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Rolta India Ltd.

BSE: 500366 Sector: IT
NSE: ROLTA ISIN Code: INE293A01013
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VOLUME 18977
52-Week high 8.96
52-Week low 3.95
P/E
Mkt Cap.(Rs cr) 75
Buy Price 4.46
Buy Qty 110.00
Sell Price 4.50
Sell Qty 801.00
OPEN 4.37
CLOSE 4.35
VOLUME 18977
52-Week high 8.96
52-Week low 3.95
P/E
Mkt Cap.(Rs cr) 75
Buy Price 4.46
Buy Qty 110.00
Sell Price 4.50
Sell Qty 801.00

Rolta India Ltd. (ROLTA) - Auditors Report

Company auditors report

To the

Board of Directors of Rolta India Limited

Qualified Opinion

We have audited the accompanying statement of standalone financialresults of Rolta India Limited ("the Company") for the quarter and year endedMarch 31 2021 ("the Statement") being submitted by the Company pursuant to therequirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended ('Listing Regulations').

In our opinion and to the best of our information and according to theexplanations given to us the Statement:

a. is presented in accordance with the requirements of Regulation 33 ofthe Listing Regulations; and

b. except for the possible effects of the matters described in thebasis for qualified opinion paragraph below gives a true and fair view in conformity withthe applicable Indian Accounting Standards (Ind AS) and other accounting principlesgenerally accepted in India of the net loss total comprehensive loss and other financialinformation of the Company for the quarter and for the year ended March 312021.

Basis for Qualified Opinion

We draw attention to Note 12 of the Statement. The Company has adjustedin its book the amount receivable from its US subsidiary Rolta International Inc.(RUS)arising from devolvement of Standby Letters of Credit (SBLC) and interest thereon againstlong term export advances received. Further the company has also adjusted amount payableto step down subsidiary of RUS against the SBLC dues receivable from RUS. The Company hasmade necessary applications stating the above facts to Reserve Bank of India for theirpermission for adjusting the amount receivable from RUS against the amount payable tothem which is still awaited.

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143 (10) of the Companies Act 2013 ("the Act").Our responsibilities under those SAs are further described in the "Auditor'sResponsibilities for the Audit of the Standalone Financial Results" section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of theAct and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ourqualified opinion on the standalone financial results.

Material Uncertainty Related to Going Concern

We draw attention to Note 4 of the Statement. The Company has incurreda net loss of Rs.424.23 crores and Rs.3268.87 crores for the quarter and year ended March31 2021 respectively continuing liquidity crunch applications pending against theCompany in NCLT/DRT and the significant fall in revenues coupled with the continuing COVID19 lockdown indicate that presently a material uncertainty exists that may castsignificant doubt on the Company's ability to continue as a going concern. The managementof the Company has represented that with the Restructuring Services Agreement (RSA)entered into with the Streamcast Group continuing to be effective and the StreamcastGroup continuing to work on the implementation of the RSA the Company continues to be agoing concern.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

a. We draw attention to Note 14. Company's current bank accounts(except for Current account with Axis Bank where inward foreign remittances were notpermitted) were attached by the Income Tax Department (TDS division) during September2019. In absence of operating Current accounts the export remittances from Company'soverseas subsidiaries were received by the Group Companies Rolta Private Limited (RPL) andRolta Overseas Private Limited (ROPL) by way of assignments of Invoices raised onCompanies overseas subsidiaries and the funds so received were utilised / transferred toRIL's account with Axis Bank for meeting the operational expenses.

The Company has adjusted the funds so received by RPL and ROPL fromRILs overseas subsidiaries against the export Invoices raised on these subsidiaries.

The above adjustment by the Company is supported by an opinion from alegal firm.

b. We draw attention to Note 3 of the statement. An order of SupremeCourt of The State of New York County of New York has been passed on September 022020in favour of certain Bondholders for an amount of US $ 183 million (approx) inclusive ofinterest at 9% upto September 022020 against the Company and six InternationalSubsidiaries of the Company. Further a turnover order dated October 202020 on a motionsubmitted by the plaintiffs was passed by the said Honhle Court in New York in favour ofthe Plaintiffs directing the defendants to turn over their cash on hand and their stock /membership interest owned in certain subsidiaries of the company. The internationaldefendants except Rolta India Ltd. filed voluntary Chapter -11 proceedings in the UnitedStates Bankruptcy Court for the Northern District of Alabama in the U.S. on October 292020. By virtue of this filing enforcement of the judgment against the internationaldefendants has been stayed. The Federal Bankruptcy Court has finally rejected Chapter 11proceedings in April 2021.

