Profit u/s. 349 42,635.15 42,871.94 the extent they could be identified as "Micro, Small and advances and other receivables are approximately of the Maximum Permissible Managerial issue) per share at fixed exchange rate (Rs.40.75 = US$ value stated, if realised in the ordinary course of business. Remuneration (10%) 4,263.52 4,287.19 1.00) between August 08, 2007 and June 22, 2012. The Medium" enterprises on the basis of information available with the Company. 7. Income Taxes Commission provided for Whole Time Directors 1,020.00 1,274.55 conversion price will be subject to certain adjustment in certain circumstances as detailed in the Offering 14. There are no amounts due and outstanding to be credited to a. In the current financial year, the Company, in addition 9. Auditor's Remuneration (Net of Service Tax) Circular (OC). InvestorEducationandProtectionFund. to the provision made for the previous year ended 31st March, 2010, has estimated the Income Tax provision (Rs. in Lacs) The Bonds can be mandatorily converted into Shares, in 15. EmployeeBenefits Current Previous for the subsequent three months period ended 30th Year Year whole but not in part, at the option of the Company on a. Expenses recognised in the Statement of Profit & Loss June, 2010, the ultimate liability for which will be or at any time after 28 June 2008 but not less than seven A/c. for the year ended 30th June 2010 Audit fees 21.25 18.75 (Rs. in Lacs) determined on the basis of figures for the previous year Tax Audit Fees 5.00 5.00 business days prior to the maturity date at the Limited Review 3.75 3.75 Particulars Gratuity Leave ending 31st March, 2011. conversion price and on the terms and conditions as Encashment Total 30.00 27.50 defined in the OC. b. The Company has calculated its tax liability after Current Service Cost 84.35 219.37 considering Minimum Alternative Tax (MAT).TheMAT 10. Out of total 161,194,816 (P. Y. 161,006,615) Further under certain condition, the company has an (82.19) (254.51) liability can be carried forward and setoff against the Equity Shares:- Interest Cost 40.18 73.74 option for early redemption of the bonds in whole but (30.22) (50.99) future tax liabilities. Accordingly Rs. 1,106.87 lacs a. 15,537,662 (P. Y. 15,537,662) Equity Shares of Rs.10/- not in part unless previously converted, redeemed or Expected return on plan Asset -- -- (Previous year Rs.356.88 lacs) is carried forward and each have been allotted as fully paid up for repurchased or cancelled the company will redeem the (-) (-) shown under "Provision for Income Tax (Net of Advance bonds at 139.391 percent of the principal amount on Net actuarial (gain) loss recognised in the year 10.57 168.54 consideration other than cash to the shareholders of the (60.93) (167.41) Tax and inclusive of MAT Credit)" in the Balance Sheet erstwhile Rolta Computer & Industries Pvt. Ltd., Rolta June 29, 2012. Expenses Recognised in the income statement 135.09 461.65 as at 30th June 2010. Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., b. The proceeds from the FCCB issue were utilized for (173.35) (472.92) c. Income Tax Provision as at 30th June 2010 includes Rs. Rolta Consultancy Services Pvt. Ltd., pursuant to the purpose for which the bonds were used i.e funding b. Net Receipt / Liability Recognised in the Balance Sheet Nil (previous year Rs. 209.75 lacs) excess provision for Scheme of Amalgamation. the capital expenditure, expansion of existing earlier year written back, Rs.5,596.61 lacs (previous year b. 8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/- facilities, establishing new units, investment in (Rs. in Lacs) Rs. 4,180.40 lacs) towards Current Income Tax, (MAT) Particulars Gratuity Leave each have been allotted as fully paid up for subsidiary companies and for acquisition overseas. Encashment Rs.8.00 lacs ( previous year Rs. 8.00 lacs) towards consideration other than cash to the shareholders of Wealth Tax, Rs. 547.74 lacs (previous year charge of Rs. c. In December 2009 (previous year in June 2009), the Opening net liability 502.23 921.78 erstwhile Rolta Design and Conversion Services (377.76) (637.36) 203.23 lacs) recognised and credited on account of Company has bought back and cancelled 15,000 Limited, pursuant to Scheme of Arrangement. Expense as above 135.09 461.65 Deferred Tax, Rs. Nil (previous year Rs. 105.00 lacs) on (previous year 38,310) FCCBs of the face value of US$ (173.35) (472.92) account of Fringe Benefit Tax and Rs.1,106.87 lacs c. 1,294,169 (P. Y. 1,105,968) equity shares issued 1,000 each as per the approval / guidelines of Reserve Contribution paid 38.66 317.62 (previous year Rs. 356.88 lacs) towards MATcredit. pursuant to Employee Stock Option Plan. Bank of India at a discount. Consequent to the buy back (48.88) (188.50) the Company has recognised a net gain of Rs. 32.68 lacs Closing net Liability 598.67 1065.82 d. 16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/- (502.23) (921.78) d. The break up of Deferred Tax Liability components as at (previous year Rs. 2,502.31 lacs) on the said buyback, 30.06.10 is as under: each were issued by way of US $ Equity Issues
132 133 Notes to Abridged Balance sheet as at 30th June 2010 Notes to Abridged Balance sheet as at 30th June 2010 and Abridged Profit and Loss Account for the year ended on that date and Abridged Profit and Loss Account for the year ended on that date
c. Recalculation of Opening and Closing Balances of became available for exercise on April 24, 2010. Out of these options were surrendered as per the Provisions of ESOP Plan On January 29, 2010, the Company further granted 120,000 Defined Benefit Obligation options a total of 224,913 (previous year 204,335) options amended on 15/06/2009 (approval given by shareholders stock options out of the balance and lapsed stock options (Rs. in Lacs) were exercised by eligible employees and 260,749 (previous through Postal Ballot). The outstanding options as on June available under the Employee Stock Options Plan 2009 Particulars Gratuity Leave 30, 2010 are 50,000 (previous year 150,000). Encashment year 204,500) options lapsed due to cessation of (ESOP - 2009). These options were granted at an exercise price of Rs.204.70, which was the closing price as on the date Liability at the beginning of the period 502.23 921.78 employment. The options and price are entitled for 1:1 (377.76) (637.35) bonus issue adjustment. The outstanding options as on June On June 27, 2008, the Company granted 1,455,500 stock of the grant of options. The first 25% of these options shall Interest Cost 40.18 73.74 30, 2010 are 366,838 (previous year 443,663). options out of the balance and lapsed stock options available become available for exercise on 29/01/2011 Out of the (30.22) (50.99) under the Employee Stock Options Plan 2007 (ESOP - 2007) Current Service Cost 84.35 219.37 options granted 20,000 options lapsed on account of and Employee Stock Options Plan 2008 (ESOP - 2008). These (82.19) (254.51) ESOP 2007 cessation of employment. The outstanding options as on Benefit Paid 38.66 317.62 options were granted at an exercise price of Rs.261.75, which June 30, 2010 are 100,000. (48.88) (188.50) On April 24, 2007, the Company granted further 1,427,500 was the closing price as on the date of the grant of the options. Actuarial (Gain / Loss on Obligations) 10.57 168.54 stock options out of the balance and lapsed stock options One option if exercised is convertible into one-equity share. (60.93) (167.41) 17. Earning Per Share -EPS Liability at the end of the period 598.67 1065.82 available under the Employee Stock Options Plan 2005 Out of the options granted 95,000 (previous year 42,500) (502.23) (921.78) (ESOP - 2005) and Employee Stock Options Plan 2007 options lapsed on account of cessation of employment and (ESOP - 2007). These options were granted at an exercise 1,347,500 (Previous year 180,000) options lapsed on account For the Year ended For the Year ended d. Actuarial assumption June 30, 2010 June 30, 2009 price of Rs. 419.70, which was the closing market price on of surrender of options granted as per the provisions of ESOP 1. Net Profit artributable to Particulars June June the date of the grant of options. The first 50% of these 30, 2010 30, 2009 Plan amended on 15/06/2009 vide (approval given by Equity Shareholders 3,605,032,361 3,723,239,963 Discount Rate 8.00% 8.00% options had become available for exercise on April 24, 2009 shareholder by Postal Ballot). The outstanding options as on 2. Weighted Avg. Number of Rate of increase in Salary 5.00% 5.00% and one option if exercised is convertible into two-equity June 30, 2010 are 13,000 (previous year 1,233,000). Equity Shares / Basic EPS 161,095,220 160,958,594 Rate of Return on Plan Assets 8.00% 8.00% EPS (Rs.) basic 22.38 23.13 shares. Out of the options granted 225,000 (previous year 3. Weighted Avg. Number of 161,250) options lapsed on account of cessation of On November 3, 2008, the Company granted further 120,000 Equity Shares for Diluted EPS 162,260,879 161,351,080 16 Employee Stock Option Plan (ESOP) employment and 1,065,000 (previous year 245,000) options stock options out of the balance and lapsed stock options EPS (Rs.) diluted 22.22 23.08 The Company has instituted various Employee Stock lapsed on account of surrender of options granted as per the available under the Employee Stock Options Plan 2008 (ESOP Option Plans. The Compensation Committee of the board provisions of ESOP Plan amended on 15/06/2009 vide - 2008). These options were granted at an exercise price of Reconciliation of Weighted Average Nos. of equity shares evaluates the performance and other criteria of employees approval given by shareholder by Postal Ballot. On 23rd July Rs.191.70, which was the closing price as on the date of the outstanding during the period. and approves the grant option. The particulars of options 2007 125,000 Options were granted out of ESOP Plan 2007, grant of the options. The first 50% of these options shall granted under various plans are as below: at an exercise price of Rs.481.45, which was the closing become available for exercise on 03/11/2010 and one option if For the Year ended For the Year ended market price on the date of grant of Options. The said exercised is convertible into one-equity share. The said June 30, 2010 June 30, 2009 ESOP 2003 125,000 (previous year nil) options lapsed on account of 120,000 (previous year nil) options were surrendered as per the Weighted Nos of shares for Basic Provisions of ESOP Plan amended on 15/06/2009 (approval Earnings Per Share 161,095,220 160,958,594 On December 31, 2003, the Company granted 911,500 surrender. The outstanding options as on June 30, 2010 are Adjusted on account of ESOPs 1,165,659 392,486 stock options out of the balance and lapsed stock options 137,500 (previous year 1,146,250).The options and price are given by shareholders through Postal Ballot). The outstanding Weighted Nos of shares for available under the Employee Stock Options Plan (ESOP entitled for 1:1 bonus issue adjustment. options as on June 30, 2010 are NIL (previous year 120,000). Diluted Earnings Per Share 162,260,879 161,351,080 2000). These options were granted at an exercise price of Rs. 111.35, which was the closing market price on the date of the ESOP 2009 ESOP 2008 18. The future obligation on account of non cancellable grant of options. 25% of these options were available for On August 10, 2009, the Company granted further On January 31, 2008, the Company granted 125,000 stock Operating Lease payable as per the rental status in respective exercise over a period of 4 years i.e at the end of 2nd, 3rd, 4th 5,989,500 stock options out of the balance and lapsed stock agreement is as follows: and 5th year after the grant of the options. Out of these options out of the balance and lapsed stock options available options available under the Employee Stock Options Plan options a total of 530,934 (previous year 457,409) options under the Employee Stock Options Plan 2007 (ESOP - 2007 (ESOP - 2007) and surrendered options under (Rs. in Lacs) were exercised by eligible employees. 380,566 (previous 2007). These options were granted at an exercise price of Rs. Employee Stock Option Plans 2007 & 2008. These options 2009-10 2008-09 year 365,272) options had lapsed due to non-exercise of 232.15, which was the closing market price on the date of the were granted at an exercise price of Rs. 145.15, which was Upto 1 year 1,090.61 914.62 grant of options. The said 125,000 (previous year nil) options the closing market price on the date of the grant of options. Later than 1 years not later than 5 years 597.70 982.37 options and cessation of employment. The options and price Later than 5 years NIL NIL are entitled for 1:1 bonus issue adjustment. This scheme has were surrendered as per the Provisions of ESOP Plan The first 25% of these options shall become available for expired on December 31, 2009. amended on 15/06/2009 (approval given by shareholders exercise on 10/08/2010. Out of the options granted 59,500 through Postal Ballot). The outstanding options as on June options lapsed on account of cessation of employment. The 19. As required by Accounting Standard 29 "Provisions, 30, 2010 are NIL (previous year 125,000). outstanding options as on June 30, 2010 are 5,930,000. Contingent Liabilities and Contingent Assets" issued by ESOP 2006 Institute of Chartered Accountants of India the disclosure On April 24, 2006, the Company granted further 852,500 with respect to provision for warranty and maintenance On 30th April 2008, the Company granted 300,000 stock On September 23, 2009, the Company further granted expense is as follows: stock options out of additional 1,500,000 options made options out of the balance and lapsed stock options available 15,000 stock options out of the balance and lapsed stock (Rs. in Lacs) available for grant to eligible employees under the Employee under the Employee Stock Options Plan 2007 (ESOP - options available under the Employee Stock Options Plan 2009-10 2008-09 Stock Options Plan 2005 (ESOP - 2005). These options 2007). These options were granted at an exercise price of 2009 (ESOP - 2009). These options were granted at an a. Amount at the beginning of the year 46.59 96.97 were granted at an exercise price of Rs. 252.30, which was Rs.339.35, which was the closing price as on the date of the exercise price of Rs.174.15, which was the closing price as on b. Additional provision made during the year 11.60 46.59 the closing market price on the date of the grant of options. grant of options. Out of the above options granted 150,000 the date of the grant of options. The first 25% of these c. Amount used 15.82 22.80 The first 75% of these options became available for exercise (previous year 150,000) options lapsed on account of options shall become available for exercise on 23/09/2010. d. Unused amount reversed during the year 30.77 74.17 on April 24, 2008 (50%) and April 24, 2009 and balance 25% cessation of employment and 100,000 (previous year nil) The outstanding options as on June 30, 2010 are 15,000. e. Amount at the end of the year 11.60 46.59
