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Rolta India Ltd.

BSE: 500366 Sector: IT
NSE: ROLTA ISIN Code: INE293A01013
BSE 00:00 | 24 Jan 4.17 0.02
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4.10

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4.24

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4.05

NSE 00:00 | 24 Jan 4.10 -0.05
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4.20

HIGH

4.20

LOW

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OPEN 4.10
PREVIOUS CLOSE 4.15
VOLUME 21972
52-Week high 10.39
52-Week low 3.65
P/E 0.45
Mkt Cap.(Rs cr) 69
Buy Price 4.09
Buy Qty 2000.00
Sell Price 4.17
Sell Qty 969.00
OPEN 4.10
CLOSE 4.15
VOLUME 21972
52-Week high 10.39
52-Week low 3.65
P/E 0.45
Mkt Cap.(Rs cr) 69
Buy Price 4.09
Buy Qty 2000.00
Sell Price 4.17
Sell Qty 969.00

Rolta India Ltd. (ROLTA) - Director Report

Company director report

To

The Members Rolta India Limited

Dear Members

Your Directors are pleased to present the 29th Annual Report on the business& operations of your Company together with Audited Financial Statements &Auditor's Report for the Financial Year ended March 31 2019.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

The Company's financial performance for the year ended March 31 2019 is summarisedbelow:

(Rs in Crores)

Consolidated
Financial year ended March 31 2019 Financial year ended March 31 2018
Revenue
Sales of IT Solutions and Services 2161.29 2860.81
Other Income 10.74 27.29
Total Revenue 2172.03 2888.10
Expenses
Cost of Materials & Technical Sub-contractors 1104.45 1280.46
Employee Benefit Expenses 537.90 576.66
Finance Costs 846.57 616.04
Depreciation and Amortization Expenses 253.17 268.22
Other Expenses 264.69 174.40
Exchange Difference (Gain) / Loss 172.81 16.26
Total Expenses 3179.59 2932.04
Profit / (Loss) before Exceptional items and tax (1007.56) (43.94)
Exceptional Items
Provision cum Write off of Debtors and WIP 3836.37 -
Profit / Loss before Tax (4843.93) ( 43.94)
Tax expense / benefit 1186.51 (61.75)
Profit / (Loss) for the year (3657.42) (105.69)

Results of Operations and the State of Company's Affair

During the financial year 2018-2019 your Company has registered consolidated revenuefor financial year ended March 31 2019 at Rs 2161.29 Crore against Rs 2860.81/- Crorein previous year registering a decrease in Year-on-Year growth of 24.45%. Consolidatedloss after tax for the financial year ended March 31 2019 is Rs (3657.42) Crore asagainst loss of Rs (105.69) Crore in the previous year. The basic Earnings Per Share afterexceptional item and tax for the financial year ended March 31 2019 is Rs (220.66) asagainst previous period Rs (6.41). The basic Earnings Per Share was computed byconsidering the weighted average number of shares outstanding during the period as per theprovisions of ‘Accounting Standard 20' notified under Section 133 of the CompaniesAct 2013 read with Rule 7 of Companies (Accounts) Rule 2014.

Financial performance:

The Financial performance on Standalone basis is as follows:

(Rs in Crores)

Standalone
Financial year ended March 31 2019 Financial year ended March 31 2018
Revenue
Sales of IT Solutions and Services 675.70 1432.81
Other Income 10.04 11.96
Total Revenue 685.74 1444.77
Expenses
Standalone
Financial year ended March 31 2019 Financial year ended March 31 2018
Cost of Materials & Technical Sub-contractors 209.27 563.74
Employee Benefit Expenses 83.83 100.54
Finance Costs 414.37 224.57
Depreciation and Amortization Expenses 99.52 99.91
Other Expenses 64.35 54.69
Exchange Difference (Gain) / Loss 177.78 13.13
Total Expenses 1049.12 1056.58
Profit / (Loss) Before Exceptional Items and Tax (363.38) 388.19
Exceptional Items
US Bond Liability (272.00) 272.00
Provision cum Write off of Debtors 3298.10 -
Profit / (Loss) Before Tax (3389.48) 116.19
Tax Expenses/ Deferred tax assets 894.61 37.45
Profit / (Loss) for the year (2494.87) 153.64

