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Rolta India Ltd.

BSE: 500366 Sector: IT
NSE: ROLTA ISIN Code: INE293A01013
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OPEN 4.96
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VOLUME 98757
52-Week high 10.12
52-Week low 4.31
P/E
Mkt Cap.(Rs cr) 82
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rolta India Ltd. (ROLTA) - Director Report

Company director report

To

The Members Rolta India Limited

Dear Members

Your Directors are pleased to present the 31 st Annual Report on thebusiness & operations of your Company together with Audited Financial Statements &Auditor's Report for the Financial Year ended March 312021.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

Company's financial performance for the year ended March 31 2021 issummarised below:

(Rs. in crore)

Consolidated
Financial year ended March 31 2021 Financial year ended March 31 2020
Revenue
Sales of IT Solutions and Services 943.74 1492.67
Other Income 333.86 10.98
Total Revenue 1277.60 1503.65
Expenses
Cost of Materials & Technical Sub-contractors 666.28 1005.32
Employee Benefit Expenses 270.49 429.21
Finance Costs 957.31 773.56
Depreciation and Amortization Expenses 125.04 247.67
Other Expenses 65.46 139.38
Exchange Difference Gain / (Loss) 4.72 44.16
Total Expenses 2089.31 2639.30
Profit / (Loss) before Exceptional items and tax (811.71) (1135.65)
Exceptional Items
Provision cum Write off of Debtors 8.32 77.99
Foreign Exchange Difference on account of adjustment 138.34 (122.74)
Write off of amount receivable from company's WOS- RDTSPL on account of Write off of the IPS in the books of RDTSPL based on valuation exercise 2165.28
Write off of Building Value of Rolta Tower' C' due to fire in February2020 162.84 -
Excess Provisions and credit balances written back no longer required written back (33.86) -
Old Advance Received from Customers - Written back (1.56) -
Written off RUS Goodwill 443.41 -
Amount payable to Rolta Private Limited no longer payable (25.72) -
Profit / (Loss) before Tax (3668.77) (1090.89)
Net Deferred Tax 404.49 175.98
Profit / (Loss) for the year (3264.26) (914.91)

Results of Operations and the State of Company's Affair

During the financial year 2020-2021 your Company has registeredconsolidated revenue for financial year ended March 31 2021 at Rs.943.74 Crore againstRs.. 1492.67 Crore in previous year registering a decrease in Year-on-Year (36.78%).Consolidated loss after tax for the financial year ended March 31 2021 is (3264.26)Crore as against loss of (914.91) Crore in the previous year registering a increase inYear-on-Year loss of (256.78%). The basic Earnings Per Share after exceptional item andtax for the financial year ended March 31 2021 is Rs.. (196.77) as against previousperiod Rs.. (55.2). The basic Earnings Per Share was computed by considering the weightedaverage number of shares outstanding during the period as per the provisions of'Accounting Standard 20' notified under Section 133 of the Companies Act 2013 read withRule 7 of Companies (Accounts) Rule 2014.

Financial performance:

The Financial performance on Standalone basis is as follows:

(Rs. in Crore)

Consolidated
Financial year ended March 31 2021 Financial year ended March 31 2020
Revenue
Sales of IT Solutions and Services 28.81 79.67
Other Income 75.93 73.48
Total Revenue 104.75 153.15
Expenses
Cost of Materials & Technical Sub-contractors 7.66 44.08
Employee Benefit Expenses 32.85 54.77
Finance Costs 771.60 688.38
Depreciation and Amortization Expenses 71.23 86.17
Other Expenses 25.67 38.28
Exchange Difference Gain / (Loss) 47.42 26.87
Total Expenses 956.43 938.55
Profit / (Loss) Before Exceptional Items and Tax (851.68) (785.40)
Exceptional Items
Provision cum Write off of Debtors (8.32) 77.99
Foreign Exchange Difference on account of adjustment (138.34) (122.74)
Write off of amount receivable from company's WOS- RDTSPL on account of Write off of the IPS in the books of RDTSPL based on valuation exercise 2160.25 -
Write off of Building Value of Rolta Tower' C' due to fire in February2020 (162.84) -
Excess Provisions and credit balances written back no longer required written back (31.00) -
Old Advance Received from Customers - Written back 1.56 -
Amount Receivable from RBDA not recoverable now written off (41.43) -
Amount payable to Rolta Private Limited no longer payable 25.72 -
Profit / (Loss) Before Tax (3268.87) (740.64)
Tax Expenses/ Deferred tax assets 107.17 143.79
Profit / (Loss) for the year (3161.70) (596.85)

The Company's standalone revenue wasRs.. 28.81 Crore for the financialyear ended March 31 2021 as against Rs.. 79.67 Crore for the previous financial yearended March 31 2020 representing (63.84%) decrease. The loss after tax for the financialyear ended March 31 2021 is Rs.. (3161.70) Crore as against Rs.. (596.85) Crore in theprevious financial year ended March 31 2020 representing an increase of (429.73 %).