134 135 Notes to Abridged Balance sheet as at 30th June 2010 Notes to Abridged Balance sheet as at 30th June 2010 and Abridged Profit and Loss Account for the year ended on that date and Abridged Profit and Loss Account for the year ended on that date
20. Related Party Disclosures Key Management Personnel 21. Disclosure required by Accounting Standard 27 - "Financial Note : i. List of Related Parties and relationships Mr. K. K. Singh Chairman & Managing Director Reporting of interest in Joint Venture" (AS -27) for jointly i. Under the new Industrial Policy, no specific license is Party Relation Mr. A. D. Tayal Jt. Managing Director controlled entity necessary for the manufacture of products mentioned above. Dr. Aditya Singh Jt. Managing Director Rolta International Inc. USA Subsidiary The company has filed a memorandum with the Secretariat (upto 31.01.2010) a. Jointly controlled entity Country of incorporation Ownership Interest (%) for Industrial Approvals (SIA), for a total annual capacity of Rolta Middle East FZ LLC Subsidiary Mr. A.P. Singh Jt. Managing Director Shaw Rolta Limited India 50% Rs.1500 crores within the above class of goods, which has Rolta Saudi Arabia Ltd. Subsidiary Mr.Hiranya Ashar Director Finance & Chief been acknowledged by SIA. Rolta UK Ltd Subsidiary Financial Officer b. Rolta India Ltd. share in assets, liabilities, income expenses, ii. Further, System Integration & Engineering Software Services Rolta Thales Limited. Subsidiary contingent liabilities and capital commitments of jointly Enterprises over which significant influence exercised by cannot be expressed in any generic unit and hence it is not Rolta Benelux BV Subsidiary of Rolta UK Ltd. Key Management Personnel / Directors controlled entity are as under: (Rs in Lacs) practicable to give quantitative details of above items. Rolta Deutschland GmbH Subsidiary of Rolta UK Ltd. Rolta Limited Company controlled by Mr. K K Singh Description 30.06.2010 30.06.2009 Rolta Canada Ltd Subsidiary of Rolta International Inc. Rolta Properties Pvt. Ltd. Company controlled by Mr. K K Singh b. Opening and Closing Stock of Goods Rs. in lacs i. Assets Rolta TUSC Incorporated Subsidiary of Rolta International Inc. Rolta Resources (P) Ltd Company controlled by Mr. K K Singh Products Opening Stock Closing Stock Rolta Holding & Finance Company controlled by Mr. K K Singh - Fixed Assets 17.16 15.57 Rolta Asia Pacific Pty Ltd. Subsidiary of Rolta International Inc. - Deferred Tax Assets 42.73 35.31 July 30, 2009 June 30, 2010 Corporation Ltd. Piocon Technologies Inc. Subsidiary of Rolta International Inc. - Investment 2,073.07 1,465.85 Qty* Rs. in lacs Qty* Rs. in lacs Kanga & Company (Solicitor) Firm in which K.R Modi is a Partner - Current Assets 687.74 1,372.23 Software / Toolkits --- 1,045.24 --- 387.74 Shaw Rolta Limited. Joint Venture Company ii. Liabilities *Refer note (a) (ii) above - Current Liabilities and Provisions 465.53 646.39 - Other Liabilities NIL NIL c. Material & Subcontracting Cost ii. Disclosures required for related parties transactions (Previous year figures in brackets) iii. Income 3,495.43 4,956.19 iv. Expenses 3,161.18 3,410.96 Products Current Year Previous Year (Rs in Lacs) v. Contingent Liabilities 40.44 13.58 Qty* Rs. in lacs Qty* Rs. in lacs Transactions Subsidiaries Sub-Subsidiaries Joint Venture Key Management Enterprises over which Total vi. Capital Commitments NIL NIL Material & Subcontracting Cost --- 23,392.36 --- 14,173.81 Personnel significant influence *Refer note (a) (ii) above exercised by Key Mgmt. 22. The company has prepared the consolidated financial d. ParticularsinrespectofsaleofProducts/Servicesduringtheyear. Personnel statements as per accounting standard (AS) 21 and accordingly Current Year Previous Year I Transactions during the year the segment information as per AS 17 "Segment Reporting" has been presented in the consolidated financial statements. Qty* Rs. in lacs Qty* Rs. in lacs Sale of Goods/ Services 6,440.26 1,915.72 1,961.45 10,317.43 Enterprise Geospatial and (5,097.83) (2,377.65) (2,329.62) (9,805.10) 23. Information pursuant to Clause 32 of the Listing Agreement Defense Solutions --- 72,429.96 --- 57,677.12 Receipt of Dividend 100.00 100.00 with Stock Exchanges. Engineering Design and (400.00) (400.00) Operation Solutions --- 33,470.52 --- 33,801.32 Interest Income 359.75 359.75 Loans and advances in the nature of loans to : Enterprise IT Solutions --- 11,143.60 --- 3,190.67 (406.99) (406.99) 117,044.09 94,669.11 Material Purchases 1,265.40 23.03 1,288.43 Outstanding Maximum balance * Refer Note (a) (ii) above (541.91) (2,497.39) (3,039.30) Rs. in lacs Rs. in lacs Reimbursements 37.11 1.16 38.27 20102009 2010 2009 e. CIF Value of Imports (11.83) (1,700.00) (1,711.83) Wholly owned subsidiary - Current Year Previous Year Lease Rent/Maintenance/ Business Centre Fees 1,078.03 1,078.03 Rolta International Inc. 2,236.80 Nil 2,255.69 15,630.19 Systems ,Software, (0.31) (734.84) (735.15) Wholly owned subsidiary - Peripheral & Spares --- 4,509.50 --- 7,106.75 Technical Fees 1,723.22 1,723.22 Rolta Middle East FZ LLC 4,451.55 1,718.30 4,451.55 1,828.85 (1,818.62) (1,818.62) Wholly owned subsidiary - f. Value of material, stores & spares consumed Professional Fees 34.98 34.98 Rolta UK Ltd. 1,103.64 1,261.32 1,261.32 1,261.32 Current Year Previous Year (53.22) (53.22) To subsidiary - Rolta Saudi % Rs. in lacs % Rs. in lacs Remuneration 1,346.77 1,346.77 Arabia Ltd. 38.14 104.36 104.36 142.12 Imported 19 4,509.50 50 7,106.75 (1,672.13) (1,672.13) Indigenous 81 18,882.86 50 7,067.06 Short Term Loan (net of repayment) 4,746.14 4,746.14 Note :- 23,392.36 14,173.81 (1,518.86) (1,518.86) Equity Contribution 8,958.52 8,958.52 a. Loans and Advances shown above, to subsidiaries fall under g. Expenditurein Foreign Currency (On payment basis) (12,723.22) (12,723.22) the category of 'Loans and Advances where there is no II Amounts Receivable/ Unbilled repayment schedule'. Overseas Project expenses Current Year Previous Year Revenue/Loans to Subsidaries/Accured b. None of the loanee has made investments in the shares of the (Overseas training, Prof. fees, Interest 13,131.43 1,103.37 163.48 14,398.28 Sales promotion, Maintenance (8789.17) (2,339.83) (200.06) (4.46) (11,333.52), Company. Expenses, Interest on Foreign Amounts Payable 2,141.39 157.62 1,007.48 53.29 3359.78 24. Additional Information pursuant to provisions of paragraph 3, Currency Loan) 2,184.12 870.37 (65.11) (12.01) (1.21) (1257.71) (59.35) (1,395.39) 4Cand4DofPartIIofScheduleVItotheCompaniesAct,1956. Refundable Security Deposit 2,523.90 2,523.90 h. Earnings in Foreign Exchange (2,544.89) (2,544.89) a. Installed Capacity and Actual Production For The Year (As Corporate Guarantee on behalf of Subsidiaries 6,563.73 6,563.73 certified by Management on annualised basis) Current Year Previous Year (7,012.96) (7,012.96) Exports of Software Services Computer Systems rendered 9,900.21 8,108.90 Notes: Interest on Fixed Deposits - -- a) Related party relationship is as identified by the Company on the basis of information available. 2010 2009 Interest from Others 359.75 406.99 System Integration, Technical Services, Rs. 1,500 Crore Rs. 1,500 Crore b) No amount has been written off or written back during the year in respect of debts due from or to related parties. Software Services, AM/FM/GIS services, i. Other clauses are not applicable to the company c) The Company has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures PDA/MDA Design Engineering Services, 25. The previous year's figures are regrouped, rearranged and have been made and the board considers such transactions to be in normal course of business and at rates agreed between the parties. E-Commerce and Internet Services. reclassified, wherever considered necessary.
136 137 Notes to Abridged Balance sheet as at 30th June 2010 Corporate Governance and Abridged Profit and Loss Account for the year ended on that date As at 30th June 2010
26. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE AS PER SCHEDULE VI OF THE Company's Philosophy on Corporate Governance COMPANIES ACT,1956. ROLTA's Corporate Governance principles are based on the principles of fairness, transparency and commitment to values. The Company adheres to good corporate practices and is constantly striving to better them and adopt emerging best practices. It is believed that adherence to As at As at business ethics and commitment to corporate social responsibility would help the Company achieve its goal of maximizing value for all its 30-06- 2010 30-06-2009 stakeholders. The company is committed to good corporate governance and continuously reviews various investor relationship measures with a I Registration Details view to enhance stakeholders' value. The Company has adopted a Code of Conduct for top three tier of management including the Whole-time Registration No 52384 52384 Directors, and the Managing Director. The Company's Corporate Governance policy has been further strengthened through the Rolta Directors State Code 11 11 and Designated Employees Code of Conduct for Prevention of Insider Trading. The company provides detailed information on various issues Balance Sheet Date 30.06.2010 30.06.2009 concerning the company's business and financial performance. Rolta respects the rights of its stakeholders to information on the performance of II Capital Raised During the year (Amount in Rs. Thousands) the company. It takes proactive approach and revisits its governance practices from time to time so as to meet business and regulatory needs. Public Issue NIL NIL The Company believes that sound corporate governance is critical to enhancing and retaining investor trust. The Company's disclosures always Right Issue NIL NIL seek to attain the best practices in international corporate governance. The Company also endeavors to enhance long term shareholder value and Bonus Issue NIL NIL respect minority rights in all Company's business decisions. Rolta has complied in all material respects with the features of Corporate Governance Private Placement (ESOP) 1882 1091 as specified in the revised guidelines of the Clause 49 of the Listing Agreements. III Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) 1 Board of Directors Total Liabilities 31,434,655 26,394,354 Total Assets 31,434,655 26,394,354 (i) Composition of the Board Sources of Funds The Board of Directors of the Company includes individuals who are professionals in their respective areas of specialization and who have held Paid-up Capital 1,611,948 1,610,066 eminent positions. The Board is broad based and comprises of individuals drawn from management, technical, financial and legal fields. The Reserves & Surplus 17,431,310 14,659,191 members of the Board are individuals with leadership qualities and strategic insight. The current policy of the Company is to have an Executive Secured Loans 6,465,563 3,537,110 Chairman who is also the Managing Director. Directors including Non-executive Directors are professionally competent. At present, the Board Unsecured Loans 5,501,657 6,109,037 consists of twelve members, of which six are Non-Executive Independent Directors. None of the Directors on the Board of Rolta India Ltd. is a Deferred Tax 424,176 478,949 director in more than fifteen listed companies, member of more than ten committees and Chairman of more than five committees, across all the listed Companies in which he is a Director. The Board's role, functions, responsibilities and accountability are clearly defined. Application of Funds Net Fixed Assets 18,407,605 14,669,081 The Board has complete access to any information within the Company. Regular updates provided to the Board include: Investments 6,163,950 5,132,019 l Quarterly results of our operating divisions or business segments. Foreign Currency Monetary Item Transalation Difference Account 36,326 154,319 l Minutes of meetings of audit, compensation, investor grievance and management committees. Net Current Assets 6,826,773 6,438,935 l General notices of interest received from directors . Miscellaneous Expenditure NIL NIL l Dividend data. Accumulated Losses NIL NIL l Information on recruitment and remuneration of senior officers one level below the Board level. IV Performance of the Company (Amount in Rs. Thousands) l Materially important litigations, show cause, demand, prosecution and penalty notices. Total Income 11,998,702 10,163,534 l Any materially relevant defaults in financial obligations to and by us. Total Expenditure 7,998,669 6,047,294 l Details of joint ventures, acquisitions of companies or collaboration agreements. Profit Before Tax 4,000,032 4,116,240 Profit After Tax And Extraordinary Item 3,605,032 3,723,240 l Any significant development on the human resources aspect. Earning Per Share ( Rs.) l Sale of material nature, of investments, subsidiaries and assets, which are not in the normal course of business. Basic 22.38 23.13 l Details of foreign risk exposure and the steps taken by the management to limit risks of adverse exchange rate movement. Diluted 22.22 23.08 l Non-compliance of any regulatory, statutory or listing requirements. Dividend Rate (%) 32.5% 30% The Directors have made the necessary disclosures regarding Committee positions. V Generic Names of Three Principal Products/Services of the Company (as per monetary terms) Product Description Item Code No. (ITC Code) The composition and category of Directors on the Board of the Company as on 30th June 2010 are: 1 Marketing of Computer Workstation & Network Servers and other Product 8471 2 Software Development / Designing / IT Services 85244011 Sr. Name of the Director Category Designation No. As per our report of even date. For and on behalf of Board of Directors For Khandelwal Jain & Co. 1 Mr. Kamal K Singh Executive, Whole-time Director Chairman & Managing Director Chartered Accountants 2 Mr. R R Kumar Non-Executive, Independent Director Director 3 Mr. K R Modi Non-Executive, Independent Director Director 4 Lt. Gen J S Dhillon (Retd.) Non-Executive, Independent Director Director Shivratan Agarwal K K Singh R.R.Kumar K.R.Modi 5 Mr. V K Agarwala Non-Executive, Independent Director Director Partner Chairman & Managing Director Director Director 6 Mr. Behari Lal Non-Executive, Independent Director Director M.No.104180 7 Mr. V K Chopra Non-Executive, Independent Director Director 8 Dr. Aditya K Singh $# Non-Executive, Non Independent Director Director 9 Mr.ADTayal Executive, Whole-time Director Joint Managing Director 10 Mr. A P Singh Executive, Whole-time Director Joint Managing Director Atul D. Tayal Hiranya Ashar Dharmesh Desai 11 Mr. Ben Eazzetta Non-Executive, Non- Independent Director Director & President - International Operations Jt. Managing Director Director - Finance & Executive Vice President 12 Mr. Hiranya Ashar Executive, Whole-time Director Director Finance & Chief Financial Officer Chief Financial Officer Legal & Company Secretary Mumbai, Mumbai, $ None of the directors is related to any other Director, except Dr. Aditya K. Singh who is the son of Mr. Kamal K. Singh. Date: August 10, 2010 Date: August 10, 2010 # Dr. Aditya K Singh resigned as Joint Managing Director w.e.f 1st February 2010.
