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Rolta India Ltd.

BSE: 500366 Sector: IT
NSE: ROLTA ISIN Code: INE293A01013
BSE LIVE 15:59 | 18 Dec 53.75 -0.60
(-1.10%)
OPEN

54.00

HIGH

55.00

LOW

52.20

NSE 15:29 | 18 Dec 53.75 -0.45
(-0.83%)
OPEN

54.35

HIGH

54.75

LOW

52.00

OPEN 54.00
PREVIOUS CLOSE 54.35
VOLUME 213806
52-Week high 71.40
52-Week low 50.25
P/E 2.14
Mkt Cap.(Rs cr) 886
Buy Price 53.75
Buy Qty 352.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.00
CLOSE 54.35
VOLUME 213806
52-Week high 71.40
52-Week low 50.25
P/E 2.14
Mkt Cap.(Rs cr) 886
Buy Price 53.75
Buy Qty 352.00
Sell Price 0.00
Sell Qty 0.00

Rolta India Ltd. (ROLTA) - Auditors Report

Company auditors report

Independent Auditors' Report

on the Abridged Standalone Ind AS Financial Statements

To the Members of

Rolta India Limited

1. The accompanying abridged standalone financial statements which comprise theabridged Balance Sheet as at 31st March 2017 the abridged Statements of Profit and Loss(including other comprehensive income) the abridged Cash Flow Statement and the abridgedstatement of the changes in equity for the year ended and related notes are derived fromthe audited standalone Ind AS financial statements of Rolta India Limited ("theCompany") for the year ended 31st March 2017. We had expressed an unmodified auditopinion on those Ind AS financial statements in our report dated 30th May 2017.

2. The abridged Ind AS financial statements do not contain all the disclosures requiredby the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Companies Act 2013 ("the Act")read with Rule 7 of the Companies (Accounts) Rules 2014 (as amended) applied in thepreparation of the audited standalone Ind AS financial statements of the Company. Readingthe abridged standalone Ind AS financial statements therefore is not a substitute forreading the audited standalone Ind AS financial statements of the Company.

Management's responsibility for the abridged Ind AS financial statements

3. The Company's Board of Directors is responsible for the preparation of a summary ofthe audited standalone Ind AS financial statements in accordance with section 136(1) ofthe Act read with rule 10 of the Companies (Accounts) Rules 2014 (as amended) which arederived from the audited standalone Ind AS financial statements for the year ended 31stMarch 2017 prepared in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014 (as amended).

Auditor's responsibility

4. Our responsibility is to express an opinion on the abridged standalone Ind ASfinancial statements based on our procedures which were conducted in accordance withStandard on Auditing (SA) 810 "Engagements to Report on Summary FinancialStatements" issued by the Institute of Chartered Accountants of India.

Opinion

5. In our opinion the abridged standalone Ind AS financial statements derived from theaudited standalone financial statements of the Company as at and for the year ended 31stMarch 2017 are a fair summary of those financial statements in accordance with thesection 136(1) of the Act read with rule 10 of the Companies (Accounts) Rules 2014 (asamended).

Independent Auditors' Report

To the Members of

Rolta India Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Rolta IndiaLimited ('the Company') which comprise the Balance sheet as at March 31 2017 theStatement of Profit and Loss (including other comprehensive income) the Statement of CashFlows and the Statement of changes in equity for the year then ended and a Summary of thesignificant accounting policies and other explanatory information (herein after referredto as "standalone Ind AS financial statements"). Management's Responsibility forthe Standalone Financial Statements The Company's Board of Directors is responsible forthe matters stated in Section 134(5) of the Companies Act 2013 ("the Act") withrespect to the preparation of these standalone Ind AS financial statements that give atrue and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issuedthereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at March 31 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure "A" a statement on the matters specified in the paragraph 3 and4 of the order.

2. As required by Section 143(3) of the Act we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the Balance sheet the Statement of Profit and Loss the Statement of Cash Flowsand the Statement of changes in equity dealt with by this Report are in agreement with thebooks of account;

(d) in our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with relevant ruleissued thereunder;

(e) on the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) ofthe Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure "B"; and

(g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. there has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; and

ii. the Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 8 2016 to December 30 2016 and these are in accordance with the books ofaccounts maintained by the Company (refer Note 9 to the standalone Ind AS financialstatements).

For N.M. Raiji & Co.
Chartered Accountants
Firm Registration No.: 108296W
Place: Mumbai Date: 30 May 2017 Vinay D. Balse Partner Membership No.: 39434

Annexure to Auditors' Report

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF ROLTA INDIA LIMITED

(Referred to in Paragraph 1 under the heading of "Report on Other

Legal and Regulatory Requirements" of our report of even date)

We report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of the Orderis not applicable to the Company.

(iii) The Company has granted interest free unsecured loans to its two wholly ownedsubsidiary companies covered in the register maintained under section 189 of the CompaniesAct 2013 ('the Act').

(a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the Subsidiaries listed in the register maintained under Section189 of the Act were not prima facie prejudicial to the interest of the Company

(b) In the case of the loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the payment ofthe principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporatelisted in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made. Further the company is exempt from section 186 exceptsub section 1 accordingly the provision of clause 3(iv) of the order relating to section186 except sub section 1 is not applicable.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income-taxsales tax value added tax duty of customs service tax cess and other materialstatutory dues have not been regularly deposited during the year by the Company with theappropriate authorities and there have been significant delays in a large number of cases.

(b) Further undisputed amounts payable in respect thereof were outstanding at theyear-end for a period of more than six months from the date they become payable

Particulars Amount Period of Default
Interest on DDT ' 1.47 crore 15 months

(c) There are no dues in respect of income-tax sales tax service tax duty ofcustoms duty of excise and value added tax that have not been deposited with theappropriate authorities on account of any dispute.

(viii) There are no loans or borrowings payable to financial institutions or governmentand no dues payable to debenture-holders. The Company has defaulted in repayment ofloans/borrowings to the following banks:

Name of the bank Amount of default as on March 31 2017 ($) Period of default Remarks
Union Bank of India Bank of Baroda Bank of India 50 million 26th March 2017 - till date Continuing Default

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion and according to the information andexplanations given to us the term loan has been applied for the purpose for which it wasobtained.

(x) In our opinion no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause (xii) of paragraph 3 of the Order isnot applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usall transactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 and corresponding details have been disclosed in the financialstatements as required by the applicable accounting standards.

(xiv) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year. Accordingly requirement under clause (xiv)of paragraph 3 of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into non-cash transactions with its directors or persons connectedwith him and hence provisions of section 192 of the Act are not applicable. Accordinglyrequirement under clause (xv) of paragraph 3 of the Order is not applicable to theCompany.

(xvi) To the best of our knowledge and belief the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For N.M. Raiji & Co.
Chartered Accountants
Firm Registration No.: 108296W
ML
yt
Place: Mumbai Vinay D. Balse
Date: 30 May 2017 Partner
Membership No.: 39434

Annexure to Auditors' Report

ANNEXURE - B TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Rolta IndiaLimited ("the Company") as of March 31 2017 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI').

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For N.M. Raiji & Co. Chartered Accountants Firm Registration No.: 108296W

Vinay D. Balse Partner

Membership No.: 39434

Place: Mumbai Date: 30 May 2017

Rolta India Limited