The Company's standalone revenue was Rs 675.70/- Crore for the financial year endedMarch 31 2019 as against Rs 1432.81/- Crore for the previous financial year ended March31 2018 representing (52.84) % decrease. The Profit after tax for the financial yearended March 31 2019 is Rs (2494.87) Crore as against Rs 153.64/- Crore in the previousfinancial year ended March 31 2018 representing a decrease of 1723.84%. The provision cumwrite off of Debtors under exceptional item is mainly because of a large prestigiousproject from a government organisation over which the Company has been working for lastthree (3) financial years to create the Intellectual Properties (IPs) and the revenue sorecognized by the Company in Work in Progress has been written off as the customer hascancelled the project due to budgetary constrain. It may be noted that the Company hadinvested almost Rs 2750/- crore to create the said IPs which are very hi-tech and havetremendous use for many other organisations in domestic as well as international markets.The Company will be able to monetize these IPs through such prospective customers infuture.

The Company's standalone net worth is Rs 1569.81/- crore as on March 31 2019 and Rs4064.85/- crore in March 31 2018. After substantial Write off & provisions ofdebtors during the year currently the book value per share on standalone basis as onMarch 31 2019 is Rs 94.71/- as against Rs 246.59/- as on March 31 2018.

Bond holders holding 25%+ bonds of US$ 200000000 10.75% & US$ 300000000 8.875%had filed a suit on November 15th 2018 with the National Company Law Tribunal(NCLT) Mumbai. The said application for the same is yet to be admitted in NCLT. TheCompany is in the process of negotiations with the Ad Hoc Committee to enter into freshRestructuring Support Agreement (RSA).

A suit under Section 7 of the Insolvency & Bankruptcy Code 2016 was filed by theUnion Bank of India and others before NCLT Mumbai on September 10 2018. On May 01 2019the Hon'ble NCLT passed an order dismissing the Insolvency petition filed by the UnionBank of India and others.

The Company made an announcement on the Stock Exchanges at Bombay Stock Exchange andNational Stock Exchange on May 11 2019 announcing an investment of Rs 5500/- crore by areputed high tech international group "The Streamcast Group". Further inconjunction to this the Company executed Definitive Restructuring Services Agreement (RSA)with Streamcast Group on August 6 2019 under the terms of which Streamcast Group willassist Rolta in repayment and restructuring its liabilities (including providing financialassistance) commencing with immediate effect.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Digital Transformation has emerged as a driver of sweeping change in the world aroundus. It is the integration of digital technology into all areas of a business resulting infundamental changes of how businesses operate and how they deliver value to customers.This digital revolution is being fuelled by technologies such as the Cloud MobilityEnterprise/ Cyber Security Internet of Things (IoT) and Big Data Analytics amongstothers. The annexure of these technologies and the pervasive hyper connected networks isresponsible for the deluge of digital data and is posing major challenges toorganizations. With over 80% of digital data having a locational context adding ageospatial dimension is vital for deeper insights. Globally organizations cutting acrossIndustries are increasingly demanding Digital Transformation solutions to remain relevantand succeed in the Digital Economy.

Rolta has been charting a course to constantly transform itself to remain relevant inthe face of relentlessly changing digital technologies and market needs while remainingfocused on core competencies. The Company continues to make investments in developingdifferentiating Intellectual Property (IP) targeted to this growing demand for DigitalTransformation Solutions.

Rolta with its rare combination of deep Geospatial and Engineering expertise combinedwith its IT process and differentiated IP based software packages has established anenviable track record to help its customers on their Digital Transformation in each of theareas it serves. As a result Rolta has not only retained its competitive edge but at thesame time has been awarded very large multi-million dollar contracts across varied as setintensive industries globally.

India Defence and Security

Rolta continues to be in a leadership position in the Indian Defence and Securitysoftware market of Command and Control (C2) & Intelligence Surveillance andReconnaissance (ISR) and assisting them to us herein their Digital Transformation. TheCompany's world class indigenously developed Military-of-the-Shelf (MOTS) IP has beendeployed and proven operationally across the country. Accordingly Rolta is consideredamongst a handful of highly accomplished Companies that meet the stringent ‘MakeIndia' vision of the Government. Defence Procurement Procedure promulgated by the Ministryof Defence ("MoD") introduced the categorization of "IndigenouslyDesigned Developed and Manufactured (IDDM)"as most preferred category forprocurement to fulfil this vision. As a result Rolta is poised to greatly benefit due toits track record and investments in creating indigenous products and solutions for Indiandefence over last 20 years.