138 139 Corporate Governance Corporate Governance As at 30th June 2010 As at 30th June 2010
(ii) Board Meetings: 2. Management Committee Company. 6 complaints relate to brokers and Depository Participants Minimum Five Board Meetings are held each year with a minimum of one meeting in each Quarter. The Board Meetings of the Company are The Management Committee is a Committee of the Board and is where the investors have not received the dividend as the shares have prescheduled and adequate notice is given to the members of the Board. Apart from the Quarterly Board Meetings, the Company convenes authorised to deliberate, act and decide on all matters, which the full not been transferred to the respective shareholders and the Company additional Board Meetings by giving appropriate notice to the Directors to consider specific matters related to the business of the Company. The Board is otherwise empowered to do, except those matters, which are has informed the shareholders to take up the matter with their brokers. Board Meetings are generally held at the Registered Office of the Company at Rolta Tower A, Rolta Technology Park, MIDC-Marol, Andheri specifically required by law to be considered and decided by full Board. 16 complaints are subjudiced and pending for Court Orders in which (East), Mumbai - 400093, India. The Management Committee meets regularly to deliberate and take Company is only a formal party. In the case of remaining 4 complaints For effective corporate management, the Board has constituted various Committees viz. Management Committee, Audit Committee, decisions on various issues relating to strategic, financial, corporate and , the shareholders have not responded to the request of the Company Compensation Committee and Investors' Grievance Committee. legal matters ensuring smooth management of the Company. for further information and/or documents in spite of reminders being sent to them. During the financial year 2009-10, the Board of the Company, as also the various specialised committees constituted by the Board, held as many The Management Committee comprises three Whole-time Directors as 23 meetings, which include 5 meetings of the Board. Information as required to be given in terms of Annexure 1A to Clause 49 of the Listing (including the Chairman) and two non-executive and independent No complaints as received from Bombay Stock Exchange Ltd. (BSE), Agreement, was placed before the Board for its consideration and all matters with explanatory notes / reports relating to the respective Directors, namely Mr K K Singh, Mr A D Tayal, Mr Hiranya Ashar, and National Stock Exchange of India Ltd.(NSE) remained pending committees were circulated to the committee members before the meetings. Mr R R Kumar and Mr K R Modi. Mr K K Singh is the Chairman of the for resolution as on June 30, 2010. The Directors, including the Non-executive Directors, actively participated at length in the deliberations of the Board. During the financial year Management Committee. The Company Secretary acts as the The attendance of the Directors at the meeting of the Investor Grievance 2009-10, the Board held its meetings on 03rd August 2009, 22nd October 2009, 24th November 2009, 21st January 2010 and 14th April, 2010. Secretary to the Management Committee. CommitteeheldduringtheperiodendedJune30,2010,isasfollows: The time gap between any two Board meetings did not exceed four months. Attendance of Directors at the Management Committee during the Sr. Member Meetings (iii) Attendance of Directors at Board and Annual General Meeting. financial year 2009-10: Meetings held Attendance of Directors at the Board Meetings and the Annual General Meeting held during financial year 2009-2010: sNo. Attended Sr. Name of the Meetings held during the Meetings 1 Mr. K R Modi 2 2 Sr. Name of the Director Meetings held during the Meetings Attended Whether Present No. Director tenure of the Director Attended 2 Mr. R R Kumar 2 1 No. tenure of the Directors at the last AGM 1 Mr. Kamal K Singh 9Meetings 9 3 Mr. A D Tayal 2 1 1 Mr. Kamal K Singh 5 5 Yes 2 Mr. R R Kumar 9Attended 7 4 Mr. Hiranya Ashar 2 2 2 Mr. R R Kumar 5 3 No 3 Mr. K R Modi 9 9 4 Mr.ADTayal 9 5 4. Audit Committee 3 Mr. K R Modi 5 5 Yes 5 Mr. Hiranya Ashar 9 8 The Company's Audit Committee was formed in compliance with 4 Lt. Gen J S Dhillon (Retd.) 5 4 Yes Clause 49 of the Listing Agreement with the Indian Stock Exchanges as 5 Mr. V K Agarwala 5 5 Yes 3. Investors' Grievance Committee read with Section 292A of the Companies Act, 1956. Presently the Audit 6 Mr. Behari Lal 5 5 Yes The Board of Directors of the Company, has formed an Investors' Committee consists of three independent and non-executive Directors, 7 Mr. V K Chopra 5 5 Yes namely, Mr. R R Kumar (as Audit Committee Chairman), Mr. K R Modi 8 Mr.ADTayal 5 5 Yes Grievance Committee comprising of two Non-Executive and two Whole-time Directors. The Investors' Grievances Committee is and Mr. Behari Lal and one Whole-time Director Mr. Hiranya Ashar. 9 Dr. Aditya K Singh 5 3 Yes chaired by Mr. K R Modi and its other members include Mr. R R Mr. R R Kumar is ex-Chairman & Managing Director of Union Bank of 10 Mr. A P Singh 5 5 Yes Kumar, Mr.ADTayal and Mr. Hiranya Ashar. Mr. Dharmesh Desai, India and has sound knowledge in the areas of Finance, Banking and 11 Mr. Ben Eazzetta 5 3 No the Company Secretary and the Compliance Officer under Clause 49 Accounts. Mr. K R Modi another member of the Audit Committee is a 12 Mr. Hiranya Ashar 5 5 Yes of the Listing Agreement, also acts as the Secretary of the Investors' senior partner with M/s Kanga & Co., Advocates and Solicitors. Mr. Grievance Committee. (iv) No. of other Boards/Board Committees in which the Directors are either Member or Chairman as on June 30, 2010 Modi has deep knowledge in law. Mr Behari Lal, a former member of This Committee's mandate requires it to look into investors' the Income Tax Appellate Tribunal has vast experience in legal and Name of the Director Position Directorship held as on No. of Membership/ grievances relating to matters such as the transfer of shares, non taxation matters. Mr Hiranya Ashar is Director Finance & Chief June 30, 2010 Chairmanship in receipt of Annual Reports and non-receipt of dividends, and also Financial Officer of the Company and has sound knowledge in the other Board Committees### reviews any cases filed by aggrieved investors before the courts or areas of Finance, Banking and Accounts. India listed All Companies Membership Chairmanship other forums. It also supervises the Company's in-house Investor The Company held four Audit Committee meetings for the review of Companies# around the ## Service Cell, which services the shareholders of the Company by financial results relating to the period July 1, 2009 to June 30, 2010. world monitoring, recording and processing share transfers and requests for These meetings were well attended. The Committee invited the (listed & unlisted) dematerialization of shares. Auditors to be present at these meetings. The Company Secretary acts Mr. Kamal K Singh Chairman & Managing Director - 24 2 2 The fully equipped in-house Investor Service Cell, services the as the Secretary of the Audit Committee. Mr. R R Kumar Independent Director 3 7 6 3 shareholders of the Company. The transfers received by the The Audit Committee also advises the management on the areas Mr. K R Modi Independent Director 1 2 3 1 Company are generally processed and transferred on a monthly basis. where in internal audit process can be strengthened. The minutes of Lt. Gen J S Dhillon (Retd.) Independent Director - 4 - - No valid transfer request remains pending for transfer to the the meetings of the Audit Committee are circulated to the members of Mr. V K Agarwala Independent Director - 4 1 - transferees as on 30th June 2010. All requests for dematerialization of the Committee and placed before the Board. Mr. Behari Lal Independent Director - 1 1 - shares are likewise processed and confirmation thereof is normally Terms of Reference: The terms of reference/powers of the Audit Mr. V K Chopra Independent Director 6 17 10 5 communicated to the concerned depository within 10 working days Committee has been specified by the Board of Directors as under: Mr.ADTayal Joint Managing Director - 3 1 - of receipt of all documents. Dr. Aditya K Singh$ Non Executive, Non Independent Director - 11 2 - A. The primary objective of the Audit Committee of Rolta India Ltd. is to The Committee monitors the Redressal of Investor Grievances. The Mr. A.P.Singh Joint Managing Director - 11 - - monitor and provide effective supervision of the management's financial total number of complaints received and replied to the satisfaction of Mr. Benedict A Eazzetta Director & President International Operations - 11 - - reporting process with a view to ensure accurate, timely and proper the shareholders during the year under review was 22. The complaints Mr. Hiranya Ashar Director Finance & Chief Financial Officer - 2 2 - disclosures and transparency, integrity and quality of financial reporting. received from regulatory authorities and pending as on June 30, 2010 The Committee oversees the work carried out in the financial reporting were as follows: $ Dr. Aditya K Singh resigned as Joint Managing Director w.e.f 1st February 2010. process by the management, the internal auditors and the independent # Excluding Directorship in Rolta India Limited ## Directorships in public & private limited companies around the world including Rolta India Limited There are 61 complaints as per records of the Securities and Exchange auditor and reviews the processes and safeguards employed by each. Board of India. Out of these 35 complaints have been resolved by the ### Includes Audit Committee and Investors Grievance Committee in all companies including Rolta India Limited. B. The role of the Audit Committee includes the following:
140 141 Corporate Governance Corporate Governance As at 30th June 2010 As at 30th June 2010
1. Oversight of the Company's financial reporting process and the 15. Reviewing the following information: Sr. Name Designation Sitting Salary & Taxable value Commission No of shares Stock Options No. Fees (Rs.) Allowances of Perquisites (Rs.) held # in force disclosure of its financial information to ensure that the financial l The management discussion and analysis of financial (Rs.) (Rs.) (As on 30.06.10) (As on 30.06.10) statement is correct, sufficient and credible. condition and results of operations; 1 Mr. Kamal K Singh Chairman & Managing Director Nil Nil 39,600 7,65,00,000 2,50,000 NA 2. Recommending to the Board, the appointment, reappointment l Statement of significant related party transactions (as defined and, if required, the replacement or removal of Statutory Auditors by the Audit Committee), submitted by Management; 2 Mr. R R Kumar Director 200000 Nil Nil Nil 26 Nil and fixation of audit fees. l Management letters/letters of internal control weaknesses 3 Mr. K R Modi Director 280000 Nil Nil Nil 2,000 Nil 3. Approval of payment to Statutory Auditors for any other services issued by the Statutory Auditors; rendered by the Statutory Auditors. l Internalauditreportsrelatingtointernalcontrolweaknesses;and 4 Lt. Gen J S Dhillon (Retd.) Director 80000 Nil Nil Nil - Nil 4. Reviewing with the management, the annual financial statements l The appointment, removal and terms of remuneration of 5 Mr. V K Agarwala Director 100000 Nil Nil Nil 28,000 Nil before submission to the Board for approval, with particular internal Auditors reference to: 6 Mr. Behari Lal Director 140000 Nil Nil Nil - Nil 16. The audit committee's powers, include the following: l Matters required to be incorporated in the Directors' l Toinvestigate any activity within its terms of reference. 7 Mr. V K Chopra Director 100000 Nil Nil Nil - Nil Responsibility Statement forming part of the Directors' Report l Toseek information from any employee. in terms of sub-section (2AA) of Section 217 of the Companies 8 Mr. A D Tayal Joint Managing Director Nil 1,19,39,700 39,600 1,27,50,000 2,70,000 6,00,000 l Toobtain outside legal or other professional advice. Act, 1956. l To secure attendance of outsiders with relevant expertise, if it 9 Dr. Aditya K Singh Director Nil 32,27,075 23,100 Nil 1,53,928 NA l Changes, if any, in accounting policies and practices and considers necessary reasons for the same. 10 Mr. Adarsh Pal Singh Joint Managing Director Nil 97,48,870 6,35,225 76,50,000 50,820 3,75,000 . l Major accounting entries involving estimates based on the Attendance of Directors at the Audit Committee Meetings during 11 Mr. Hiranya Ashar Director Finance & CFO Nil 81,98,167 32,400 51,00,000 - 2,55,000 exercise of judgment by the Management. the financial year 2009-10: l Significant adjustments made in the financial statements 12 Mr. Benedict A Eazzetta Director & President - arising out of audit findings. Sr. Member Meetings held Meetings International Operations Nil 2,34,64,585 Nil Nil - 8,00,000 l Compliance with listing and other legal requirements relating No. Attended to financial statements. 1 Mr. R R Kumar 4 3 Note: None of the Directors received any loans and advances from the Company during the financial year ended June 30, 2010 l Disclosure of related party transactions. 2 Mr. K R Modi 4 4 #Shareholding details are given for the directors on Board as at 30th June 2010 l Qualifications in draft audit report. 3 Mr. Behari Lal 4 4 5. Reviewing with the management, the quarterly financial 4 Mr. Hiranya Ashar 4 4 The remuneration paid to Whole-time Directors, is as per the approval AGM held on Summary of Special Resolution already taken from the members at the Annual General Meeting. statements before submission to the Board for approval. 19th Annual General Meeting 1 Special Resolution as at Item no. 1 under Section 81(1A) 6. Reviewing, with the management, the statement of uses / 5. Compensation Committee: Details of Service Contracts of Whole-time Directors: 24-11-2009 and all other applicable provisions of the Companies The Company's Board has set up a competent and qualified Act, 1956 and the provisions of Foreign Exchange application of funds raised through an issue (public issue, rights Management Act 1999 and Foreign Currency Compensation Committee in compliance with the SEBI guidelines. As on issue, preferential issue, etc.) the statement of funds utilized for Sr. Name Period of Service Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism). purposes other than those stated in the offer document / 30 June 2010, its members include Mr. Kamal K Singh (as Compensation No Contract Committee Chairman), Mr. R R Kumar and Mr. K R Modi. The 2 Special Resolution as at item No. 2 under Section 163 of prospectus/ notice and the report submitted by the agency 1 Mr. Kamal K Singh 01.07.2007 to 30.06.2012 Companies Act, 1956, consent of the Company be and is monitoring the utilization of proceeds of a public or rights issue, Committee is responsible for recommending the compensation structure hereby accorded to keep the Register and Index Members for Whole-time Directors and the implementation and administration of 2 Mr.ADTayal 17.02.2007 to 16.02.2012 of the Company, returns and copies of certificates and and making appropriate recommendation to the Board to take documents at the office of the third party Registrar and theEmployeeStockOptionPlans. needed steps in the matter. 3 Mr. A P Singh 01.04.2007 to 31.03.2012 Share TransferAgents as approved by the Board. Resolutions passed through Postal 1 Special Resolution as at Item no. 1 under Section 81(1A) 7. Reviewing with the management, the performance of Statutory The Non-Executive Directors of the Company are paid sitting fees at 4 Mr. Hiranya Ashar 01.11.2009 to 31.10.2012 Ballot on 15-06-2009 and all other applicable provisions of the Companies and Internal Auditors, and adequacy of internal control systems. the rate of Rs. 20,000/- for attending each Board Meeting and Act, 1956 and the provisions contained in the Securities Rs.10,000/- for attending each Board Committee Meeting. Presently, and Exchange Board of India (Employee Stock Option 8. Reviewing the adequacy of internal audit functions, if any, Scheme and Employee Stock Purchase Scheme) including the structure of the internal audit department, staffing the Non-executive Directors of the Company are not paid commission. The Contracts entered into by the company with all the Whole-time Guidelines, 1999 for amendment of ESOP 2007 Scheme approved by the shareholders at its Annual General and seniority of the official heading the department, reporting The Compensation Committee held three meetings during the Directors, may be terminated by either the Company or the WholetimeDirectorsbygivingsixcalendarmonths'noticeinwriting. Meeting held on November 28, 2006. structure, coverage and frequency of internal audit. period July 1, 2009 to June 30, 2010. 