Thereafter Rolta International Inc. has filed appeal on May 17 2021against the rejection of Federal Court in District Court of Alabama which is the AppellateCourt. This appeal is still pending. Since now all the international companies are outsideof Bankruptcy they continue to function normally accordingly the company continues torecognise the balances in their books as they appear on that date. Rolta India Ltd. hasfiled a suit no. 33962020 dated November 10 2020 in Honhle Bombay High Court with themain prayer to grant interim injunction and declare that the summary judgement datedSeptember 22020 and turnover order dated October 20 2020 cannot be executed by thePlaintiffs against the defendants. The hearing for said suit are ongoing.

Supreme Court of New York appointed a receiver vide its order dated17th June 2021 against RUS and Rolta India Ltd. The said Court of New York furtherappointed a receiver against other subsidiaries of Rolta India Ltd vide its order datedAugust 242021. Such receiver had also issued a letter dated September 32021 for holdinga meeting to remove the Board of RUS on 13th September 2021. However the Receiver hasbeen informed by the Legal Advisor of Rolta India Ltd in US that the said meeting is notvalid as summary judgement dated Sept.2020 and Turnover Order of October2020 againstRolta India Ltd and its subsidiary Rolta Global BV has not been domesticated in India andNether land. The matter remains disputed and is now with the Honourable Supreme Court ofNew York County for taking the decision in the matter.

Notwithstanding these developments the Company continues to carry init's books the amount receivable from these entities amounting to Rs 2.64 crores.

c. We draw attention to Note 5 of the Statement as per which duringthe year ended March 31 2021 the Company has incurred a business loss of Rs. 3268.87crores on which it has recognized an incremental Deferred Tax Asset of Rs.107.17 crores.The net Deferred Tax Asset attributable to unabsorbed business loss as at March 312021recognized by the Company amounts to Rs.810.37 crores. The Management of the Company is ofthe view that for the reasons mentioned in the said Note 4 the Company will be able togenerate taxable profits in the future for setting off the accumulated business losses.

d. We draw attention to Note 7 of the Statement in which the Managementof the Company has represented that in respect of long outstanding amounts aggregating Rs.274.83 crores receivable from a Government department the process towards recovering thesaid amount continues to be at advanced stage.

e. We draw attention to Note 13 of the Statement as regards theManagement's evaluation to the extent to which COVID-19 pandemic will impact theperformance of the Company dependent on the future developments which are highlyuncertain.

Our opinion is not modified in respect of the above matters.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalonefinancial statements.

The Board of Directors are responsible for the preparation andpresentation of the Statement that gives a true and fair view of the net loss and othercomprehensive income and other financial information in accordance with the recognitionand measurement principles laid down in Indian Accounting Standards prescribed underSection 133 of the Act and other accounting principles generally accepted in India and incompliance with Regulation 33 of the Listing Regulations. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the Statement that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the Statement the Board of Directors are responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialResults

Our objectives are to obtain reasonable assurance about whether theStatement as a whole is free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregatethey could reasonably be expected to influence the economic decisions of users taken onthe basis of the Statement.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStatement whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion througha separate report on the complete set of financial statements on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Board ofDirectors.

• Conclude on the appropriateness of the Board of Directors' useof the going concern basis of accounting and based on the audit evidence obtainedwhether a material uncertainty exists related to events or conditions that may castsignificant doubt on the appropriateness of this assumption. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial results or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStatement including the disclosures and whether the Statement represents the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

Other Matter

I. Due to the COVED 19 pandemic and the resultant lockdown and otherrestrictions imposed by the Government and local authorities the audit processes werecarried out based on the remote access to the records and documents which were madeavailable by the management through digital medium.