The Company's standalone net worth is (3248.05) Crore as on March 312021 andRs.. 960.64 crore in March 312020. The book value per share on a standalonebasis as on March 312021 isRs.. (195.80) as againstRs.. 57.91 as on March 312020.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Digital Transformation has emerged as a driver of sweeping change inthe world around us. It is the integration of digital technology into all areas of abusiness resulting in fundamental changes of how businesses operate and how they delivervalue to customers. This digital revolution is being fuelled by technologies such as theCloud Mobility Enterprise/Cyber Security Internet of Things (IoT) and Big DataAnalytics amongst others.

Rolta with its rare combination of deep Geospatial and Engineeringexpertise combined with its IT process and differentiated IP based software packages hasestablished an enviable track record to help its customers on their Digital Transformationin each of the areas it serves.

Rolta currently operates in the following verticals;

1. Defence and Security

Rolta continues to serve Indian Defence and Security software market ofCommand and Control (C2) & Intelligence Digital Transformation.

War Gaming: Rolta has developed indigenous software application forAakrosh the Indian Army's War gaming project for Counter Insurgency and CounterTerrorism(CI/CT) operations. This will meet the Army's need for smart solutions toprovide dynamic and cost-effective training by simulating operational and strategicscenarios. It is first of its kind War gaming solution for training Battalion/Company andPlatoon levels of the Indian Army to meet the real challenges being faced by them.

2. Geospatial Solutions

With decades of expertise and leadership in the Geospatialtechnologies Rolta has built a formidable track record and IP for replicable Smart CitySolutions which include creation of rich geospatial enabled digital repositories buildgeo enabled business critical applications and deep learning based advanced geospatialanalytics to drive business outcomes. The Company has built an enviable portfolio foraddressing a wide spectrum of Smart City requirements cutting across UtilitiesTransportation Environment Land Management Public Works Urban Planning DisasterManagement and Safety amongst others.

3. Big Data Analytics:

The Internet of Things (IoT) and Big Data are two technologies that arechanging the way business is done and is gaining remarkable momentum world over. Rolta'srich heritage of creating an designing digital repositories enriched with geospatial andengineering data has uniquely positioned the Company to analyse complex patterns andthereby extract deep insights from the digital data. The Company addresses the fullspectrum of IoT and Big Data analytics maturity journey covering initial advisory datadiscovery enablement of big data landscape establishing an asset information model (AIM)to secure IoT integration and culminating in advanced analytics.

Rolta Today: The Company is in position to help various organizationsand government bodies to accelerate the digital transformation by abstracting thecomplexities of the nexus of technologies such as Geospatial Engineering Big DataInternet of Things Cloud Cyber Security Mobility and Social Media through Rolta'sdigital transformation platforms and solutions built on growing portfolio of IPs andreplicable software solutions. Rolta had been uniquely leveraging the exceptionalcombination of IT Geospatial and Engineering domains addressing high growth verticalswith proven Rolta IP led solutions panning across many Patents together with registeredcopyrights for software packages and will again do so after ongoing financialrestructuring is complete during the financial year2022-23.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Yearended March 312021. No amount has been transferred to reserve during the year. TheCompany had transferred a sum of Rs..7096106/- during the financial year 2020-21 to theInvestor Education and Protection Fund established by the Central Government. The saidamount represents Unclaimed Dividend for the financial year 2012-13 with the Company for aperiod of 7 years from the date of payment.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 312021 wasRs.1658913550/- divided into 165891355 equity shares of Rs.10/- each. During theyear under review the Company has not allotted any shares under ESOP Plan. Further theCompany has not issued shares with differential voting rights. The Company has not issuedsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

Pursuant to the Rule 6 (5) of the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company is yet totransfer 108764 Equity Shares off. 10/- each to Investor Education Protection Fund(IEFF) Account for the Financial Year2009-10.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(1) of the Companies Act 2013('Act') as amended by the Companies Amendment Act 2017 the extract of Annual Return inForm MGT-9 is provided under "Annexure-D" to this Report. Further pursuant toSection 134 (3) (a) of the Act a copy of the Annual Return is uploaded on the website ofthe Company and the web link of which is:

http://www.rolta.com/wp.content/uploads/pdfs/investor.relations/MGT_9_Annexure_JD07122021_07.12.2021.pdf

NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to theDirectors. During the financial year ended March 312021 Six (6) meetings of the Boardwere held with a minimum of one meeting in each quarter in a year and not more than onehundred and twenty days has intervened between two consecutive meetings of the Board. Fordetails of the meetings of the Board please refer to the Corporate Governance Reportwhich forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 the Company has established a Vigil Mechanism named Whistle BlowerPolicy (WBP) to provide a formal mechanism to the directors and employees to report theirgenuine concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct if any. No personnel has been denied access to the AuditCommittee pertaining to reporting his/her concem(s) as per WBP mechanism. The details ofthe WBP is explained in the Corporate Governance Report and also posted on the website ofthe Company.

Your Company hereby affirms that no complaints were received during theyear.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with theprovisions of the Companies Act 2013. The Company reviews the execution of RiskManagement Plan and ensures its effectiveness including identification evaluatingmonitoring and minimizing identifiable risks.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') Boardhas carried out an annual evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Committee(s) after seeking inputs from allthe Directors excluding the Director being evaluated. The details of the Board evaluationis explained in the Corporate Governance Report which forms part of this report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination &Remuneration Committee (NRC) framed a policy for selection and appointment of DirectorsTop Management and their remuneration. The Company's remuneration policy is driven by thesuccess and performance of the individual employee and the Company.

The key objective of this policy is:

a) formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the board of directors a policyrelating to the remuneration of the directors key managerial personnel and otheremployees;

b) formulation of criteria for evaluation of performance of independentdirectors and the board of directors;

c) devising a policy on diversity of board of directors;

d) identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal.

e) whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.

f) recommend to the Board on remuneration payable to the Directors KeyManagerial Personnel and Top Management. The authority to identify right candidates forthe appointment of Top Management is vested with the Chairman & Managing Director. TheHuman Resource Department will facilitate in identifying the candidates internally orexternally. NRC will consider the candidates proposed by the Chairman & ManagingDirector and recommend to the Board for its consideration and appointment in accordancewith the applicable provisions of the Act and Rules.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company has been constituted in line with theprovisions of Regulation 18 of the Listing Regulations read with Section 177 of theCompanies Act 2013. The members of Audit Committee comprise of Ms. Homai A Daruwalla(Chairperson) Mr. Ramnath Pradeep Lt. Gen. Padam Pal Singh Bhandari (Retd.) (uptoJanuary 11 2021) and Mr. Kamal K. Singh (w.e.f. February 11 2021) More details of theAudit Committee are given in the Corporate Governance Report.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Options Plan of the company1637500 Options are outstanding at beginning of the year. No options were granted duringthe year under consideration. During the year under review 825000 Options have lapsedand Nil Options have been exercised. Accordingly there were 812500 Options outstandingat end of the financial year. The particulars required under the SEBI (Share BasedEmployee Benefits) Regulations 2014 are annexed to and forms part of this report as "Annexure-F".

No employee was issued Stock Options during the year under review.

PREVENTION OF INSIDER TRADING

The Company has formulated a policy for Prevention of Insider Tradingwith a view to regulate monitor and report trading by its employees and other connectedpersons in compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 andthe same has been posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there are no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS

I. Statutory Auditors

In the Annual General Meeting (AGM) held on December 312020 M/s. J.Kala & Associates Chartered Accountants have been appointed Statutory Auditors of theCompany for a period of Five (5) years to hold office till the conclusion of the AGM to beheld in the Calendar year 2025.

During the year under review Statutory Auditors have expressed theirqualified opinion/ remarks in the Audit Report & comments of the Board of Directorsare as under:

For Standalone Financial Statement

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.

Management's views:

The above point has been qualified as RBI approval is yet to bereceived.

For Consolidated Financial Statement

a) We draw attention to Notel2 of the Statement. The Company hasadjusted in its book the amount receivable from its US subsidiary Rolta InternationalInc.(RUS) arising from devolvement of Standby Letters of Credit (SBLC) and interestthereon against long term export advances received. Further the company has also adjustedamount payable to step down subsidiary of RUS against the SBLC dues receivable from RUS.The Company has made necessary applications stating the above facts to Reserve Bank ofIndia for their permission for adjusting the amount receivable from RUS against the amountpayable to them which is still awaited.

b) We draw attention to Note 3 (c). The Bondholder holding order of theHonhle Supreme Court of New York County to recover an amount of US $ 183 Million tookcontrol of the step down subsidiary of the company in US namely Rolta Advizex LLPsomewhere in March 2021 and put Rolta AdvizeX LLP on auction. In the said auction thesame Bondholders purchased Rolta AdvizeX LLP for US $ 55 Million.