War Gaming: Rolta has developed indigenous software application for Aakrosh theIndian Army's War gaming project for Counter Insurgency and Counter Terrorism (CI/CT)operations. This will meet the Army's need for smart solutions to provide dynamic andcost-effective training by simulating operational and strategic scenarios. It is first ofits kind War gaming solution for training Battalion/Company and Platoon levels of theIndian Army to meet the real challenges being faced by them.

Defence Security: Rolta's indigenous Defence Security Solutions includesworld-class IP of Rolta products. Rolta continues to play a strong role in the DefenceSecurity market in India by providing a full gamut of solutions like Border SecurityManagement Critical Military Infrastructure Protection like Naval Airfield AirforceAirfield Defence Cyber Security Coastal Security Vessel Traffic Management Solution(VTMS) to Army to BSF to Navy to Airforce. Rolta's Indigenous Defence Security Solutionswhich include field proven software like Rolta Command & Control–CriticalInfrastructure™ and Rolta Command & Control–Coastal Security™ have beenrecognized for the significant value they bring to security programs across the nation.These are also accepted in India's ambitious Smart City programs. These IPs are constantlyupgraded to meet newer market demands and in sync with modern technology and platforms.Border Security & Management along 15000 Km of the country's land borders and 7500 Kmof its Coastline presents huge opportunities for Rolta's portfolio of indigenous Command& Control (C2) solutions.

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. Rolta has been successfully leveraging itsGeospatial expertise and proven IP in the areas of Smart Cities and e-Governance. TheCompany has built an enviable portfolio for addressing a wide spectrum of Smart Cityrequirements cutting across Utilities Transportation Environment Land Management PublicWorks Urban Planning Disaster Management and Safety amongst others. These productstypically provide intuitive actionable insights by contextually integrating numerousagency-centric systems while also offering visually rich means of collaboration andcommunication of spatial data. Rolta has deployed till date more than 400 geospatialenabled Smart City projects in various parts of the world across Canada North AmericaEurope Middle East and India.

Enterprise IT Cloud Mobility and Cyber Security Solutions:

Technology advances in Infrastructure solutions are enabling business leaders todrastically reduce the high capital costs associated with IT and disruptive implementationtime as they move into Cloud and hybrid Cloud based solutions. Customers are increasinglylooking for a single vendor capable of designing delivering optimizing and subsequentlymanaging their Enterprise wide solutions. Rolta's focus in the area of Enterprise deliversend-to-end solutions addressing a variety of Enterprise IT Converged System CloudTransformation Mobility and Enterprise/Cyber Security requirements by combining itsinnovative IP and technical skills resulting insignificant success and traction globally.

Big Data Analytics: The Internet of Things (IoT) and Big Data are two emergingtechnologies that are changing the way business is done and is gaining remarkable momentumworld over. It is imperative for organizations embarking on Big Data InformationManagement journey to migrate and consolidate their data and reporting landscape to nextgeneration high performance analytics platforms supporting self-service BI to empowerbusiness users in the digital age while also optimizing their recurring IT costs.Organisations who recognize the fundamental value in this data and learn to extract itwill be able to reap the huge benefits. Rolta's rich heritage of creating an designingdigital repositories enriched with geospatial and engineering data has uniquely positionedthe Company to analyse complex at a patterns and thereby extract deep insights from thedigital data. This is enabling the Company to address the Industry 4.0 Digital enterpriseprograms that process manufacturing industries are embarking on. The Company addresses thefull spectrum of IoT and Big Data analytics maturity journey covering initial advisorydata discovery 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 helping various organizations and government bodies toaccelerate the digital transformation by abstracting the complexities of the nexus oftechnologies such as Geospatial Engineering Big Data Internet of Things Cloud CyberSecurity Mobility and Social Media through Rolta's digital transformation platforms andsolutions built on growing portfolio of IPs and replicable software solutions. Rolta isuniquely leveraging the exceptional combination of IT Geospatial and Engineering domainsaddressing high growth verticals with proven Rolta IP led solutions panning across manyPatents together with 714 registered copyrights for software packages.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended March 312019. No amount has been transferred to reserve during the year. The Company hadtransferred a sum of Rs 7668038/- during the financial year to the Investor Educationand Protection Fund established by the Central Government. The said amount representsUnclaimed Dividend for the financial year 2010-2011 with the Company for a period of 7years from the due date of payment.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2019 was Rs1658913550/- divided into 165891355 equity shares of Rs 10/- each. During the yearunder review the Company has allotted 625000 equity shares of Rs 10/- under ESOP Planto the eligible employees of the Company and its subsidiaries. Further the Company hasnot issued shares with differential voting rights. The Company has not issued sweat equityshares and does not have any scheme to fund its employees to purchase the shares of theCompany.