Our opinion is not modified in respect of this matter.

ii. In the Statement the figures of the financial results as reportedfor the quarter ended March 31 2021 and March 31 2020 are the balancing figures betweenaudited figures in respect of the full financial year and the published year to datefigures upto the end of the third quarter of the relevant financial year which figureswere subjected to a limited review.

The standalone financial results for the corresponding quarter and yearended March 31 2020 were audited by the previous auditors who expressed a qualifiedopinion on those results on July 152020.

For J. Kala & Associates.
Chartered Accountants
Firm Registration No.: 118769W
Jayesh Kala
Partner
Place: Mumbai Membership No.: 101686
Date: November 02 2021 UDIN: 21101686AAAACD5621

Independent Auditors' Report

To The

Members of Rolta India limited

Report on the Audit of Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements ofRolta India Limited ("the Company") which comprises of Balance Sheet as atMarch 31 2021 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flow for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us except for the possible effects of matters described in theBasis for Qualified Opinion section of our report the aforesaid standalone financialstatements give the information required by the Companies Act 2013 (the Act) in themanner so required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31st March 2021its loss (including other comprehensive income) changes in equity and its cash flows forthe year ended on that date.

Basis for Qualified Opinion

We draw attention to Note 41 of the standalone financial statements.The Company has adjusted in its book the amount receivable from its US subsidiary RoltaInternational Inc. (RUS) arising from devolvement of Standby Letters of Credit (SBLC) andinterest thereon against long term export advances received. Further the company has alsoadjusted amount payable to step down subsidiary of RUS against the SBLC dues receivablefrom RUS. The Company has made necessary applications stating the above facts to ReserveBank of India for their permission for adjusting the amount receivable from RUS againstthe amount payable to them which is still awaited.

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our qualified audit opinion on the standalone financialstatements.

Material Uncertainty Related to Going Concern

We draw attention to Note 42 of the Standalone financial statements.The Company has incurred a loss before tax of Rs. 3268.87 crores for the year ended March31 2021. Continuing liquidity crunch applications pending against the Company inNCLT/DRT and the significant fall in revenues coupled with the continuing COVID 19lockdown indicate that presently a material uncertainty exists that may cast significantdoubt on the Company's ability to continue as a going concern. The Management of theCompany has represented that with the Restructuring Services Agreement (RSA) entered intowith the Streamcast Group continuing to be effective and the Streamcast Group continuingto work on the implementation of the RSA the Company continues to be a going concern.

Our opinion is not modified in respect of this matter.

Emphasis of Matters:

(i) We draw attention to Note 43 to the standalone financial statementregarding Company's current bank accounts (except for Current account with Axis Bank whereinward foreign remittances were not permitted) were attached by the Income Tax Department(TDS division) during September 2019. In absence of operating Current accounts the exportremittances from Company's overseas subsidiaries were received by the Group CompaniesRolta Private Limited (RPL) and Rolta Overseas Private Limited (ROPL) by way ofassignments of Invoices raised on Companies overseas subsidiaries and the funds soreceived were utilised / transferred to RIL's account with Axis Bank for meeting theoperational expenses.

The Company has adjusted the funds so received by RPL and ROPL fromRILs overseas subsidiaries against the export Invoices raised on these subsidiaries.

The above adjustment by the Company is supported by an opinion from alegal firm.

(ii) We draw attention to Note 40 of the standalone financial statementregarding an order of Supreme Court of The State of New York County of New York has beenpassed on September 02 2020 in favour of certain Bondholders for an amount of US $ 183million (approx.) inclusive of interest at 9% upto September 02 2020 against the Companyand six International Subsidiaries of the Company. Further a turnover order dated October202020 on a motion submitted by the plaintiffs was passed by the said Honble Court inNew York in favour of the Plaintiffs directing the defendants to turn over their cash onhand and their stock / membership interest owned in certain subsidiaries of the company.The international defendants except Rolta India Ltd. filed voluntary Chapter -11proceedings in the United States Bankruptcy Court for the Northern District of Alabama inthe U.S. on October 29 2020. By virtue of this filing enforcement of the judgmentagainst the international defendants has been stayed. The Federal Bankruptcy Court hasfinally rejected Chapter II proceedings in April 2021.