2 Special Resolution as at Item no. 2 under Section 81(1A) and all other applicable provisions of the Companies 9. Discussion with internal Auditors of any significant findings and 6. General Body Meetings Act, 1956 and the provisions contained in the Securities follow-up thereon. Attendance of Directors at the Compensation Committee Meetings The last three Annual General Meetings of the Company were and Exchange Board of India (Employee Stock Option held during the financial year 2009-10: Scheme and Employee Stock Purchase Scheme) 10. Reviewing the findings of any internal investigations by the held at Shri Bhaidas Maganlal Sabhagriha, U-1, Juhu Guidelines, 1999 for amendment of ESOP 2008 Scheme internal Auditors into matters where there is suspected fraud or Sr. Member Meetings held Meetings Development Scheme,Vile Parle (West), Mumbai - 400056. approved by shareholders at its Annual General irregularity or a failure of internal control systems of a material No. Attended Meeting held on November 16, 2007. 3 Special Resolution as at Item no. 3 under Section 81(1A) nature and reporting the matter to the Board. 1 Mr. Kamal K Singh 3 3 Financial YearDate Time and all other applicable provisions of the Companies 11. Discussion with Statutory Auditors before the audit commences, Act, 1956 and the provisions contained in the Securities 2 Mr. R R Kumar 3 3 2008 - 09 24.11.2009 11.30 a.m. and Exchange Board of India (Employee Stock Option about the nature and scope of audit as well as post-audit discussion 3 Mr. K R Modi 3 3 Scheme and Employee Stock Purchase Scheme) to ascertain any area of concern. 2007 - 08 24.11.2008 11.30 a.m. Guidelines, 1999 for amendment of terms of ESOP 2006 - 07 16.11.2007 11.30 a.m. Scheme as approved by shareholders at its Annual 12. Looking into the reasons for substantial defaults in the payment The Committee reviewed the performance of all executive directors General Meeting held on November 24, 2008. to the shareholders (in case of non payment of declared dividends) 18th Annual General Meeting 1 Special Resolutions u/s 81 (1A) for issue of shares under annually, and approved the payment of individual Commissions to 24-11-2008 the Employees Stock Option Plan for the employees of and creditors. each one of them. The committee believes that the compensation All resolutions moved at the last Annual General Meeting were passed the company as well as for the employees of the 13. Reviewing the functioning of the Whistle Blower Mechanism. and benefits are adequate to motivate and retain the senior officers by show of hands by the requisite majority of members attending the holding/subsidiary companies. of the company 17th Annual General Meeting 1 Special Resolution u/s 81 (1A) for issue of shares under 14. Carrying out such other function as may be specifically referred meeting. The following are the Special Resolutions passed at the 16-11-2007 the Employees Stock Option Plan for the employees of to the Committee, by the Board of Directors and/or other The remuneration of Directors charged to the Profit & Loss Account previous three Annual General Meetings and Extraordinary General the company as well as for the employees of the holding/subsidiary companies. Committees of Directors of the Company. during the Financial Year2009-10 is given below: Meetings held in the past 3 years.
142 143 Corporate Governance Corporate Governance As at 30th June 2010 As at 30th June 2010
7. Code for Prevention of Insider Trading/SEBI (Substantial corporate matters, financial matters etc., are at the core of good corporate focuses on areas such as Board of Directors, responsibilities of the Board, Shareholders rights: Acquisition of Shares & Takeovers)Regulations, 1997: governance. Towards this end, the quarterly results of the Company were audit committee functions, roles and responsibilities, appointment of The quarterly results are published in the newspapers. After the The Company has adopted the Code of Conduct for Prevention of published within a month of the end of each quarter and the Audited auditors, Compliance with Secretarial Standards and a mechanism for announcement of the quarterly financial results, a business television Insider Tradingin the equity shares of the Company. This code is known Annual Results within 3 months of the end of the financial year. The whistle blower support. We substantially comply with the Corporate channel in India telecasts a live discussion with our Management. This as the Rolta Directors and Designated Employees Code of Conduct for Company also ensures that Press Releases are issued on significant Governance VoluntaryGuidelines. enables a large number of retail shareholders in India to understand Prevention of Insider Trading. The Company's Insider Trading Code of developments and the investors kept informed of important Revised clause 49 of the Listing Agreement our operations better. This is followed by media briefings, press Conduct, inter-alia prohibits purchase / sale of equity shares of the announcements. The Quarterly Financial Results are published in English SEBI, with a view to improve corporate governance standards in India conferences, and earnings conference calls. Company by the Directors and Designated Employees in management and vernacular newspapers. These results are generally published in the all and to enhance the transparency and integrity of the market, We also communicate with investors regularly through email, position (at the level of Executive Directors and above) while in India editions of The Economic Times / Business Standard / Financial constituted the Committee on Corporate Governance under the telephone and face-to-face meetings either in investor conferences, possession of unpublished price sensitive information in relation to the Express and other English and vernacular newspapers. The results are chairmanship of N. R. Narayan Murthy. The Committee issued two company visits or on road shows. Company. The Company makes disclosures to the Stock Exchanges of posted on the Company's website www.rolta.com. Investor / shareholders sets of recommendations: the mandatory recommendations and the Audit Qualification: transactions covered under the "Rolta Directors and Designated may directly address their queries at [email protected]. The results and non-mandatory recommendations. Employees Code of Conduct for Prevention of Insider Trading". This the various Press Releases issued by the Company are also promptly During the year under review, there was no audit qualification in code meets with the regulations stipulated by the Securities and forwarded to the Stock Exchanges whereat the equity shares of the SEBI has incorporated the recommendations made by the Narayan company's financial statements. Exchange Board of India (SEBI), on Prohibition of Insider Trading. Company are listed. The Company frequently organizes facilities visits for Murthy Committee on Corporate Governance in Clause 49. A revised Annual Declaration by the CEO Under Clause 49 I (D) of the representatives of institutional investors. These visits are generally Clause 49 was made effective from January 1, 2006. The Company Listing Agreement regarding Adherence to the Code of Conduct In compliance with the SEBI's regulations on prevention of insider fully complies with the mandatory revised Clause 49 of the Listing trading, during the year, the Company had amended the Code for accompanied by presentations by the Company's Strategic Business Units In accordance with Clause 49 sub-clause I (D) of the Listing and a briefing on the Company's products and services both in the Agreement and also some of the non-mandatory provisions such as prevention of Insider Trading for its Directors and Designated Remuneration Committee, unqualified financial statements, Agreement with the Stock Exchanges, I hereby declare that all the Employees by incorporating the amendment laid down in the SEBI international markets and in India. The entire Annual Report of the Directors and the Senior Management personnel of the Company (Prohibition of Insider Trading)(Amendment) Regulation, 2008. Company as well as the Quarterly Results are also available on the Compliance have affirmed compliance to the Rolta Code of Conduct for the Company's website. The Management Discussion and Analysis (MDA) (i) Certificate from the Statutory Auditors confirming Financial Yearended June 30, 2010. The Company also made disclosures to the Stock Exchanges for giving an overview of the Company's business and its financials etc., Risk compliance with Clause 49 of the Listing Agreement is transactions covered under the SEBI (Substantial Acquisition of Management. The Shareholders' Information, Ratio & Ratio Analysis, published below. Kamal K Singh Shares & Takeovers) Regulations, 1997 by submitting the requisite Directors'ProfileareprovidedseparatelyinthisAnnualReport. (ii) Status of compliance of non-mandatory requirement Chairman & Managing Director reports and applications under the said Regulations. August 10, 2010 10. General Shareholders Information Remuneration Committee: 8. Disclosures Mandatory as also various additional voluntary information of interest The Company has a Remuneration Committee designated as 13. Auditor's Certificate on Corporate Governance Related party transactions are defined as transactions of the Company to investors is furnished in a separate section 'Shareholders "Compensation Committee". A detailed note on compensation/ The Auditor's Certificate on compliance of Clause 49 of the Listing of material nature with Promoters, Directors or the management, their Information' elsewhere in this Annual Report. remuneration is provided in the Annual Report. Agreement relating to Corporate Governance is published below. relatives, subsidiaries, etc. that may have potential conflict with the interest of the Company at large. Details of material and significant 11. CEO/CFO Certification related party transactions are given in the Notes to the Accounts A certificate from Chairman and Managing Director and Director annexed to the financial statements. Necessary approvals, as required (Finance) on the financial statements of the Company and on the Auditors' Certificate matters which were required to be certified according to the clause are taken before entering into any such arrangements. On Compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement 49(V) was placed before the Board. The Company's equity shares are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and 12. Code of Conduct for Directors and Senior Management To the Company's Global Depository Receipts (GDRs) have been listed with The Rolta Code of Conduct (Code) is applicable to all Directors The Members of London Stock Exchange. The Company has paid the Listing Fees, as (including Whole-time Directors) and Senior Management of the Rolta India Limited applicabletotheBSE,NSEandLSEfortheFinancialyear2010-11. Company at the level of Executive Directors and above. The Code We have examined the compliance of conditions of Corporate Governance by Rolta India Limited for the year ended 30th June 2010, as The Company has duly complied with the requirements of the lays down the standards of business conduct, ethics for transparent stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. revised Clause 49 of the Listing Agreement with the Stock corporate governance. A copy of the Code has been posted on the Exchanges, as well as with the Regulations of the Securities and Company's website. The Code has been circulated to all members of The Compliance of conditions of Corporate Governance is the responsibility of the company's management. Our examination has been limited to a Exchange Board of India (SEBI) and such other statutory authority the Board and Senior Management and the compliance of the same review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate relating to the Capital Markets. has been affirmed by them. Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. The company has paid the listing fees to Singapore Stock Exchange Report on Corporate Governance In our opinion and to the best of our information and according to the explanations given to us and based on the representations, made by the for the financial year 2010-11. This Corporate Governance Report forms part of the Annual Report. Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the The Company is fully compliant with the provisions of Clause 49 of above mentioned Listing Agreements. A qualified practicing Company Secretary carried out secretarial audit the Listing Agreement with the Stock Exchanges in India. to reconcile the total admitted capital with National Securities Compliance with the corporate governance codes We state that such compliance is neither an assurance as to the further viability of the Company nor of the efficiency or effectiveness with which Depository Limited (NSDL) and the Central Depository Services the management has conducted the affairs of the Company. (India) Limited (CDSL) and the total issued and listed capital. The Corporate Governance Voluntary Guidelines, 2009 secretarial audit report confirms that the total issued/paid up capital is During the year, the Ministry of Corporate Affairs, Government of in agreement with the total number of shares in physical form and the India, published the Corporate Governance Voluntary Guidelines total number of dematerialized shares held with NSDL and CDSL. 2009. These guidelines have been published keeping in view the objective of encouraging the use of better practices through voluntary For Khandelwal Jain & Co., The Company follows Accounting Standards issued by the adoption, which not only serve as a benchmark for the corporate sector Chartered Accountants Institute of Chartered Accountants of India. In the preparation of the but also help them in achieving the highest standard of corporate Firm Registration No. 105049W financial statements, the Company has not adopted a treatment governance. These guidelines provide corporate India a framework to different from that prescribed in any Accounting Standard. The govern themselves voluntarily as per the highest standards of ethical and Company also publishes its Accounts drawn under International responsible conduct of business. The Ministry hopes that adoption of Financial Reporting Standards (IFRS). these guidelines will also translate into a much higher level of Shivratan Agarwal 9. Means of Communication stakeholders confidence which is crucial to ensure the long-term Place: Mumbai Partner Timely disclosure of consistent, relevant and up-to-date information on sustainability and value generation by business. The guidelines broadly Date: August 10, 2010 Membership No.104180
144 145 Risk Management
The management cautions the readers that the risks outlined below demands of the marketplace. The Company keeps itself up graded the competitors to emulate. The Company has derisked its business leveraging its domain expertise, diverse technology portfolio, IPRs are not exhaustive and are for information purpose only. This report with the latest technologies solutions and assimilates changes to be from competition by virtue of its domain expertise in providing end- and industry experience. also contains statements which are forward looking in nature and successful in anticipating or responding to technological advances on to-end total IT solutions by using its critical mass of Intellectual readers are requested to exercise their own judgment in assessing a timely basis. Property Rights and by combining advantageously its three SBGs. Rolta has constantly strived to alleviate the risk of over dependence various risks associated with the Company and referring to the on a limited number of clients, which entails an adverse impact on discussions of risks in the Company's earlier Annual Reports. Rolta has constantly expanded its infrastructure, technology and SKILLS RISK profitability in case of contraction of business from these clients, by people skills to address the specialized markets in which it is present. Dearth of people with right skills results in business reduction in a adding new clients constantly besides foraying into new business BUSINESS RISK Rolta uses this comprehensive infrastructure and state-of-the art knowledge oriented industry. domains Rolta's ability to uniquely integrate its offerings from the 'competency centres' spread all over the world to provide its Enterprise Geospatial and Defense Solutions (EGDS), Enterprise Changing business environment and customer inclinations call for In the current highly competitive environment, Human Resources customers ground-breaking solutions through latest technology Design and Operation Solutions (EDOS) and Enterprise IT Solutions constant reorientation and innovative solutions and services to function has emerged as a critical function in every company. People suitably adapted for precise requirements through various value (EITS) domains makes it a single window solution provider its augment market share . are considered to be the vital resource for the growth of a company. additions. The Company has made various strategic acquisition of customers to address business challenges effectively. A business is subject to the risks involved in respect of the service lines The company believes that it is necessary to recruit and retain staff technologies, companies and business division e.g. Orion offered by it and the resultant risk of decline in business due to rapid possessing advanced technical skills. The Company considers it Technologies Inc., Broech Corporations (TUSC) Whittman Hart Rolta foresees the requirements of its customers and accordingly technological change, embryonic industry standards, changing client imperative to upgrade