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Rolta India Ltd.

BSE: 500366 Sector: IT
NSE: ROLTA ISIN Code: INE293A01013
BSE LIVE 15:42 | 16 Aug 54.95 1.35
(2.52%)
OPEN

54.30

HIGH

57.90

LOW

54.30

NSE 15:54 | 16 Aug 54.75 1.25
(2.34%)
OPEN

54.80

HIGH

55.90

LOW

54.30

OPEN 54.30
PREVIOUS CLOSE 53.60
VOLUME 165425
52-Week high 74.30
52-Week low 48.10
P/E 1.41
Mkt Cap.(Rs cr) 906
Buy Price 0.00
Buy Qty 0.00
Sell Price 54.95
Sell Qty 71.00
OPEN 54.30
CLOSE 53.60
VOLUME 165425
52-Week high 74.30
52-Week low 48.10
P/E 1.41
Mkt Cap.(Rs cr) 906
Buy Price 0.00
Buy Qty 0.00
Sell Price 54.95
Sell Qty 71.00

Rolta India Ltd. (ROLTA) - Auditors Report

Company auditors report

To the Members of

Rolta India Limited

1. The accompanying abridged standalone financial statements which comprise theabridged Balance Sheet as at 31 March 2016 the abridged Statement of Profit and loss andthe abridged Cash Flow Statement for the year then ended and related notes are derivedfrom the audited standalone financial statements of Rolta India Limited ("theCompany") for the year ended 31 March 2016. We had expressed an unmodified auditopinion on those financial statements in our report dated 30 May 2016.

2. The abridged financial statements do not contain all the disclosures required by theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Companies Act

2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules 2014(as amended) applied in the preparation of the audited standalone financial statements ofthe Company. Reading the abridged standalone financial statements therefore is not asubstitute for reading the audited standalone financial statements of the Company.

Management's responsibility for the abridged financial statements

3. The Company's Board of Directors is responsible for the preparation of a summary ofthe audited standalone financial statements in accordance with section 136(1) of the Actread with rule 10 of the Companies (Accounts) Rules 2014 (as amended) which are derivedfrom the audited standalone financial statements for the year ended 31 March 2016prepared in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014 (as amended).

Auditor's responsibility

4. Our responsibility is to express an opinion on the abridged standalone financialstatements based on our procedures which were conducted in accordance with Standard onAuditing (SA) 810 "Engagements to Report on Summary Financial Statements"issued by the Institute of Chartered Accountants of India.

Opinion

5. In our opinion the abridged standalone financial statements derived from theaudited standalone financial statements of the Company as at and for the year ended 31March 2016 are a fair summary of those financial statements in accordance with section136(1) of the Act read with rule 10 of the Companies (Accounts) Rules 2014 (as amended).

For Walker Chandiok & Co LLP For N.M. Raiji & Co.
(Formerly Walker Chandiok & Co) Chartered Accountants
Chartered Accountants Firm's Registration No.: 108296W
Firm's Registration No.: 001076N/N500013
per Khushroo B. Panthaky per Vinay D. Balse
Partner Partner
Membership No.: 42423 Membership No.: 39434
Place: Mumbai Place: Mumbai
Date: 30 May 2016 Date: 30 May 2016

Independent Auditors’ Report

To the Members of Rolta India Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Rolta IndiaLimited ("the Company") which comprise the Balance Sheet as at 31 March2016 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles getnerally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act; safeguarding the assetsof the Company; preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. 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.

5. 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 financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. 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 I a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure I as required by Section 143(3) of the Act wereport that:

a. we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 standalone financial statements dealt with by this report are in agreement withthe books of account;

d. in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31March 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 30 May 2016 as per Annexure II expressed a unqualified opinion.

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. the Company does not have any pending litigations which would impact its standalonefinancial position

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company

For Walker Chandiok & Co LLP For N.M. Raiji & Co.
(Formerly Walker Chandiok & Co) Chartered Accountants
Chartered Accountants Firm's Registration No.: 108296W
Firm's Registration No.: 001076N/N500013
per Khushroo B. Panthaky per Vinay D. Balse
Partner Partner
Membership No.: 42423 Membership No.: 39434
Place: Mumbai Place: Mumbai
Date: 30 May 2016 Date: 30 May 2016

Annexure to Auditors’ Report

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

(b) The fixed assets have been physically verified by the management during the yearand no material discrepancies were noticed on such verification. In our opinion thefrequency of verification of the fixed assets is reasonable having regard to the size ofthe Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head'fixed assets') are held in the name of the Company.

(ii) The Company does not have any inventory. Accordingly the provisions of clause3(ii) of the Order are not applicable.

(iii) The Company has granted interest free unsecured loans to 2 wholly ownedsubsidiary companies covered in the register maintained under Section 189 of the Act; andwith respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not primafacie prejudicial to the company's interest.

(b) the schedule of repayment of principal has been stipulated wherein the principalamounts are repayable on demand and since the repayment of such loans has not beendemanded in our opinion repayment of the principal amount is regular

(c) there is no overdue amount in respect of loans granted to such companies.

(iv) In our opinion the company has complied with the provisions of section 185 and186(1) of the Act. Further the company is exempt from section 186 except sub section 1accordingly the provision of clause 3(iv) of the order relating to section 186 except subsection 1 is not applicable.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products/ services.Accordingly the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other material statutory dues as applicable have not been regularlydeposited to the appropriate authorities and there have been significant delays in a largenumber of cases. Further no undisputed amounts payable in respect thereof wereoutstanding at the year-end for a period of more than six months from the date they becomepayable.

(b) 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 31st March 2016 (Rs.)

Period of default Remarks
Participating banks:
Bank of India New York Branch Bank of India Singapore Branch Bank of Baroda Union Bank of India 232.17 Crore 27th March 2016 - till date Continuing default

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). The Company did not raise any term loan during theyear. Accordingly provisions of clauses 3(ix) of the Order are not applicable to theCompany.

(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 the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the company has not entered into any noncash transactions with thedirectors or persons connected with them covered under Section 192 of the Act.

(xvi) The company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Walker Chandiok & Co LLP For N.M. Raiji & Co.
(Formerly Walker Chandiok & Co) Chartered Accountants
Chartered Accountants Firm's Registration No.: 108296W
Firm's Registration No.: 001076N/N500013
per Khushroo B. Panthaky per Vinay D. Balse
Partner Partner
Membership No.: 42423 Membership No.: 39434
Place: Mumbai Place: Mumbai
Date: 30 May 2016 Date: 30 May 2016

Annexure to Auditors’ Report

Annexure II

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of Rolta IndiaLimited ("the Company") as of and for the year ended 31 March 2016 we haveaudited the internal financial controls over financial reporting (IFCoFR) of the companyas of that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the criteria established by the Company consideringthe essential components of internal control as stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (the "Guidance Note")issued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of thecompany's business including adherence to company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of IFCoFR and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate IFCoFR wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2016 based on the 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).

For Walker Chandiok & Co LLP For N.M. Raiji & Co.
(Formerly Walker Chandiok & Co) Chartered Accountants
Chartered Accountants Firm's Registration No.: 108296W
Firm's Registration No.: 001076N/N500013
per Khushroo B. Panthaky per Vinay D. Balse
Partner Partner
Membership No.: 42423 Membership No.: 39434
Place: Mumbai Place: Mumbai
Date: 30 May 2016 Date: 30 May 2016