Thereafter Rolta International Inc. has filed an appeal on May 172021 against the rejection of Chapter 11 proceedings in Federal Court in District Court ofAlabama which is the Appellate Court.

Rolta India Ltd. has filed a suit no. 3396/2020 dated November 102020in Honble Bombay High Court with the main prayer to grant interim injunction and declarethat the summary judgement dated September 2 2020 and turnover order dated October202020 cannot be executed by the Plaintiffs against the defendants. The hearing for saidsuit are ongoing.

Supreme Court of New York appointed a receiver vide its order dated17th June 2021 against RUS and Rolta India Ltd. The said Court of New York furtherappointed a receiver against other subsidiaries of Rolta India Ltd vide its order datedAugust 242021. Such receiver had also issued a letter dated September 3 2021 forholding a meeting to remove the Board of RUS on 13th September 2021. However theReceiver has been informed by the Legal Advisor of Rolta India Ltd. in US that the saidmeeting is not valid as summary judgement dated Sept.2020 and Turnover Order ofOctober2020 against Rolta India Ltd and its subsidiary Rolta Global BV has not beendomesticated in India and Netherland. The matter remains disputed and is now with theHonourable Supreme Court of New York County for taking the decision in the matter.

Notwithstanding these developments the Company continues to carry inits books the amount receivable from these entities amounting to Rs 2.64 crores.

(iii) We draw attention to Note 30(C) of the Standalone FinancialStatements during the year ended March 31 2021 the Company has incurred a business lossof Rs. 3268.87 crores on which it has recognized an incremental Deferred Tax Asset ofRs. 107.17 crores. Carrying amount of the net Deferred Tax Asset as at March 31 2021 isRs. 810.37 crores. The Management of the Company is of the view that for the reasonsmentioned in the Note 42 it will be able to generate taxable profits in the future forits reversal.

(iv) We draw attention to Note 48 of the Standalone FinancialStatement the Management of the Company has represented that in respect of longoutstanding amounts aggregating Rs. 274.83 crores receivable from the Governmentdepartment the process towards recovering the said amount continues to be at advancedstage.