skills at an advanced level for senior Consulting (WHC), Piocon Technologies and OneGIS which has creates and provides customized solutions to meet their preferences and new product and service introductions. Rolta has management personnel to enhance their ability to formulate key enhanced the Company's capabilities to provide innovative and state- requirements and as such acts as an extension of the business of its continuously strived to mitigate this risk by constantly reinventing strategies and ensure organizational management. of-the-art products and services in its business segments. customers. The Company provides not just tools but catalysts that itself and responding to customer's demands innovatively and help customers enhance productivity within their respective Rolta's HR Policies adopted over the years have built a strong culture creatively through its path breaking efforts makes Rolta the preferred Rolta also promotes the technology of its partners and their mutual environments. The Company also responds with alacrity to special and ensures a judicious balance of a secure and a challenging working choice for its customers. Rolta's domain expertise, involving a and complementary strengths make Rolta and its partners inter-reliant customer needs. As a result, Rolta has long-term customers across environment.. The Company continuously invests in its people and combination of IT, Engineering and eServices, IPRs, diverse on each other. Moreover, Rolta's partnerships have been marked by the world. Rolta's high level of repeat business leads to these believes in imparting constant training to Roltaites in their respective technological skills and its long term partnerships with world leaders fair practices and fulfilled commitments through a clear articulation of longstanding relationships. and its willingness to learn continuously enables the Company to the expectation of each alliance partner as well as ways in which these disciplines. In view of its alliance with world leaders the level of constantly expand and enlarge its market. The Company's ability to would be met. The Company adopts various standards to ensure that technology employed in the Company is of a very high order. Thanks GEOGRAPHY RISK to these factors the Company acquires and assimilates high-end provide integrated end-to-end solutions across the multiple platforms information is secure and is not susceptible to disasters. As an Over dependence on any one geographic market entails risk of technical skills on an on-going basis. enables the Company to constantly expand and enlarge its market. international eSecurity services provider, the Company has highly volatility and downturn in that economy. trained industry certified specialists deployed internationally. The Rolta is continuously moving up the value chain by leveraging its The Company's innovative HR practices are oriented towards Rolta's firm roots and dominating presence in the vast home market Company's eSecurity procedures are certified by BSI. The Company multi-disciplinary project experience acquiring and developing IPRs instilling a sense of ownership among Roltaites. Rolta operates in the provides it an opportunity to refine its international offerings with the also regularly audits and verifies its compliance with security and and strong domain expertise, in innovatively developing integrated high tech business area of Enterprise Geospatial and Defense derived benefits of synergy across operations and optimization of disaster recovery measures employed by the Company. Rolta has solutions in Enterprise Geospatial & Defense Solutions (EGDS), Solutions (EGDS), Enterprise Design and Operation Solutions resources. The Company's well grinded skills tested in Indian markets centralized back up and data recovery systems and planned Enterprise Design & Operations Solutions (EDOS) and Enterprise IT (EDOS) and Enterprise IT Solutions (EITS) and as a result, the enable it to spread efficiently its business across various geographies. procedures for regular back up of all critical servers. Solutions (EITS) domains. Rolta is strengthening and expanding its business model is focused towards technically skilled manpower. Rolta has progressively expanded its presence and today it has subsidiaries in US, Canada, Europe (U.K., Netherlands & Germany) product and services portfolio through acquisitions, long-term COMPETITION RISK Nearly 75 percent of Rolta's employees possess the relevant alliances with world leaders adopting the latest technologies. This has engineering, postgraduate and PhD degrees. This judicious and Middle East (Saudi Arabia & UAE) . Absence of vigilance against competition could result in contraction recruitment policy is supplemented by constant training and enabled the Company to create a singularly unique business mix and Rolta's continues to be an attractive and cost effective off-shoring of revenues from business. enhancement of skills, which coupled with the excellent technical high entry barriers, which competitors find daunting to emulate. alternative, despite oscillations in the global economy. The Company The Company's capability to offer innovative and value added infrastructure, provides a unique working atmosphere to its Rolta's ability to constantly reinvent itself and respond to customer's has insulated its overall performance from the impact of downturns in solutions and services by integrating its diverse domain knowledge employees demands innovatively and creatively through its path breaking efforts any specific market with a domestic-international spread of business makes Rolta the ideal choice for its customers. Rolta over the years has enables it to move ahead in an environment of increasing competition. Rolta continues to have a significant share of the market in India for Rolta provides a distinctive working atmosphere to its employees. and combination of its various solutions and services. Rolta's growth is transformed itself from a provider of technology to a specialized not dependant on any specific geographic area or specific industry service provider in the field of infrastructure, security etc and geospatial information systems and engineering / design solutions and Rolta provides attractive opportunities for career growth, a number of segment. For example, in India, the Company's customers are spread repositioned itself well in the infrastructure space. Constant services in the face of accelerating competition from local and Roltaites who joined as trainees having risen to positions of across various industry segments, such as infrastructure, defense, innovation and evolvement of services enables Rolta to continuously international companies with regard to our operations in both responsibility, right up to the Director level. There are quite a few oil/refinery, electricity, telecom, transportation, agriculture, forestry move up the value chain resulting in a de-risked business model. domestic and overseas markets. Rolta believes it is sufficiently instances of Roltaites who have left coming back after acquiring insulated against competition. The Company's early entry into the complementary skills and diverse experiences. Rolta's remuneration etc. thereby enabling it to effectively counter lower spending by any TECHNOLOGY RISK CAD/CAM/GIS solutions market in India in 1985 enables it to remain structure has been benchmarked with the best in IT industry. The one segment by increased spending by another segment. The to retain its premier position in this market. Company provides employees with performance incentives and its Company's businesses are solution / project-oriented and not The survival as a growth company depends on seamless adoption of placement-oriented. emerging new technologies. Employees Stock Option Plan strengthens a sense of ownership and The best practices and methodologies built up by the Company for results in minimum employee attrition. The IT services market is characterized by rapid technological development and customization of solutions ensure that projects are Rolta focuses on being on top of the value-chain. Rolta's special changes, evolving industry standards, changing client preferences and completed with speed, optimal resources and meet or exceed CUSTOMER RISK domain knowledge involving an extraordinary blend of IT, new product and service introductions. The Company's partnership Engineering, software, eSecurity and eBusiness skills, and strategy customer needs. The unrivaled blend of engineering culture and Customers tend to migrate if expectations are not met . with the world's leading IT companies for its various services, technology skills adopted by the Company and its strategic of leveraging its core competencies enable Rolta to constantly Rolta understands that each customer is unique and there is no one acquisitions and proactive up gradation of its technology repertoire acquisitions, joint ventures and management resources adds to its expand and spread its market. It directs its resources on its single technology or solution that meets requirements of all. Rolta on an ongoing basis enable it to anticipate these advances, to adapt to capability to proffer innovative and value added solutions and services customers' mission-critical projects, implementing and executing uses its domain knowledge to offer customized and insight full rapidly changing technologies, to adapt its solutions and services in by integrating its diverse domain knowledge, expertise. these from its various offices/facilities worldwide. Rolta derives line with evolving industry standards and to improve the solutions to its customers and as a result customers work with Rolta nearly all of its international revenues from such offshore projects performance, features and reliability of solutions and services in Rolta's strong customer association, established utilities, tools and over the long term so that the company is an extension of the business resulting in a healthier bottom line and protection from risks from response to competitive product and service offerings and evolving business procedures developed over the years make it impossible for of its customers. Rolta brings value to its customer's business by any downward spiral in any economy.
146 147 Management's Discussion and Analysis
The following discussion should be read in conjunction with the Enterprise Design and Operation Solutions (Engineering Design software and services exports including ITeS-BPOare estimated at long-term contracts is recognised by reference to the percentage Company's audited consolidated financial statements as per business); and Enterprise IT Solutions (IT business) segment US $ 49.7 billion (Rs. 2,351billion) in year 2009-10 as compared of completion of the contract at the balance sheet date. Indian GAAP as at and for the financial years ended 30 June 2010 respectively, accounted for 49.7%, 25.6% and 24.7% of the to US $ 47.1 billion (Rs. 2162 billion) in year 2008-09, a 5.5% Company's long term contracts specify a fixed price for the sale and 30 June 2009, and the related notes thereto. Company's consolidated revenues, as compared to 45.1%, 28.5% growth in dollar terms and 8.7 % in rupee terms. The revenue from of license and installation of software solutions & services and and 26.3% for the year ended 30th June, 2009. the domestic IT market (excluding hardware) is expected to grow the related revenue is determined using the percentage of Company Overview to about US $ 14 billion (Rs. 662 billion) in year 2009-10 as completion method. Income from maintenance contract is Rolta India Limited (referred to as "The Company" in this section) is The Company has transformed its business from being services- compared to US $ 12.8 billion (Rs. 590 billion) in 2008-09, an recognized proportionately over the period of the contract. In an Indian Information Technology ("IT") company with its centric to a solutions-oriented model. Through in-house anticipated growth of 9% in dollar terms and 12% in rupee terms. some cases, a proportion of a contract payment may be retained corporate headquarters in Mumbai. In addition to its headquarters, development and strategic acquisitions, Rolta has built a rich by the counter party against completion of warranties. To cover 2 the Company operates through a network of 12 branches & regional repository of Intellectual Property (IP). The Company has According to NASSCOM, the industry will witness a healthy potential customer warranty claims, provisions are made offices across India combined with its ten overseas subsidiaries launched enterprise-level solutions, built around Rolta IP, for growth in this year, led by growth in the core markets and according to the profit realised. At completion of the contract, located in the USA, Canada, the UK, the Netherlands, Germany, selected vertical segments of industry and government. The supplemented by significant contributions from emerging the remaining warranty risk is reassessed. Saudi Arabia, the United Arab Emirates and Australia. The company Company's Rolta Geospatial Fusion™ Solutions are being markets. Growth drivers include a thrust on platform BPO, has also established a 50:50 Joint Venture Company, Shaw Rolta increasingly accepted in Utilities, Land Records, Telecom and Analytics, Finance & Accounting, Remote Infrastructure For the financial years ended 30th June, 2010 and 30th June, Limited with the Shaw Group, USA and a 51:49 Joint Venture Town Planning segments. The Company has also strengthened its Management, ADM and Cloud Services. The Indian IT-BPO 2009, consolidated revenues amounted to Rs. 15,326.70 million Company,Rolta Thales Limited with Thales Group of France. offerings in the Earth Sciences domain and have launched Industry is expected to exceed US $ 70 billion in FY'11. and Rs. 13,728.13 million, respectively. This represented a specialized solutions based on Rolta IP for advanced imaging growth of 11.6% for the financial year ended 30th June, 2010, as The Company is a strong player in the Defense and Homeland requirements. The Company has launched Rolta On PointTM Internal Control System and their adequacy compared to the financial year ended 30th June, 2009. The Security, Government, and Infrastructure sectors. Rolta serves which has enhanced the power of Rolta's Geospatial FusionTM The internal control systems adopted by the Company are increase in revenues was attributable to an increased level of these markets by providing innovative solutions - Enterprise solutions. The Company also introduced new cutting edge adequate and appropriate to its operations. The system has been business activities from domestic & international markets across Geospatial and Defense Solutions ("EGDS" or "Defense & GIS Geoimaging technology products such as Rolta Geomatica, Rolta designed to ensure that assets and interest of the Company are all Business Groups. business"), Enterprise Design and Operation Solutions Geo Imaging Accelerator and Rolta GeoConferences. The protected and dependability of accounting data and its accuracy ("EDOS" or "Engineering Design business") and Enterprise IT Company continues to maintain its leadership in the Indian are ensured with proper checks and balances. Revenues by Business Segment Solutions ("EITS" or "IT business"). The Company's EGDS Defense Geospatial market and has introduced many new The table below gives the consolidated revenue analysis by The Company has internal audit to examine and evaluate the Division, through a combination of its own IP, innovative R&D solutions for Defense and Homeland Security. In the Engineering business segment for the periods indicated: adequacy and effectiveness of Internal Control System. The and technologies from its joint venture partners like Thales, Design business, the Company continued to maintain its premier internal audit ensures that the systems designed and implemented, (Rs in Million) France (Rolta Thales Ltd.), develops and provides state-of-the- position in India as a provider of high value design solutions. The Segment wise Revenue Y.E June 30, Y.E June 30, provides adequate internal control commensurate with the size 2010 2009 art Defence, Security and Maritime solutions, such as intricate Company continues to further develop and enhance its innovative and operations of the Company. A world-class Oracle ERP system Enterprise Geospatial and Defense Solutions 7,623.07 6,195.49 Command & Control systems, complex Intelligence, solutions for plant operations. The Rolta OneViewTM solution has has been implemented across the organization by KPMG to serve Enterprise Design and Operation Solutions 3,924.70 3,915.31 Surveillance & Reconnaissance systems, ruggedized Military been deployed at large refining facilities in USA, Europe and as its information backbone. Enterprise IT Solutions 3,778.93 3,617.32 Communications, integrated Digital Soldier and hi-tech Vehicle South Africa and well received in other markets, such as in the Total 15,326.70 13,728.13 systems, covering the entire "sensor to shooter" chain. Rolta's middle-east and India. Rolta continues to strengthen and build its The Audit Committee of the Board, Statutory Auditors and the Segment wise Profit [EBIDTA] EDOS Division along with its joint venture with The Shaw IT business portfolio and capabilities to focus on high-end