Pursuant to the Rule 6(5) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company is yet to transfer108764 Equity Shares of Rs 10/- each to Investor Education Protection Fund (IEPF)Account for the Financial Year 2009-10.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(1) of the Companies Act 2013 (‘Act') asamended by the Companies Amendment Act 2017 the extract of Annual Return in Form MGT-9is provided under Annexure-‘D' to this Report. Further pursuant to Section 134(3)(a)of the Act a copy of the Annual Return is uploaded on the website of the Company and theweb link of which is: http://www.rolta.com/wp-content/uploads//pdfs/investor-relations/Annexure-D-MGT-9-03.08.2019.pdf

NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe financial year ended March 31 2019 Nine (9) meetings of the Board were held with aminimum of one meeting in each quarter in a year and not more than one hundred and twentydays has intervened between two consecutive meetings of the Board. For details of themeetings of the Board please refer to the Corporate Governance report which forms partof this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013the Company has established a Vigil Mechanism named Whistle Blower Policy (WBP) to providea formal mechanism to the directors and employees to report their genuine concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct if any. The details of the WBP is explained in the Corporate Governance Reportand also posted on the website of the Company.

Your Company hereby affirms that no complaints were received during the year.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013. The Company reviews the execution of Risk Management Plan andensures its effectiveness including identification evaluating monitoring and minimizingidentifiable risks.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) Board has carried out anannual evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committee(s) after seeking inputs from all the Directorsexcluding the Director being evaluated. The details of the Board evaluation is explainedin 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 Directors Top Management and theirremuneration. The Company's remuneration policy is driven by the success and performanceof the individual employee and the Company. The key objective of this policy is to:

a) guide the Board in relation to appointment and removal of Directors Key ManagerialPersonnel and Top Management.

b) evaluate the performance of the members of the Board and provide necessary report tothe Board for further evaluation of the Board.

c) recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Top Management.

The authority to identify right candidates for the appointment of Top Management isvested with the Chairman & Managing Director. The Human Resource Department willfacilitate in identifying the candidates internally or externally. NRC will consider thecandidates proposed by the Chairman & Managing Director and recommend to the Board forits consideration and appointment in accordance with the applicable provisions of the Actand Rules.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company has been constituted in line with the provisions ofRegulation 18 of the Listing Regulations read with Section 177 of the Companies Act 2013.The members of Audit Committee comprised of Ms. Homai A Daruwalla (Chairperson) Mr.Ramnath Pradeep and Lt. Gen. P P S Bhandari (Retd.). More details of the Audit Committeeare given in the Corporate Governance Report.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Options Plan of the Company Options outstandingat the beginning of the year is 6299881 out of these 1412500 Options have beengranted during the year 5224881 Options have lapsed 625000 Options have beenexercised and 1862500 Options are outstanding at end of the financial year. Theparticulars required under the SEBI (Share Based Employee Benefits) Regulations 2014 areannexed to and forms part of this report as "Annexure – F".

No employee was issued Stock Options during the year equal to or exceeding 1% of theissued capital of the Company at the time of grant.