(v) We draw attention to Note 49 of the Standalone Financial Statementas regards the Management's evaluation to the extent to which COVID-19 pandemic willimpact the performance of the Company dependent on the future developments which arehighly uncertain.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Sr. No Key Audit Matter Auditor's Response
1 Accuracy of booking of revenues in respect of fixed price ongoing contracts involving critical estimates Principal Audit Procedures
Our audit approach was a combination of test of internal controls and substantive procedures which included the following:
Estimate of effort is a critical estimate to determine revenues in case of ongoing contracts. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract efforts incurred till dace and efforts required to complete the remaining contract performance obligations.
• Evaluating the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations;
Refer note no. 2(b) to the standalone financial • Testing the access and application controls pertaining to time recording allocation and budgeting systems which prevents unauthorised changes to recording of efforts incurred;
• Selecting a sample of contracts and thorough inspection of evidence of performance of these controls testing the operating effectiveness of the internal controls relating to efforts incurred and estimated;
• Selecting a sample of contracts and performing a retrospective review of efforts incurred with estimated efforts so as to identify significant variations and verify whether those variations have been considered in estimating the remaining efforts to complete the contract;
• Reviewing a sample of contracts with unbilled revenues to identify possible delays in achieving milestones which require change in estimated efforts to complete the remaining performance obligations; and
• Performing analytical procedures and testing details for reasonableness of incurred and estimated efforts.
2 Non repayment of principal and Interest due thereon in respect of borrowings Principal Audit Procedures
We obtained details of principal and interest due thereon to various banks as at March 31 2021 from the Management and confirmed the accuracy of the amounts outstanding payable to various banks against cach of the facilities
Non repayment of borrowings is one of the events/ conditions that may cast significant doubt on a Company's ability to continue as a going concern.
The Company has defaulted in repayment of principal and interest due thereon aggregating Rs. 4962.65 crores in respect of Secured Borrowings and Working Capital Term Loans taken from various banks.
Further the aforesaid amount also includes liability on account of devolvement of Letter of Credit and invocation of Stand by Letters of Credit and Bank Guarantees
Refer note no. 18 to the standalone financial
3 Non-payment of statutory dues Principal Audit Procedures
During the year the Company has defaulted in depositing statutory dues with various authorities. As at March 31 2021 the Company has not deposited the following statutory dues with the respective authorities: Obtained details including ageing of various statutory dues payable by the Company to various authorities as at March 312021 from the Management.
Confirmed the accuracy of the statutory dues payable as at March 31 2021 to various authorities from the relevant documents challans and ledger accounts maintained by the Company for each of the said dues.
(a) Tax Deducted at Source - Rs. 27.65 crores.
(b) Provident Fund (including Pension) -Rs 3.91 crores
(c) Profession Tax-Rs. 0.28 crores
(d) ESIC-Rs.0.07crores
(c) Sales tax and Service tax - Rs. 3.36 crores
4 Adjustment of certain payable and receivable balances of two subsidiaries and pending approval from the Reserve Bank of India in this regard. Refer to the para "Basis for Qualified Opinion" section of the report.
5 Company's Inward foreign remittances received in the bank accounts of the group companies. Refer to the comments in para (i) of the "Emphasis of Matters" section of the report
6 Recognition of deferred tax assets. (Carrying amount of net Deferred assets amounting to Rs. 810.37 crore). Refer to the comments in para (iii) of the "Emphasis of Matters" section of the report
7 Management assessment of appropriate of Going Concern Assessment:
Obtained an understanding of the process and tested the internal controls associated with the management's assessment of Going Concern
Management has made an assessment of the Company's ability to continue as a Going Concern as required by Ind AS1 Presentation of Financial Statements considering all the available information and has concluded that the going concern basis of accounting is appropriate.
Discussed with management and assessed the assumptions judgements and estimates used in developing business plan and cash flow projections having regards to past performance and current emerging business trends affecting the business industry
Going Concern assessment has been identified as a key audit matter considering the significant judgements and estimates involved in the assessment and its dependence upon management's ability to complete the planned implementation of Restructuring Service Agreement (RS A) entered with the streamcast Group including the possible option to refinancing of certain current financial obligations
Status of the Restructuring service agreement (RSA) entered with the Streamcast Group and the steps taken for the implementation of RSA. Assessed the adequacy of the disclosures in the standalone Ind AS financial statement
Also refer to the comments in the "Material Uncertainty Related to Going Concern" to the Report
8. Assessment of contingent liabilities disclosed in respect of Corporate and Bank Guarantees given and indirect tax matters Principal Audit Procedures
Obtained management's assessment in respect of key tax matters and status of the various corporate and bank guarantees issued as to whether outflow is either probable possible or remote.
As at March 312021 the Company has given various corporate guarantees for its customers/ senior notes issued by subsidiaries and also has significant tax exposures and is subject to periodic assessments/ demands by tax authorities on income tax and a range of indirect tax matters.
Obtaining an understanding the risk analysis performed by the company with the relating supporting documentation and studying written statements from internal / external legal experts where applicable.
Refer to our comment in para (ii) of the the Emphasis of matters section of the report regarding the status of the ongoing legal case.
Evaluated the adequacy of disclosures made in the standalone financial statements.
Management judgement is involved in assessing whether an obligation exists and whether a provision should be recognised as at Balance sheet date or the disclosure thereof as contingent liabilities.
Based on the above procedures we considered the management's assessment in recognising provisions and disclosing contingent liabilities in respect of the stated tax matters as reasonable.
We considered this a key audit matter as:
(a) The amounts involved are significant to the standalone financial statements
(b) Change in the management's judgements and estimates may significantly affect the provisions recognised or contingent liabilities disclosed.
9. Disclosure of exceptional items of Rs. 2417.19 Crores in Statement of Profit & Low for the year ended March 312021 [Refer note 29 to the Standalone financial statements for the year ended March 312021] Principal Audit Procedures:
Assessing the appropriateness of the methodology applied in determining the recoverable amount
Certain items of income or expense within profit or loss from ordinary activity is of such size nature or incidence that their disclosure is relevant to explain the performance of the Company for the year the nature and amount of such items is disclosed as exceptional items. Placing the reliance on the impairment report determining the recoverable value of the IP's
Obtained from the management the details of the reversals made by the company during the year ended March 31 2021 along with the inter-company balance confirmations after considering the effect of such reversal entries.
We considered this a key audit matter as:
(a) The amounts involved are significant to the standalone financial statements. Verification that the accounting and /or disclosure as the case may be in the standalone Financial statements is in accordance with the assessment of legal counsel/ management.
(b) Involves a significant management's judgements and assessment that may significantly affect the provisions recognised.
(c) Impairment of receivable from a subsidiary in respect of the business (IP) transferred which has been written off by the said subsidiary based on the valuation exercise carried out by external agency.
10. Recoverability of carrying value of financial assets such as investments trade receivables unbilled revenue (contract assets) and loans. Principal Audit Procedures:
Assessing the appropriateness of the methodology applied in determining the recoverable amount
The assessment of recoverable amount of the Company's investments trade receivables unbilled revenue (contract assets) and loans is considered as significant risk area in view of the materiality of the amounts involved judgements involved in determining of impairment/ recoverability of the carrying value of the investment or other aforesaid financial assets which includes assessment of conditions and financial indicators of the parties from whom these amounts are recoverable such as current business operations orders in hand expected sales future business plan and the latest correspondence with them.
Verification that the accounting and /or disclosure as the case may be in the standalone financial statements is in accordance with the assessment of management.
Refer to the comments in para (ii) and (iv) of the "Emphasis of matters" section of the report.