Inspite of legal notices to the management of Advizex and to theAdvizeX Company and the protracted discussion by our US legal advisors with the LegalAdvisors of AdvizeX and Bond holders the Bond holders who have taken control as mentionedabove have refused in writing to give information for full year or part details offinancial records upto 31st March 2021 or for quarterly records for January to March 2021of AdvizeX LLP. Therefore inspite of best efforts by the Company it could onlyconsolidate the nine months financials upto December 2020 in the current financial yearfor Rolta AdvizeX LLP which have been Limited reviewed by the Auditors during FY 20-21.

Management's views:

a) The above point has been qualified as RBI approval is yet to bereceived.

b) Inspite of legal notices to the management of Advizex and to theAdvizeX Company and the protracted discussion by our US legal advisors with the LegalAdvisors of AdvizeX and Bond holders the Bond holders who have taken control as mentionedabove have refused in writing to give information for full year or part details offinancial records upto 31st March 2021 or for quarterly records for January to March 2021of AdvizeX LLP. Therefore inspite of best efforts by the Company it could onlyconsolidate the nine months financials upto December 2020 in the current financial yearfor Rolta AdvizeXLLP which have been Limited reviewed by the Auditors during FY 20-21.

Further the observations and comments given by Auditors in theirReport read together with notes to Accounts are self-explanatory and hence do not call forany further comments under Section 134 of the Companies Act 2013 and Rules madethereunder.

ii. Secretarial Audit Report

In terms of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. C. B. Jain & Associates Practicing CompanySecretary (ACS No. 37337 COP No. 13973) as the Secretarial Auditor of the Company toundertake the Secretarial Audit of the Company for the financial year ended March 312021. The report of the said Secretarial Auditor is enclosed as "Annexure E" tothis report in form MR-3. The qualifications/ notings given by Secretarial Auditor havebeen replied/ subsequently complied with by the Company.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and itssubsidiaries prepared in accordance with the Accounting Standard 21 notified underSection 133 the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rule2014 form part of the Annual Report and are reflected in the Consolidated FinancialStatements of the Company.

As on March 312021 the Company has 3 Indian subsidiaries out of which2 are wholly owned subsidiaries and 10 Direct/ Indirect 100% overseas subsidiaries. TheCompany has reorganized during the current year its various business groups consideringthe present challenges being faced by the Company. In the month of February 2021 RoltaAdvizex. ceased to be a subsidiary of the Company.

Section 136 of the Companies Act 2013 has exempted companies fromattaching the annual reports and other particulars of its subsidiary Companies along withthe annual report of the Company. Accordingly the Annual Reports of the subsidiaries arenot attached with this Annual Report. However statement containing salient features ofthe financial statements of subsidiaries as per 129 (3) of the Act is also included inthis Annual Report in "Form AOC-1" as "Annexure A". The financialstatements of the subsidiary companies are available for inspection of the shareholders atthe Registered Office of the Company during the working hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transaction with related parties falls under the scope ofSection 188(1) of the Act. Information on transaction with related parties pursuant toSection 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in "Annexure B" in "Form AOC-2" and the same forms part ofthis report.

MATER IAL CHANGES AND COMMITMENTS IF ANY

The Company had made an announcement on the Stock Exchanges at BombayStock Exchange and National Stock Exchange on May 11 2019 announcing an investment ofRs..5500 crore by a high tech international group "The Streamcast Group".Further in conjunction to this the Company executed Definitive Restructuring ServicesAgreement (RSA) with Streamcast Group on August 06 2019 under the terms of whichStreamcast Group will assist Rolta in repayment and restructuring its liabilities(including providing financial assistance) commencing with immediate effect.

Except for the abovementioned Investment announcement for Rs..5500/-crore investment by hi-tech Investor group and definitive RSA there has been no othermaterial changes and commitments affecting the financial position of the Company duringthe financial year. Due to the world wide pandemic of CoVid-19 certain statutoryapprovals of Investor are pending in Europe. Once they get statutory approval they willmake this investment in the Company as above.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

DEPOSITS

During the Financial Year ended March 31 2021 the Company has notaccepted any deposits falling within the ambit of Section 73 of the Companies Act 2013and The Companies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate system of internal financial controlcommensurate with its size and nature of business. Your Company has adopted policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACi;2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Corporate Harmony Committee (CHQ has been set upto redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The policy has beenuploaded on the website of the Company.