PREVENTION OF INSIDER TRADING

The Company has formulated a policy for Prevention of Insider Trading with a view toregulate monitor and report trading by its employees and other connected persons incompliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 and the samehas been posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS

i. Statutory Auditors

In the Annual General Meeting (AGM) held on August 20 2016 M/s. N M Raiji & Co.Chartered Accountants have been appointed as Statutory Auditors of the Company for aperiod of Four (4) years to hold office till the conclusion of the AGM to be held in theCalendar year 2020 (subject to ratification by the members at every AGM). AccordinglyM/s. N M Raiji & Co. Statutory Auditor of the Company holds office until theconclusion of the ensuing Annual General Meeting. However the requirement of ratificationof appointment of Statutory Auditors by Members at every Annual General Meeting is omittedby amendment of Companies Act 2013 hence the ratification of appointment is notapplicable.

During the year under review Statutory Auditors have expressed their qualifiedopinion/ remarks in the Audit Report & comments of the Board of Directors are asunder:

"During the year consequent upon default committed by the InternationalSubsidiaries of the Company based in the US UK and UAE viz. Rolta International Inc(RUS) Rolta UK Limited (RUK) and Rolta Middle East FZ LLC (RME) on repayment of loansgiven to them by Foreign Banks against Standby Letter of Credit (SBLC) issued by overseasbranches of the Company's bankers and guaranteed by the Company the repayment of theloans devolved on the Company as the Company's bankers had to honour the invocation of theguarantees by the said lenders. Pursuant thereto the Company recognised a liability toits bankers with a corresponding receivable from each of the subsidiary for which interestwas cross-charged upto March 31 2019. The Company has also has in its books long termexport advances received from the said international subsidiaries. The Company has duringthe year made the following adjustments under an arrangement of assignment in respect ofwhich the deed of assignment is yet to be executed without obtaining necessary permissionfrom the Reserve Bank of India in its books of accounts."

Comments of the Board of Directors:

"The Company has obtained opinion from eminent Legal Advisor as well as fromeminent Chartered Accountant who opined that the adjustments are in compliance with theForeign Exchange Management Act 1999 and need not require prior permission from theReserve Bank of India.

However the auditors did not agree with the views of the opinion given to them andthey deemed it fit to give the qualification."

Further the observations and comments given by Auditors in their Report read togetherwith notes to Accounts are self-explanatory and hence do not call for any further commentsunder Section 134 of the Companies Act 2013 and Rules made thereunder.

ii. Secretarial Audit Report

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed CS Sunita Dubey Practicing Company Secretary as Secretarial Auditor of theCompany to undertake the Secretarial Audit of the Company for the financial year endedMarch 31 2019. The report of the said Secretarial Auditor is enclosed as Annexure E tothis report in form MR-3. The management of the Company shall take necessary actions withrespect to the remuneration aspect to make it good. Other observations areself-explanatory and do not call for any further comments.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with the Accounting Standard 21 notified under Section 133 o f t h e CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rule 2014 form part of the AnnualReport and are reflected in the Consolidated Financial Statements of the Company.

As on March 31 2019 the Company has 3 Indian and 2 overseas Wholly Owned Subsidiariesand 10 step-down overseas subsidiaries. The Company has reorganized its various businessgroups considering emerging business opportunities in the arena of Digital Transformationand Data Analytics. During the year under review the Company has deregistered its stepdown subsidiary namely Rolta Asia Pacific Pty Limited-Australia in accordance with theapplicable local laws. The aforesaid Company is a non-operative Company for long time withno business operations. In the month of May 2019 Rolta Benelux B.V. Netherlands a stepdown subsidiary of the Company has been deregistered in accordance with the local lawssince there were no significant operations in this Company during the past few years.

Section 136 of the Companies Act 2013 has exempted Companies from attaching the annualreports and other particulars of its subsidiary Companies along with the annual report ofthe Company. Accordingly the Annual Reports of the subsidiaries are not attached withthis Annual Report. However statement containing salient features of the financialstatements of subsidiaries as per 129 (3) of the Act is also included in this AnnualReport in form "AOC-1" as "Annexure A." The financial statements ofthe subsidiary Companies are available for inspection of the shareholders at theRegistered 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 of Section 188(1) ofthe Act. Information on transaction with related parties pursuant to Section 134(3) (h) ofthe Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in"Annexure B" in form "AOC-2" and the same forms part of this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY

Your Company does not have any material changes and commitments affecting the financialposition of the Company which have occurred during the end of the financial year of theCompany to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the Financial Year ended March 31 2019 the Company has not accepted anydeposits falling within the ambit of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate system of internal financial control commensurate with itssize and nature of business. Your Company has adopted policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Corporate Harmony Committee (CHC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The policy has been uploaded on thewebsite of the Company.