top management executives are periodically apprised of its Enterprise Geospatial and Defense Solutions 3,738.39 2,621.02 Group Inc. USA, Shaw Rolta Ltd., provides comprehensive requirements like Business Intelligence, Enterprise Applications, activities and internal audit finding. The Audit Committee of the Enterprise Design and Operation Solutions 1,545.99 1,487.31 Engineering, Procurement and Construction Management etc. The division is focused on developing and upgrading the Company chaired by independent director consisting of other Enterprise IT Solutions 485.86 526.93 Total 5,770.24 4,635.26 (EPCM) services to meet turnkey project requirements of power, Company's IP to enhance the value proposition to the Company's non-executive independent directors periodically reviews and oil, gas, petrochemical and chemical sectors. Rolta's EITS customers, and strengthen its standing in the market by offering commends the quarterly, half yearly and annual financial Division addresses high-end requirements like Business unique technological approaches. The Company recently statements of the Company. A detailed note on the functioning of For the financial years ended 30th June, 2010 and 30th June, 2009, Intelligence and Enterprise Applications. The division is focused launched Rolta iPerspectiveTM Suite 2.0 - a rapid application the audit committee forms part of the chapter on Corporate consolidated revenues from Enterprise Geospatial and Defense on developing and upgrading the Company's IP to enhance its development workbench focused on enterprise application Governance in this Annual Report. The annual statements of the Solutions (Defense & GIS business) amounted to Rs.7,623.07 value proposition to customers, and strengthening its standing integration. This Suite uses a powerful template based integration Company drawn under both Generally Accepted Accounting million and Rs. 6,195.49 million, respectively. This represented a in the market by offering unique technological approaches. component generation engine that creates, builds and deploys Standards in India (Indian GAAP) and under International growth of 23.0% for the financial year ended 30th June, 2010, as integration components automatically, drastically reducing the Financial Reporting Standards (IFRS) and the same are audited compared to the financial year ended 30th June, 2009. The The Company has organised its business into three business effort required in enterprise application integration projects. To and certified by two separate independent auditors. consolidated revenues from Enterprise Design and Operation groups (each, a "BG"): Enterprise Geospatial and Defense further enhance its own IP-based solutions-oriented strategy, the Solutions (Engineering Design business) amounted to Solutions (Defense & GIS business); Enterprise Design and Company continues to augment its rich repository of IP assets. Revenues Rs. 3,924.70 million and Rs. 3,915.31 million, respectively. This Operation Solutions (Engineering Design business); and The Company's revenues are generated principally from IT- represented a growth of 0.2% for the financial year ended 30th Enterprise IT Solutions (IT business). Detailed overview of each Industry Overview based Solution & Services. Revenue from sale of solutions and June, 2010, as compared to the financial year ended 30th June, Business Group forms part of Business Group section in this Annual 1According to the Annual Report 2009-10 of the Department of services is recognized in accordance with the sales contract and 2009. Similarly, the consolidated revenues from Enterprise IT Report. For the year ended 30th June, 2010, the Enterprise Information Tecnology, Ministry of Communications and when significant risks and rewards in respect of ownership are Solutions (IT business) amounted to Rs.3,778.93 million and Geospatial and Defense Solutions (Defense & GIS business); Information Technology, Government of India, the Indian transferred to the customers. Revenue from customer-related Rs. 3,617.32 million respectively for these two financial years.
1http://www.mit.gov.in/sites/upload_files/dit/files/annualreport2009-10_0.pdf 2http://www.nasscom.in/Nasscom/templates/NormalPage.aspx?id=59704 148 149 This represented a growth of 4.5 % for the financial year ended cost of third party sub-contracting of services needed to execute the Depreciation and Amortisation Income tax 30th June, 2010, as compared to the financial year ended 30th contracts & projects awarded to the Company. Depreciation and amortisation is applied to the Company's Income tax expense includes current income tax expense, June, 2009. Revenues from the Company's Defense & GIS property, plant and equipment at the rates set out in the notes to provision for deferred tax expenses and fringe benefit tax and business group continued to show a growth despite the slowdown In the financial years ended 30th June, 2010 and 30th June, 2009, the financial statements. The principal depreciation costs relate to other tax charges. In the financial years ended 30th June, 2010 and in global economy during this period, because of its strong focus material and subcontracting costs amounted to Rs. 2,920.18 the Company's computer plant and machinery and increasingly, 30th June, 2009 , income tax expense including fringe benefit tax, on the defense, homeland security, infrastructure and government million and Rs. 2,149.80 million. This represented a increase of the Company's buildings. The company has made extensive wealth tax and deferred tax liabilities amounted to Rs. 405.52 sectors, which have been resilient in the face of the global 35.8% in the financial year ended 30th June, 2010, as compared to investment in development facilities both in its SEZ and other million and Rs. 401.85 million respectively. economic slowdown. Revenues from the Engineering Design the financial year ended 30th June, 2009. For the financial years units in India on account of the fact that the company's business The Company benefits from tax incentives provided to computer business and IT business groups which are focused more on ended 30th June, 2010, material and subcontracting costs as model is oriented towards an offshore model. Almost 80 percent software entities in relation to the export of IT services from international markets also showed a marginal increase despite the percentage of sales increased to 19.1 % from 15.7 % for the of the engineers / software professionals are located in India, specially designated STPs and also its operations in SEZ unit in fact that global markets continued to be affected by economic financial year ended 30th June 2009. which in turn requires continuous addition to specialized India under Section 10A and 10AA of the Income Tax Act, 1961. slowdown. computer systems and solutions. This offshore business model The increase in material and subcontracting cost was mainly due The effective tax rate for the Company worked out to 13.7 % in entails large investment in gross block. The Company 's increased Other Income to the execution of various turnkey projects in the Company's the financial year ended 30 June 2010 and 12.1 % in the financial focus on developing new products and upgrading the Company's Other income comprises of dividend income, interest income, gain on Defense & GIS business, where we provided end-to-end solutions year ended 30 June 2009. IP to enhance its value proposition to customers has led to buyback of FCCBs and other miscellaneous income. For the financial that required us to procure materials externally and also which increased investment in Research and Development centers in the Net Income after tax years ended 30 June 2010 and 30 June 2009, other income amounted to entailed outsourcing of services to third party vendors. The last three years. For the financial years ended 30th June, 2010 and 30th June, 2009, Rs. 279.28 million and Rs. 690.44 million respectively. Other income change in the level of material and subcontracting cost as a net income after tax and without considering one time gain of for financial year ended 30 June 2010 includes profit on account of percentage of sales was attributable to the change in the business Depreciation and amortisation expenses for the financial years FCCB buyback are Rs. 2,548.06 million and Rs. 2,688.05 million, repurchase of FCCB,s at a discount to the extent of Rs. 32.7 million as mix of solutions and services undertaken by the Company in the ended 30th June, 2010 and 30th June, 2009 were Rs. 2,679.10 respectively. This represents decrease of 5.2% in the year ended against Rs 250.3 million in FY 2008-09. The decrease in other income relevant periods, the provision of such solutions and services being million and Rs. 1,867.12 million. The Company added June 30, 2010 as compared to the Net Income after tax in the year was mainly due to larger one time gain on repurchase of FCCBs in FY dependent on the orders that the Company receives and the needs specialised computer systems and tools during the financial year ended 30th June 2009 which is predominantly on account of 2008-09 and also lower dividend and interest income consequent to of the Company in order to be able to execute those orders. ended 30th June 2010 to support its various solutions and increased depreciation and interest costs. Net income after tax utilizationof fundsforcapitalexpenditure. Employee Costs services in the domestic and export markets. Due to these represents 16.6% and 19.6 % of total revenue for the year ended Expenses Employee costs comprise salaries, wages, bonuses, provident fund additions depreciation and amortization expenses have gone up June 30, 2010 and June 30, 2009 respectively. The Company's expenditure principally consists of material and contributions and welfare expenses. by 43.5 % for the financial year ended June 30, 2010 as Share Capital subcontracting costs, employee costs, administrative and selling compared to the previous financial year. Depreciation charges As at 30 June 2010, the Company's authorised share capital was expenses, as well as financial and depreciation charges. Employee costs decreased the financial year ended 30th June, as a percentage of sales increased from 13.6 % in the financial 2010 to Rs. 4,993.63 million from Rs. 5,304.80 million in financial year ended 30th June, 2009 to 17.5 % in the financial year ended Rs. 2,500,000,000 (two and half billion rupees), comprising For the financial years ended 30th June, 2010 and 30th June, 2009, year ended 30th June, 2009. This represented a decrease of 5.9 % 30th June, 2010 . 250,000,000 (two hundred fifty million) equity shares of Rs.10 consolidated expenses amounted to Rs. 12,654.54 million and for the financial year ended 30th June, 2010, as compared to the each, of which 161,194,816 equity shares of Rs. 10 each, Rs. 11,085.82 million. This represented an increase of 14.2% for financial year ended 30th June, 2009. Interest Cost amounting to Rs. 1,611.95 million were issued and fully-paid. the financial year ended 30th June, 2010, as compared to the Interest cost reflects the interest payable by the Company on During the year a total of 188,201 shares amounting to Rs. 1.88 financial year ended 30th June, 2009. For the financial years ended The decrease in manpower costs was attributable to its borrowings. Interest cost for the financial years ended 30th million were issued to the employees on account of the exercise 30th June, 2010 and 30th June, 2009, consolidated expenses, as a rationalization & streamlining of the Company's human resources June, 2010 and 30th June, 2009 was Rs. 418.97 million and Rs. of stock options. The company did not have any preference percentage of sales were 82.6 % and 80.7 %, respectively. at its offices in India and internationally. 125.84 million respectively. Increase in interest expenses shares on its books as on 30 June 10 nor had issued any share during the year ended June 30, 2010 was on account of warrants except for stock options granted to employees under The table below shows the principal components of the Other Expenses additional borrowings availed in the year ended June 30, 2010 the Company's Employee Stock Option Plan (in line with the Company's costs for the periods indicated: Other expenses include electricity expenses, repairs and by way of external commercial borrowings and rupee term guidelines issued by SEBI). The details as required by SEBI maintenance, sales promotion expenses, legal and other loans for repurchase of FCCBs and to meet capital regulations in regard to grant of options are given in Annexure to 2009-10 2008-09 (Rs. In %to (Rs. In %to miscellaneous expenses. expenditure. the Directors' Report. The Company had in its books as on June Million) Sales Million) Sales 30, 2010, Foreign Currency Convertible Bonds (FCCBs) for US Material and Subcontracting Cost 2,920.18 19.1 2,149.80 15.7 In the financial years ended 30th June, 2010 and 30th June, 2009, Net Income before tax $ 96.69 million convertible into equity shares at a conversion Employee costs 4,993.63 32.6 5,304.80 38.6 other expenses amounted to Rs. 1,642.66 million and Rs. 1,638.26 Other Expenses 1,642.66 10.7 1,638.26 11.9 Profit before tax and without considering one time gain of FCCB price of Rs. 368.70 each. million respectively. This represented a marginal increase of 0.3 % Depreciation 2,679.10 17.5 1,867.12 13.6 buyback in the year ended June 30, 2010 decreased 4.5% to Interest Cost 418.97 2.7 125.84 0.9 for the financial year ended 30th June, 2010, as compared to the Rs.2,948.17 million as against Rs.3,082.52 million in the year Reserves & Surplus Total : 12,654.54 82.6 11,085.82 80.7 financial year ended 30th June, 2009. Other expense as a ended June 30, 2009. The decrease in Net Income before tax was Reserves & Surplus as on 30th June, 2010 was Rs. 14,479.25 million percentage of sales was at 10.7% in the financial year ended 30th mainly due to increased depreciation charges on increased capital as compared to Rs. 12,805.57 million as on 30th June, 2009. Material and Subcontracting Cost June, 2010 as compared to 11.9 % in the financial year ended 30th expenditure and enhanced interest cost on external commercial During the year an amount of Rs. 11.50 million was transferred to Material and subcontracting cost principally comprise of packaged June, 2009. The Company has been able to manage & control borrowings and rupee term loans availed for repurchase of FCCBs Share Premium account arising out of shares issued to employees software, software toolkits, hardware, peripherals, parts/spares and these costs within reasonable limits through focused efforts. and to meet capital expenditure. in exercise of stock options. An amount of Rs 366.75 million was
150 151 transferred to General Reserve from Profit and Loss Account. An Debts assets was attributable primarily to establishment of Research & which stood at Rs. 2,350.81 million as on 30th June, 2010 was in amount of Rs. 1,380.00 million was appropriated from General The company has in its books secured loans amounting to Development Centers and upgrading the Company's IP to enhance its line with current liabilities and provisions of Rs. 2,740.20 million Reserve to FCCB Redemption Reserve. Rs. 7,085.87 million representing 'External Commercial value proposition to customers and also on new integrated as on 30th June, 2009. Borrowings'/ Foreign Currency Loans of Rs. 4,652.62 million, development and sales & marketing facility in Gurgaon. The company An amount of Rs 335.86 million was debited to Securities Premium also made additional investment in SEZ unit on account of the fact that Consolidated Financial Results under International Financial Account towards redemption premium on FCCBs accrued till June 'Rupee Term Loans' of Rs. 1,000.00 million and also working the company's business model for exports is oriented towards an Reporting Standards (IFRS). 30, 2010. An amount of Rs 102.40 million was credited to capital borrowing of Rs. 1,433.25 million. The external offshore model. It is also imperative for the Company to continuously Securities Premium Account towards reversal of premium on buy commercial borrowing from Bank of India is secured by floating In compliance with the regulation of the London Stock Exchange add and upgrade its specialized computer systems and tools in order to back of FCCBs. Net of dividends and dividend tax, Rs. 8,395.39 charge on current assets of the Parent Company and from Union wherein Company's GDRs have been listed, the Company also support its various solutions and services in the domestic and export million was retained in the Profit & Loss account. Bank of India is secured by way of equitable mortgage on a specific prepared its consolidated accounts for the year ended June 30, 2010 fixed asset of the Parent Company. Foreign Currency TermLoan is market, particularly since such assets are production equipments for drawn under the International Financial Reporting Standards (IFRS), Investments secured by first hypothecation paripassu charge on current assets the Company for generation of revenue. The Company also makes it duly audited in accordance with International Standards on Auditing The Company's investment in liquid mutual funds was Rs. 550.97 of the Company. Rupee term loans are secured by floating charge necessary for substantial investment in specialized systems to render by M/s Grant Thornton, a leading International Accounting firm. million as on 30th June, 2010 as compared to Rs. 354.17 million as on the current assets of the Company. this workforce productive and also the Company's increased focus on on 30th June, 2009. The increase in investment was mainly on developingnewproduct. As per the consolidated accounts drawn under IFRS, the Company account of deployment surplus funds in Liquid Mutual Funds in The company has in its books unsecured loans amounting to recorded revenues of Rs. 15,326.70 million for the financial year line with the treasury policy of the Company. Rs. 5,501.66 million representing outstanding Foreign Currency Working Capital ended June 30, 2010, whilst the net profit after tax for the year was Convertible Bonds (FCCBs) US $ 96.69 million (Rs. 4,505.75 The Company's working capital (excluding cash and Bank Rs. 2,315.20 million. Cash Flow million) and the redemption premium on the bonds accrued till Balance) as at 30th June, 2010 and 30th June, 2009 was Rs. The following table sets out the Company's consolidated and 30th June, 2010 amounting to Rs. 995.90 million. 