Information Other than the Standalone Financial Statements andAuditor's report thereon

The Company's Board of Directors is responsible for the preparation ofother information. The Other information comprises the information included in the Board'sReport including Annexures to the Board report but does not include the standalonefinancial statement and our auditor's report thereon.

Our qualified opinion on the standalone financial statements does notcover the other information and we do not express any form of assurance / conclusionthereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and those charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance (including other comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditors Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance whether thestandalone financial statements are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered materialif individually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3Xi) of the Act we are also responsible for expressing our opinion on whetherthe Company has adequate internal financial control system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of Management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention m our auditor's report tothe related disclosures m the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the entity to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work and (ii) to evaluatethe effect of an identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

The opening balances as of April 1 2020 have been taken based on thefinancial statements for the year ended March 31 2020 audited by the predecessorindependent auditor who vide their report dated July 15 2020 have expressed a modifiedopinion. Our opinion is not modified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. Pursuant to the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books andrecords.

(c) The Balance sheet the Statement of Profit & Loss (includingother comprehensive income) Statement of Changes in Equity and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion except for the matters stated in the Basis forqualified opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Account) Rules 2014.

(e) On the basis of the written representation received from thedirectors as on March 312021 taken on records by the Board of Directors none of thedirectors are disqualified as on March 31 2021 from being appointed as a Directors interms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure "B".

(g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of Sec 197(16) of the Act as amended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

(h) With respect to the matters to be included in the Auditor's reportin accordance with the rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial performance in its standalone financial statements. (Refer note nos. 3740 4546 and 47 of the standalone financial statements).

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. The Company has not transferred an amount of Rs. 1800 pertainingto dividend which is unclaimed for more than seven years to the Investor Education andProtection Fund by the Company. (Refer note no 51 to standalone financial statements).

For J. Kala & Associates.
Chartered Accountants
Firm Registration No.: 118769W
Jayesh Kala
Partner
Place: Mumbai Membership No. -101686
Date: November 022021 UDIN: 21101686AAAACG6704

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATEON THE STANDALONE FINANCIAL STATEMENTS OF ROLTA INDIA LIMITED

(Referred to in Paragraph 1 under the heading of "Report on OtherLegal and Regulatory Requirements" of our report of even date)

i. Fixed Assets (Property Plant & Equipment)

a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b) As explained to us according to the practice of the Company fixedassets are physically verified by the management at reasonable intervals which in ouropinion is reasonable considering the size of the company and nature of its business.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

ii. The Company is a service company primarily rendering softwareservices. Accordingly it does not hold any physical inventories. Hence paragraph 3(ii)of the Order is not applicable to the Company.

iii. The Company has granted interest free unsecured loans to its fourcompanies covered in the register maintained under section 189 of the Companies Act 2013('the Act').