Your Company hereby affirms that no complaints were received during the year by theCorporate Harmony Committee.

DIRECTORS

Re-appointment

The Members at its Twenty Sixth (26th) Annual General Meeting (AGM) held onAugust 20 2016 had appointed Lt. Gen. K. T. Parnaik (Retd.) designated as a JointManaging Director of the Company for a period of three (3) years with effect from May 302016 liable to retire by rotation on such terms and conditions as approved in the said26thAGM.

Keeping in mind the contributions made by Lt. Gen. K. T. Parnaik (Retd.) towards thegrowth and performance of the Company your Board of Directors at their meeting held onMay 24 2019 have re-appointed Lt. Gen. K. T. Parnaik (Retd.) as Joint Managing Directorof the Company liable to retire by rotation with effect from May 30 2019 subject toapproval of the members at the 29th AGM on the terms and conditions includingremuneration /emoluments as stated in the explanatory note. A brief profile as perRegulation 36(3) of SEBI (LODR) Regulations 2015 is captured in the explanatory note tothe Notice convening the 29th AGM of the Company.

As per Section 149(10) of the Act an Independent Director shall hold office for a termof upto five consecutive years on the board of a Company but shall be eligible forre-appointment on passing a special resolution by the Company for another term of fiveconsecutive years on the Board of the Company. The Independent Directors of the Companywere appointed by the Members at their Twenty Sixth (26th) Annual GeneralMeeting held on August 20 2016. The Independent Directors were appointed for a term ofthree (3) consecutive years not liable to retire by rotation.

Based on the evaluations and recommendations of the Nomination and RemunerationCommittee and in terms of the provisions of Sections 149 152 read with Schedule IV andany other applicable provisions of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) Ms. Homai A. DaruwallaNon-Executive Independent Director Mr. Ramnath Pradeep Non-Executive IndependentDirector and Lt. Gen. Padam Pal Singh Bhandari (Retd.) Non-Executive IndependentDirector being eligible offer themselves for re-appointment as Non-Executive IndependentDirectors not liable to retire by rotation and are proposed to be re-appointed asNon-Executive Independent Directors of the Company for a second term of five and twoconsecutive years as applicable or until they attain the age of 75 years whichever isearlier in the twenty ninth (29th) AGM of the Company scheduled to be held on SaturdaySeptember 28 2019. The tenure of the Non-Executive Directors would be as follows;

Name of Independent Director Date of Appointment
From To
Ms. Homai A. Daruwalla July 15 2019 July 14 2024
Mr. Ramnath Pradeep June 17 2019 June 16 2024
Lt. Gen. Padam Pal Singh Bhandari (Retd.) July 15 2019 July 14 2021

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "Annexure H" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The policy is available on thewebsite of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo prescribed under Section 134 (3) (m) of the Companies Act 2013 readwith 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's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read 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 Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees 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

No orders were passed by the regulators or courts or tribunals during the year underreview.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report. The requisite certificate from the Secretarial Auditor ofthe Company confirming compliance with the conditions of corporate governance is attachedto the report on Corporate Governance.

HUMAN RESOURCES

Rolta considers human resources as a strong function which supports business deliveryand performance with its ability in attracting developing motivating and retainingtalent. The Company's endeavor is to provide a work environment that encourages a positiveattitude and superior performance. Human Resource policies of the Company are businessfocused and employee friendly providing employees with opportunities to growprofessionally as well as personally.

ACKNOWLEDGMENTS

The Board of Directors wishes to express its sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia concerned State Governments and other authorities for their consistent support andco-operation for its success.

Your Directors appreciate contributions made by the Roltaites (employees) at all thelevels worldwide and acknowledge their hard work and dedication in ensuring that theCompany consistently performs well.

For an on behalf of the Board of Directors

Mumbai Kamal K Singh
August 12 2019 Chairman & Managing Director