5,966.94 million and Rs. 4,620.16 million. The difference in the net profit as arrived under the Generally summarized cash flows for each of the periods indicated: Accepted Accounting Practices in India and net profit under IFRS The FCCBs were issued for US$ 150.0 million (Rs. 6,111.0 The Company's receivables as at 30th June, 2010 and 30th June, (Rs in Million) was Rs. 236.1 million which is mainly on account of variation in 2010 2009 million) by the Company in June 2007 and these Zero Coupon 2009 were Rs. 6,247.87 million and Rs. 5,950.95 million. The Bonds, if not converted, are redeemable in June 2012 at 139.391 Company 's projects in the domestic and overseas markets are the method of accounting for depreciation/amortisation Rs. 19.2 Cash inflow/(outflow) from operating activities 4,048.81 3,602.68 % of its principal amount. The company repurchased in June spread over a period of a year to three years with payments linked million, share based payments to employees (Rs. 82.5 million), Cash inflow/(outflow) from investment activities accounting for redemption premium and exchange fluctuations on (Including Acquisitions) (6,626.51) (6,401.80) 2009 FCCB's for US $ 38.31 million (Rs. 1,833.9 million) as per to individual milestones and /or completion of each project. FCCBs ( Rs. 266.1 million) and deferred taxation Rs. 93.3 million. Cash inflow/(outflow) from financing 1,705.44 1,576.58 guidelines issue by RBI. During the year In December 2009, the Depending on the nature and internal policies of the relevant Cash and cash equivalents at the end of year 503.50 1,375.76 Company repurchased a further US$ 15.0 million of FCCBs at a counter party, up to 20 per cent of the project value is held back as discount of 15.25% on the accreted value of these FCCBs of US$ a retention and is realised by the Company only after expiry of the Forward Looking Statement In the Company's report we have disclosed forward looking 17.8 million, resulting in a gain of US$ 2.8 million. In project warranty period. This process, together with the fact that information so that investors can better understand a company's Net cash inflow from operating activities for the financial years aggregate, we have repurchased US$ 53.3 million of FCCBs for the payment cycles of Government agencies tend generally to be ended 30th June, 2010 amounted to Rs. 4,048.81 million. This US$ 47.8 million at an average discount of 22.28% on the longer than those in the private sector, leads to an extended future prospects and make informed investment decisions. This represents an increase of 12.4% for the financial year ended 30th accreted value of these FCCBs of US$ 61.5 million, resulting in receivables cycle. Despite the above and due to the focused effort annual report and other written and oral statements that we June, 2010, as compared to the financial year ended 30th June, 2009. an overall gain of US$ 13.7 million. through strong receivable management, the length of the make from time to time contain such forward looking statements Company's receivables cycle was improved at 149 days in the that set out anticipated results based on management's plans and Net cash outflow from investment activities for the financial year With these repurchase FCCB,s for US$ 96.69 million financial year ended 30th June, 2010 as against 156 days in the assumptions. We have tried wherever possible to identify such ended 30th June, 2010 amounted to Rs. 6,626.51 million as (Rs. 4,505.75 million) remain outstanding as on 30th June 2010. financial year ended 30th June, 2009. statements by using words such as ' anticipate', 'estimate', compared to Rs 6,401.80 million for the financial year ended These bonds carry zero coupon till redemption. As per 'expects', 'projects', 'intends', 'plans', 'believes', and words and 30th June, 2009. This represents utilization of funds for Capital Accounting Standards there is no need to provide for the premium Inventories as at 30th June, 2010 and 30th June, 2009 were Rs. 38.77 terms of similar substance in connection with any discussion of expenditure, acquisitions and investment in liquid mutual funds. payable at redemption, since it is only contingent on repayment million and Rs. 104.52 million. Due to better inventory future operating or financial performance. We cannot guarantee and not payable if FCCBs are converted into equity shares. management, judicial sales mix and smoother coordination with Net cash inflow from financing activities for the financial year that any forward-looking statement will be realized, although However, as a matter of prudence, the Company has provided for partners worldwide, the company has been able to optimize the ended 30th June, 2010, amounted to Rs. 1,705.44 million we believe we have been prudent in our plans and assumptions. the same out of securities premium account as permitted under inventory holding by reducing from 3 days of sales in the financial which included an inflow Rs 13.34 million from issue of new Achievement of future results is subject to risks, uncertainties Indian regulations. year ended 30th June, 2009 to 1 day in the financial year ended 30th and inaccurate assumptions. Should known or unknown risks or shares out of ESOP Grants. External commercial borrowings, June, 2010. uncertainties materialize, or should underlying assumptions foreign currency loan and rupee term loan from various banks Capital Expenditure accounted for an inflow of Rs. 3,316.90 million. The outflow The Company's capital expenditure incurred during the financial years Loans and advances were Rs. 1,834.10 million as on June 30, 2010 prove inaccurate, actual results could vary materially from those on account of payment of dividends, including dividend tax ended 30th June, 2010 amounted to Rs. 4,748.00 million towards as against Rs. 1,168.71 million in June 2009. These are considered anticipated, estimated or projected. Investors should bear this in amounted to Rs 573.20 million in the year ended 30th June, buildings, computer plant and machinery, other equipments and necessary to carry out normal business transactions. mind as they consider forward-looking statements. We 2010. The outflow towards the repurchase of FCCB,s was furniture and Rs.1,898.6 million towards acquisitions /intangibles undertake no obligation to publicly update any forward-looking Current Liabilities and provisions consist of sundry creditors; Rs 701.36 million and Interest payment was Rs. 350.27 including software and for 30th June 2009 the same were Rs. 7,638.60 statements, whether as a result of new information, future events million for the year ended 30th June, 2010. million and Rs. 1,429.98 million respectively. The purchase of fixed liability for proposed dividends, provision for income tax etc or otherwise.
152 153 Directors Profile
Mr. Kamal K. Singh Director of Rolta since the Company's inception. His other various top positions during his 38 years of experience in Mr. A. P.Singh - Joint Managing Director Promoter, Chairman and Managing Director directorships include Haldyn Glass Ltd., KJMC Financial Banks; including 3 years as Chairman & Managing Director in Mr. A. P. Singh has been with the Company for over 27 Mr. Singh is the founder Chairman of the Rolta group of Services Ltd., Eastern Medikit Ltd., Golden Tobacco Ltd., IVP Corporation Bank, Mangalore & SIDBI, Delhi / Lucknow; 3 years and was appointed as Joint Managing Director in companies. He is a first-generation entrepreneur and Ltd. and Golden Realty & Infrastructure Ltd. years as Executive Director in Oriental Bank of Commerce and April 2007. His academic qualifications include Bachelors promoted the Rolta group in the 1970s. He is recognised as a 31 years as General Manager, Central Bank of India, Mumbai; of Technology from IIT, MBA in Marketing and a Diploma pioneer in the CAD/CAM/GIS field in India and has over 40 Mr. K. R. Modi - Director his last assignment being as a Whole TimeMember in SEBI, for in Industrial Management from Delhi University. He has years' experience in all aspects of corporate management Mr. Modi is an advocate and solicitor by profession with over 32 about a year. Mr. V.K. Chopra is a Director in Dewan Housing over 36 years of experience and has worked with Siemens, including finance, technology and international business. Mr. years' experience. His academic qualifications include a Finance Corporation Ltd., FCH Centrum Direct Ltd., RFCL IBM and Metalbox in the past. Mr. A P Singh's other Singh is a Mechanical Engineer with a Master in Business Bachelors degree in Arts and Law. He is a senior partner with Ltd., Pantaloon Retails India Ltd., Havells India Ltd., Future directorships include Rolta International Inc, Rolta Saudi Administration. Mr. Singh's tenure as the Company's Kanga and Co., Advocates and Solicitors, who also acts as the Finance Ltd., Pegasus Asset Reconstruction Pvt. Ltd., Religare Arabia Ltd, Rolta Benelux BV, Rolta Deutschland GmbH, Managing Director contractually ends on 30th June 2012. Company's legal advisor. Mr. Modi has been a Director of Rolta India Asset Management Co. Ltd., SIDBI Venture Capital Ltd., since 1989. Mr. Modi is also a Director of Alok Industries Ltd. Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta Mr. Singh's other directorships include Rolta International Inc, MetLife Insurance India Ltd., Reliance Capital Pension Fund Canada Limited, Rolta TUSC Inc., Shaw Rolta Limited and Rolta Saudi Arabia Ltd, Rolta Benelux BV, Rolta Deutschland Lt. Gen. J. S. Dhillon (Retd.) - Director Ltd., Milestone Capital Advisors Ltd., Jaiprakash Associates Rolta Thales Limited. His tenure as Joint Managing GmbH, Rolta Middle East FZ-LLC, Rolta UK Limited, Rolta Lt. Gen. J. S. Dhillon (Retd.) is a former Master General Ltd., Future Capital Financial Services Ltd. and Capstone Director contractually ends on 31st March 2012. Canada Limited, Rolta Limited, Rolta Resources Pvt. Ltd, Rolta Ordnance (MGO) of the Indian Army, from which he retired in Capital Financial Services Pvt. Ltd. Properties Pvt. Ltd., Rolta Power Limited, Rolta Infrastructure 2001. He holds a Master of Arts degree in Defence Studies and Mr. Ben Eazzetta - Director & President International Operations Dr Aditya K. Singh - Director & Technology Services Limited, Rolta Infotech Ltd (UK), was awarded the Param Vishishtha Seva Medal and the Yuddha Mr. Ben Eazzetta is President International Operations and holds a Dr. Aditya K. Singh was appointed as a Joint Managing Director Rolta Infotech Ltd (Hong Kong), Rolta Infotech (US) Inc, Seva Medal for his outstanding service in the Indian Armed Bachelor's degree in nuclear engineering & a Master's degree in of the Company in September 2004. As he was fully engaged in Rolta Infotech (NY) LLC., Rolta Shares & Stocks Pvt. Ltd., Forces. He is also the Managing Director of Millicent Motors Ltd Mechanical Engineering from Georgia Tech.Prior to joining Rolta an Associate Company, he stepped down from the post of Joint Rolta Holding & Finance Corporation Limited, Rolta TUSC and Director in TataAdvance Materials Ltd. and Agilyst Pvt. Ltd. Mr. Ben Eazzetta was President, Security, Government & Managing Director of the Company w.e.f. 1st February, 2010. Inc. (USA), Shaw Rolta Limited and Rolta Thales Limited. Infrastructure Division of Intergraph Corporation. Prior to his Mr. Behari Lal - Director However, he continues to hold the position of Director of the taking over as President of SG&I, he was the COO of Intergraph's Mr. Singh is the Honorary Consul-General of Ukraine in Mumbai Mr. Behari Lal is a former member of the Income Tax company. Dr. Singh holds a Masters Degree in Commerce and process, power and marine division and prior to that he was with for the territory of certain Indian States. He is also an Executive Appellate Tribunaland is experienced in income tax and legal Business Administration and a Doctorate Degree in International Exxon for 12 years with extensive experience in plant economics, Committee member of FICCI, ASSOCHAM and other premier matters. His academic qualifications include a Bachelors Marketing from the University of Mumbai. improvement programmes, technical initiatives, refinery trade organisations. He is a member of the Board of Governors of degree in Arts and Law. Mr. Behari Lal has over 37 years of His other directorships include Rolta Ltd., Rolta Holding and operations and maintenance. He also holds three patents for IIT, Indore. He is also a member of the Board of Governors of experience in the legal field. Mr. Behari Lal is not a director in Finance Corporation Ltd, Rolta Shares and Stocks Pvt. Ltd, Collaborative Engineering Design and Procurement technology. NITIE. He is the President of the "Association of Geospatial any other company. Rolta Power Limited, Rolta Infrastructure & Technology Industries". He has also served on the Board of Punjab National His other directorships include Open Geospatial Forum (Non- Services Limited, Rolta Infotech Ltd (UK), Rolta Infotech Ltd Bank, one of the leading Indian Banks. He has received numerous Mr. V.K. Agarwala - Director Profit), Rolta International Inc, Rolta Saudi Arabia Ltd, Rolta Mr. V. K. Agarwala has experience in various businesses, (Hong Kong), Rolta Infotech (US) Inc., Rolta Infotech (NY) industry honours like the "The Best IT Man of the Year2005" award BeneluxBV,RoltaDeutschlandGmbH,RoltaMiddleEastFZ-LLC, especially in the field of exports. Mr. Agarwala's academic LLC, and Kkarma Holding Pvt. Ltd. He is also a partner in by the Foundation of Indian Industry & Economists, the "Oceantex Rolta UK Limited, Rolta Canada Limited, Rolta TUSC Inc., He is qualifications include a Masters degree in Arts, a degree in law Aditya Investment & Finance Corporation. 2006 Leadership & Excellence" award for Technology Service alsoAdvisorinAdvisorMarlinWOIFStrategies(Non-profit). and a Diploma in Business Management. Mr. Agarwala is a Provider, the "Amity Leadership 2007" award, the "Glory of India" Mr. Atul Dev Tayal - Joint Managing Director member of the managing committee of The All India Exporters' Mr. Hiranya Ashar - Director Finance & Chief Financial Officer award by the Institute of Economic Studies and the "2007 IMM Mr. Atul Tayal has been with Rolta for 24 years and has served Chamber. Mr. Agarwala has over 36 years of experience in Mr. Hiranya Ashar is Director-Finance and Chief Financial Award for Excellence as Top CEO" by the Institute of Marketing in various managerial capacities in the IT industry. Mr. Tayal's corporate management and is a director in Prakriti Exports Pvt. Officer of the Company. He is a Commerce Graduate and an Management. He has recently been bestowed the "Lifetime corporate management experience includes marketing, Ltd, Shanker Kapda Niryat Pvt. Ltd. and Carreman Fabrics India Associate Member of The Institute of Chartered Accountants Achievement Award" by the august hands of the Honorable Vice technology and international business. Prior to his Ltd., Partner as Karta of HUF namelyV&KAssociates and also a PresidentofIndia,atMapWorld2009. of India. He has over 13 years of experience in managing Governing Council in ICL Education Society. appointment on the Board, he was the Executive Director - corporate finance, project management, financial planning and Mr. R. R. Kumar - Director Sales of the Company. His academic qualifications include a Mr. Kumar is the former Chairman and Managing Director of Mr. V.K. Chopra - Director Bachelors degree in Commerce and an MBA. He is Director in analysis, funds raising, taxation, audit and investor relations. Union Bank of India and has over 42 years' experience in Mr. V. K. Chopra is a Commerce Graduate from Shriram charge of Shaw Rolta Limited and Managing Director of Rolta He is a Director in Rolta Thales Limited. His tenure as banking and finance. His academic qualifications include a College of Commerce, New Delhi and a Fellow Member of Thales Limited. His tenure as Joint Managing Director Director- Finance and Chief Financial Officer ends on 31st Bachelors degree in Arts and also in Law. He has been a The Institute of Chartered Accountants of India. He has held contractually ends on 16th February 2012. October 2012.