Your Company hereby affirms that no complaints were received during theyear by the Corporate Harmony Committee.

DIRECTORS

Retirement by rotation

As per Section 152 (6) of the Act unless the articles provide for theretirement of all directors at every Annual General Meeting not less than two-thirds ofthe total number of directors of a public Company shall be liable to determination byretirement of directors by rotation and one-third of such of the directors for the timebeing as are liable to retire by rotation at every annual general meeting shall be thosewho have been longest in office since their last appointment but as between persons whobecame directors on the same day those who are to retire shall in default of and subjectto any agreement among themselves be determined by lot.

The Members at its Twenty Ninth (2901) Annual GeneralMeeting (AGM) held on September 282019 had re-appointed Lt. Gen. K. T. Pamaik(Retd.) asJoint Managing Director of the Company liable to retire by rotation with effect from May302019. Accordingly Lt. Gen. K. T. Pamaik (Retd.) Joint Managing Director of theCompany shall retire by rotation at the ensuing Annual General Meeting and is eligible forre-appointment. The Board recommends his re-appointment and the same forms part of theAnnual General Meeting Notice.

Independent Directors

As per Section 149(10) of the Act an Independent Director shall holdoffice for a term of upto five consecutive years on the board of a Company but shall beeligible for re-appointment on passing a special resolution by the Company for anotherterm of five consecutive years on the Board of the Company. The Independent Directors ofthe Company Ms. Homai A. Daruwalla Non-Executive Independent Director Mr. RamnathPradeep Non-Executive Independent Director were re-appointed as Non-Executive IndependentDirectors of the Company for a second term of five years and Lt. Gen. Padam Pal SinghBhandari (Retd.) Non-Executive Independent Director was re-appointed as Non-ExecutiveIndependent Directors of the Company for a second term of two consecutive years asapplicable or until they attain the age of 75 years whichever is earlier in the TwentyNinth (29‘) Annual General Meeting of the Company held on SaturdaySeptember282019.

Lt. Gen. Padam Pal Singh Bhandari (Retd.) Non-Executive IndependentDirector retired w.e.f. January 112021 on account of attaining the age of 75 years. Mr.Ramdas Gupta - Non-Executive Independent Director was appointed for a term of 3consecutive years commencing from October 17 2020 or until he attains age of 75 yearswhichever is earlier in the Thirtieth (30th) Annual General Meeting of the Company held onThursday December 312020.

Ms. Homai Daruwalla Mr. Ramanath Pradeep and Mr. Ramdas GuptaNon-Executive Independent Directors are registered under the databank of IndependentDirectors of the Indian Institute of Corporate Affairs (IICA) as an Independent Directorand are not eligible for appearing for proficiency test.

The Company has received declaration from all Independent Directors ofthe company confirming that they meet with criteria of Independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1) (b) SEBI (ListingObligation and Disclosure Requirements) Regulation 2015.

Appointment of Additional Director

As per Section 161 of the Companies Act 2013 on February 11 2021Mr. Sateesh Dasari was appointed by the Board of Directors as an Additional Directordesignated as an Executive Director of the Company to hold office upto the ensuing AnnualGeneral Meeting of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in "Annexure H" of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The policy is available onthe website of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo prescribed under Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is Annexed as"Annexure G" to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as "Annexure C".

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said Rules areprovided in the Annexure forming part of the Annual Report. However having regard to theprovisions of Section 136(1) read with its relevant proviso of the Companies Act 2013the Annual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the Registered Office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished without any fee.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial Year 2020-21 the Company has not received anyorder from any Regulators) Court(s) or Tribunal(s).

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. The requisite certificate from theSecretarial Auditor of the Company confirming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance.

HUMAN RESOURCES

Human Resource policies of the Company are business focused andemployee friendly providing employees with opportunities to grow professionally as wellas personally.

However the Company has been facing losses and cash crunch which hascaused unavoidable suffering to its employees. The Company expects that with the inductionof new capital and funds by investor through Restructuring Service Agreement of August062019 after getting necessary Statutory approvals and the situation will improvetherafter.

ACKNOWLEDGMENTS

The Board of Directors wishes to express its sincere appreciation andthanks to all customers stakeholders & shareholders for their consistent support andco-operation for its success.

Your Directors appreciate contributions made by the Roltaites(employees) at all the levels worldwide and acknowledge their hard work and dedication inensuring that the Company consistently performs well in current turbulent times.

For and on behalf of the Board of Directors

Kamal K Singh
Mumbai Chairman & Managing Director
December 08 2021 DIN: 00260977

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