(a) According to the information and explanations given to us and basedon the audit procedures conducted by us we are of the opinion that the terms andconditions of loans granted by the company to four body corporates covered in the registermaintained under section 189 of the Companies Act 2013 'the balance outstanding of whichas at April 012021 was Rs 214.85 crores and has it March 312021 is Rs. 2.11 crores' areprejudicial to the company's interest on account of the fact that the loans have beengranted without any underlying agreement. These loans are interest free which isunreasonable against the cost of funds to the company.

(b) In the case of the loans granted to the body corporates listed inthe register maintained under section 189 of the Act there is no fixed schedule forrepayment of the principal since the loans have been granted without any underlyingagreement.

(c) According to information and explanations given to us as there areno agreements and the repayment schedule has not been specified there are no overdueamounts in respect of the loan granted to a body corporate listed in the registermaintained under section 189 of the Act.

iv. In our opinion and according to the information and explanationsgiven to us during the year there are no loans investments guarantees and securitiesgiven in respect of which the provisions of section 185 and 186 of the Act are applicableand hence not commented upon.

v. No deposits have been accepted by the Company within the meaning ofSection 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptanceof Deposits) Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of theOrder are not applicable to the Company.

vi. The Central Government has not prescribed the maintenance of costrecords under section 148(1) of the Act for any of the services rendered by the Company.Accordingly the provisions of clause 3(vi) of the Order are not applicable.

vii. (a) According to the information and explanations given to us andon the basis of our examination of the records the Company is not regular in depositingundisputed statutory dues including provident fund income-tax Goods and Service Tax(GST) duty of customs cess and other material statutory dues during the year with theappropriate authorities. No undisputed amounts payable in respect of the aforesaidstatutory dues were outstanding as at the last day of the financial year for a period ofmore than six months from the date they became payable except the following dues:

Particulars Amount (Rs.. in crores) Period of Default
Profession Tax 0.25 7-32 Months
Provident & Pension Fund 4.53 7-32Months
ESIC & Labour Welfare Fund 0.05 7-32Months
TDS 23.41 7-35 Months
GST(RCM) 0.02 7 Months
Interest on Statutory Dues (Refer note no 37 to standalone financial statements) 1.95 6 Months

(b) According to the information and explanations given to us thereare no dues of income tax GST sales tax service tax duty of customs value added taxand cess which have been not deposited on account of any dispute except the followingdisputed dues:

Name of Statute Amount (Rs. in crores) Period to which the amount related Forum where dispute is pending
Income Tax Act 1961 82.52 AY 2015-16 Commissioner of Income Tax (Appeals)
Finance Act 1994 - Service Tax 0.15 FY 2013-14 Commissioner of Service Tax (Appeals)
0.37 FY 2014-15
0.36 FY 2015-16
Central Sales Tax 0.49 FY 2008-09 Deputy Commissioner of Sales Tax
0.59 FY 2014-15
6.36 FY 2015-16
Maharashtra Value Added Tax 1.08 FY 2008-09 Deputy Commissioner of Sales Tax
0.32 FY 2014-15
2.32 FY 2015-16
Goods and Service Tax (Input Tax Credit) 20.63 FY 2017-18 Director General of GST Intelligence

viii. During the year the Company neither had any loan from financialinstitutions government and nor any outstanding dues to debenture holders. The Companyhad defaulted in repayment of borrowings to the following banks:

Name of the Bank Nature of loans

Amount of Default as March 312021

Period of Default Remarks
Union Bank of India External Commercial Banks

345.43

March 26 2018 till date Continuing Default
Bank of Baroda
Bank of India
(Consortium Balance)
UBI-ECB-Rupee Term Loan Rupee Term Loan 180.58 March 26 2018 till date Continuing Default
Bank of Baroda External Commercial Banks 68.86 January 26 2018 till date Continuing Default
Syndicate Bank Term Loan 36.68 March 31 2019 till date Continuing Default
Bank of Baroda Working Capital term loan-I 180.56 September 29 2018 Continuing Default
Central Bank of India 155.34 December 28 2018
Union Bank of India 401.07 December 28 2018
Bank of India 270.16 December 31 2018 (All the above loans are outstanding till date)
Bank of Baroda Working Capital term loan-H 195.66 December 31 2017 till date Continuing default
Union Bank of India 311.24
Bank of India 211.98
Bank of Baroda Overdraft 117.26 December 2017 till dates Continuing default
Central Bank of India 39.89 Jan 18 till date
Union Bank of India 241.95 February 2018 till date
Bank of India 204.81 November 2017 till date Continuing Default
Central Bank of India LC devolvement 113.00 Between March 7 2018 to July 29 2018 till date Continuing Default
Union Bank of India 54.91 Between April 18 2018 to July 17 2018 -till date
Syndicate Bank SBLC invoked 1811.56 Between November 01 2018 to January 232019 till date Continuing default
Central Bank of India
Union Bank of India
Bank of India
Central Bank of India BG Invocation 21.71 Between March 18 2019 to January 08 2020 -till date Continuing default
Union Bank of India
Bank of India

ix. In our opinion and according to the information and explanationsgiven to us the Company has not taken any term loans during the year. The Company has notraised any money by way of Initial public offer or further public offer (including debtinstrument) during the year or in the recent past.

x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us we have neither come acrossany instance of fraud by or on the Company by its officers or employees noticed orreported during the year nor have we been informed of such case by the management.

xi. According to the information and explanations given to us and basedon our examination of the books and records of the Company the Company has paid /provided for the managerial remuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Therefore the provisions of clause3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company all the transactions with relatedparties are in compliance with section 177 and 188 of the Act and all the details havebeen disclosed in the standalone financial statements as required by the applicableAccounting Standard.

xiv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year or in the recent past. Therefore the provisions of clause3(xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us theCompany has not entered into any non-cash transactions prescribed under Section 192 of theAct with directors or persons connected with them during the year.

xvi. The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For J. Kala & Associates.
Chartered Accountants
Firm Registration No.:118769W
Jayesh Kala
Parmer
Place: Mumbai Membership No. -101686
Date: November 02 2021 UDIN: 21101686AAAACG6704

Annexure - B to the Auditors' Report

Annexure - B to the Auditors'Report

Report on the Internal Financial Controls under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Rolta India Limited ("the Company") as at March 31 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued 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 internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing issued by the ICAI anddeemed to be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our disclaimer of opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A Company's internal financialcontrol over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany;

(ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of the Management andDirectors of the Company; and

(iii) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Due to the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Basis for Disclaimer of Opinion

According to the information and explanations given to us the Companyhas not established its internal financial control over financial reporting on 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.

Further based on the audit carried out by us and according to theinformation and explanations given to us we have observed high levels of attrition in thefinancial year which has resulted in the residual personnel having had to carry outmultiple tasks which would not be desirable from the internal control mechanismperspective. However the said risk has been substantially mitigated due to the fact thatthe size of operations of the Company has also reduced significantly during the year ascompared to the previous year.

Disclaimer of Opinion

Due to the significance of the matter described in the Basis ofdisclaimer of opinion paragraph above we are unable to obtain sufficient appropriateaudit evidence to provide a basis for our opinion whether the Company had adequateInternal Financial Controls Over Financial Reporting and whether such internal financialcontrols were operating effectively as at March 31 2021. Accordingly we do not expressan opinion on the Company's internal financial controls over financial reporting.

Explanatory Paragraph

The above stated disclaimer of opinion was considered in determiningthe nature timing and extent of audit tests applied in our audit of standalone financialstatements of the Company for the year ended March 312021 and this report does not affectour report of even date which expressed a qualified opinion on those standalone financialstatements.

For J. Kala & Associates
Chartered Accountants
Firm Registration no. 118769W
Jayesh Kala
Partner
Place: Mumbai Membership No. -101686
Date: November 02 2021 UDIN: 21101686AAAACG6704

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