154 155 Board of Directors Global Management Team
Mr. Santhosh George Mr. Satinath Sarkar President - S/W Devpt. & Consulting Sr VP - GIS Product Devpt, Canada
Dr. Aditya K Singh Mr. Shafik Jiwani Dr. S R Bhot Director Exec. VP - GIS BD, Canada Group Director - Domestic IT
Mr. K K Singh Chairman & Managing Director Mr. John Sasser Mr. Mark Woelke President - Middle East & Africa Sr VP- Finance - CFO - Intl. Ops., US
Mr. Bradley Brown Mr. Donald Davis Exec. VP CTO - Rolta TUSC, US Sr. VP - EPM & BI, US
Mr. Ben Eazzetta Director & President, International Operations
Mr. Tim Mahoney Mr. Vinay K Sawarkar President - Europe Group Director - ERP, IT & HR
Mr. K R Modi Mr. Vivek Bhasin Mr. Aloke Chakrabarti Independent Director Head, BD IT Group Director - Administration
Mr. R R Kumar Independent Director Mr. A P Singh Jt. Managing Director Mr. Matthew Vranicar Mr. Anthony Catalano President - Rolta TUSC, US Sr. VP & COO - Rolta TUSC, US
Lt Gen P P S Bhandari (Retd.) Mr. John Halsema Group Director - Defense, GIS & President RTL Sr. VP Homeland Sec & Pub Safety, US
Mr. Behari Lal Independent Director
Mr. V K Agarwala Independent Director Mr. Blane Schertz Mr. S K Shirguppi Mr. Atul D Tayal Exec. VP - GIS, US Group Director - Engg. Sales Jt. Managing Director
Mr. Eli Wawi Mr. Robert Winslow Britton President - SWRL Group Director - GIS
Mr. V K Chopra Independent Director Mr. Jack T Leahey Mr. Mike Butler Exec. VP - Engg., US Sr. VP - Rolta TUSC, US Lt Gen J S Dhillon (Retd.) Independent Director Mr. Hiranya Ashar Director, Finance & CFO
156 157 Global Management Team Global Management Team
Mr. Mario Desiderio Dr. Ashok Kaushal Mr. Chandrakant Naik Mr. Kiran Arun Kulkarni Sr. VP EPM, BI & Fin. Ser. Rolta TUSC, US Sr. Divisional Director - GIS S/W Products Divisional Director (Project) - SWRL Divisional Director- IT Services
Mr. Tariq Farooqui Mr. M K Govind Mr. Rupam Kiritkumar Vakil Mr. A O Joseph Sr. Divisional Director - IT Sales Divisional Director - Corp. Marketing Divisional Director - Engg. Sales Divisional Director - HR
Mr. Karl Seil Mr. Tejinder P Vohra Mr. Richard Martin Mr. Somasundaram C Group Director- Engg. & Design Services VP- GIS, US VP - Engg. BD, US Divisional Director (Piping) - SWRL
Maj Gen Kunal Mukherjee (Retd.) Mr. Mike Cochran Mr. Inder Jit Chhabra Mr. Richard Bevis Sr. Divisional Director - Defense Sales VP -EPM, Rolta TUSC, US Divisional Director- Engg. & Design Services Divisional Director - QA & S/W Products
Mr. Chris Cirillo Mr. Louis Remedios Mr. S G Mukund Mr. Pramod Kumar Sinha Sr. VP GIS, US Divisional Director- GIS Services Divisional Director - Domestic Sales Divisional Director (Project Mgmt) - SWRL
Mr. Sandeep N Ohri Dr. C D Murthy Dr. Pramod Kumar Singh Mr. Kamlesh K Mehta Sr. Divisional Director - GIS & Defense Divisional Director- GIS & PG Services Divisional Director - BI Services Divisional Director - Finance & MIS
Mr. Laxmidhar V Gaopande Mr. Ed Pascua Mr. David deBoisblanc Dr. C R Bannur Group Director - GIS S/W Products VP - IT Sales, US VPSouth, West & Federal - Rolta TUSC , US Divisional Director - Govt. & Infra Solutions
Mr. Ravindra N Kondekar Mr. Roger Baroutjian Mr. Dineshkumar Kapadia Mr. Anindya Chatterjee Sr. Divisional Director - GIS S/W Products VP - Engg Sales, Middle East Divisional Director - Finance & Taxation Divisional Director - OneView
Mr. Parveen Malhotra Mr. R K Varma Mr. Rajbir Singh Rathi Mr. Umesh Kumar Panthula Group Director - IT Services Divisional Director - Admin. & Infrastructure Divisional Director - GIS & Defense Divisional Director - GIS
Mr. Sateesh Dasari Mr. Sushil Dattatray Kulkarni Mr. Ashis Kumar Basu Mr. Sanjay Shyam Bellara Sr. Divisional Director - QA & S/W Products Divisional Director- Engg. & Design Services Divisional Director- Engg. & Design Services Divisional Director - S/W Products
Mr. A C Suresh Babu Mr. Reida Elwannas Mr. Eric Noelke Mr. Ashok Kumar Gakhar Director - (Engg.), SWRL VP - GIS Sales, Middle East VP Sales Midwest & East, Rolta TUSC, US Divisional Director - HLS & Comns
Mr. Roopesh R. Nair Mr. Eric Camplin Mr. Ravindra Kala Mr. Amit Chakraborty Sr. Divisional Director - S/W Products VP - OneView BD, US Divisional Director - Finance Divisional Director - HLS S/W Devpt.
158154 159 CENTRAL AND REGISTERED OFFICE Rolta Benelux BV North Rolta Tower A, Jupiterstraat 96, Building Pluspoint Nr. 2, Delhi NCR Rolta Technology Park, 2132 HE, Hoofddorp, Postbus 190, 2130 AD Hoofddorp, Rolta Technology Park, MIDC, Andheri (East), Mumbai - 400 093. Netherlands. Plot #187, Phase I, Tel : +91 (22) 2926 6666, 3087 6543 Tel : +31 (23) 557 1916 Udyog Vihar, Fax : +91 (22) 2836 5992 Gurgaon - 122 016. Email : [email protected] Rolta Middle East FZ-LLC Tel : +91 (124) 439 7000 Office No. 209-211, Building No. 9, P.O. Box 500106, Chandigarh CORPORATE OFFICE Dubai Internet City, Dubai, SCO - 840, 2nd Floor, 21st Floor, Maker Tower F, United Arab Emirates. Shivalik Enclave, Cuffe Parade, Mumbai - 400 005. Tel : +971 (4) 391 5212 NAC, Manimajra, Tel : +91 (22) 2215 3984 Chandigarh - 160 101. Fax : +91 (22) 2215 3994 Rolta Saudi Arabia Ltd. Tel : +91 (172) 273 0254 / 3728 Al-Sulay Area, P.O. Box 68371, Dehradun 2nd Floor, Raj Plaza, JOINT VENTURE COMPANIES Riyadh 11527, Kingdom of Saudi Arabia. 75, Rajpur Road, Shaw Rolta Ltd. Tel : +966 (1) 242 1212 Dehradun - 248 001. Rolta Tower C, Rolta Technology Park, Tel : +91 (135) 274 2474 MIDC, Andheri (East), Mumbai - 400 093. South INDIAN OFFICES Tel : +91 (22) 3087 8000 Chennai West Century Plaza, 6th Floor, 561 / 562 Mount Road, Rolta Thales Ltd. Mumbai Chennai - 600 018. Rolta Tower C, Rolta Technology Park, Rolta Tower A, Tel : +91 (44) 2432 9107, 2434 9634 MIDC, Andheri (East), Rolta Technology Park, Mumbai - 400 093. MIDC, Andheri (East), Tel : +91 (22) 2926 6666, 3087 6543 Bangalore Mumbai - 400 093. Mittal Towers, Tel :+91 (22) 2926 6666, 3087 6543 'C' Wing, 8th Floor, 47 / 6, M. G. Road, Pune Bangalore - 560 001. OVERSEAS SUBSIDIARIES 101, Mantri House, Tel : +91 (80) 2558 1614 / 1623 929, Fergusson College Road, Rolta International Inc. Pune - 411 004. Rolta Center, Hyderabad Tel : +91 (20) 2565 3772, 2567 8372 5865 North Point Parkway, 105, 1st Floor, Golden Edifice, Alpharetta, GA 30022, USA. Vadodara 6-3-639, Khairatabad, Tel : +1 (678) 942 5000 303 / 304 Concorde, 3rd Floor, Hyderabad - 500 004. R. C. Dutt Road, Alkapuri, Tel : +91 (40) 2330 6806, 2339 1083 Rolta Tusc Inc. Vadodara - 390 005. 333 E. Butterfield Road, Suite 100, Lombard, Tel : +91 (265) 235 2612, 232 2949 IL 60148, USA. Tel : +1 (630) 960 2909 Gandhinagar Plot No. 565 / 1, Sector 8 C, BANKS Gandhinagar - 382 008. Union Bank of India Rolta Tusc Inc. Tel : +91 (79) 2324 1322 Bank of India SOA Center of Excellence Central Bank of India 215 Union Blvd., Bhopal Suite 400, Lakewood, Denver, 2nd Floor, Harrison House, CO 80228, USA. 6 Malviya Nagar, Raj Bhavan Road, SOLICITORS Tel : +1 (303) 985 2213 Bhopal - 462 003. Kanga & Co.
Rolta Canada Ltd. East 80 Whitehall Drive, Suite #3, STATUTORY AUDITORS Kolkata Markham, Ontario L3R 0P3, Khandelwal Jain & Co. Canada. 501, Lords, 5th Floor, Tel : +1 (905) 754 8100 7/1 Lord Sinha Road, Kolkata - 700 071. Tel : +91 (33) 2282 5756 / 7092 IFRS AUDITORS Rolta UK Ltd. Grant Thronton Suite No. 2, 100 Longwater Avenue, Bhubaneshwar Green Park, Reading, RG2 6GP, 47, Madhusudan Nagar, United Kingdom. Bhubaneshwar - 751 001. Tel : +44 (1189) 450 011 COMPANY SECRETARY Tel : +91 (674) 239 0190 Dharmesh Desai
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