Your Directors are pleased to present their report on the business and operations ofyour Company together with the Audited Statement of Accounts and the Auditors Reportfor the financial year ended June 30, 2013. The Financial Highlights for the year underreview are as given below:
(in rs Crore)
| ||Consolidated |
| ||Financial Year ended June 30, 2013 ||Financial Year ended June 30, 2012 |
|Revenue || || |
|Sales of IT Solutions and Services ||2,178.78 ||1,828.79 |
|Other Income ||38.96 ||36.18 |
|Total Revenue ||2,217.74 ||1,864.97 |
|Expenses || || |
|Cost of Materials ||457.72 ||266.32 |
|Employee Benefit Expenses ||618.65 ||542.70 |
|Finance Costs ||221.76 ||113.97 |
|Depreciation and Amortization Expenses ||372.61 ||443.29 |
|Other Expenses ||228.42 ||212.95 |
|Total Expenses ||1,899.15 ||1,579.23 |
|Profit / (Loss) Before Exceptional Items and Tax ||318.59 ||285.74 |
|Exceptional Items || || |
|Less: Additional Depreciation due to change in Estimates ||1,153.68 ||-- |
|Profit / (Loss) Before Tax ||(835.09) ||285.74 |
|Tax Expenses ||4.14 ||43.45 |
|Profit / (Loss) for the year before Minority Interest ||(839.23) ||242.29 |
|Minority Interest ||0.04 ||0.05 |
|Profit / (Loss) for the year ||(839.19) ||242.34 |
The Company has been constantly moving up the value chain with a focus on deliveringhigh-value, enterprise-wide solutions and services in India and in the internationalmarkets. During the year, the Company brought on a board number of senior executives inall geographies. These inductions are a part of Roltas transformation from aservices-centric Company to one that is now delivering high-value consulting services andsophisticated solutions based on its own IP.
The Companys total consolidated revenue for the year 2012-13 was ` 2,178.78Crore, representing a growth of 19.1% (` 1,828.79 Crore for the previous year endedJune 30, 2012). Revenue growth in our business was driven by increased sales of Enterpriselevel solutions incorporating Roltas own IP and products that employ enterpriseapplication integration (EAI) software, services oriented architecture (SOA), businessintelligence software, cloud computing and also due to the acquisition of AdvizeX duringthe year.
The Profit before exceptional items and tax in the year ended 30th June, 2013 was `318.59 Crore as against ` 285.74 Crore in the year ended 30th June, 2012. This representsan increase of 11.5%. Profit after tax in the year ended 30th June, 2013 was ` 839.19(Loss) Crore (including exceptional items) as against ` 242.34 Crore in the year ended30th June, 2012. This represents decline of 446.3%. However without consideringexceptional item Profit after tax in the year ended 30th June 2013 was ` 314.49 Crore asagainst ` 242.34 Crore in previous year representing growth of 29.8%.
During the year as a matter of prudence and to align depreciation policy with thecurrent replacement cycle taking into consideration various factors such as technologyup-gradation and industry best practices, the Company has revised the estimated usefullife of all assets. The useful life of Computer Systems is now estimated at 2-6 yearsagainst 4-10 years earlier, Other Equipment at 10 years against 20 years earlier,Furniture & Fixtures at 10 years against 15 years earlier and Vehicles at 5 yearsagainst 10 years earlier. Consequent to the above, there is an additional charge fordepreciation during the year amounting to ` 1,153.68 Crore which is shown as anexceptional item. Further consequent to this profit for the year (after exceptional item)is lower by ` 1,153.68 Crore. However, this has no impact on operating profits as well ascashflow for the year ended June 30, 2013. Further to disclose the fair value of Freehold& Leasehold Land, the Company has revalued these assets by ` 1,057.10 Crore based onindependent valuations and an equivalent amount has been credited to the RevaluationReserve Account. This revaluation has no impact on P&L for the year and the net impacton reserves after considering change in estimate & revaluation of assets is ` 96.58Crore.
The basic Earnings Per Share before exceptional item and tax for the year ended June 302013 was ` 19.49 and after exceptional item and tax for the year was ` (52.02), computedby considering the weighted average number of shares outstanding during the year as perthe provisions of Accounting Standard -AS-20 issued by the Institute ofChartered Accountants of India.
The Companys net worth increased to ` 1,939.01 Crore as on June 30, 2013 from `1,919.77 Crore in June 2012, reflecting the inherent strength of the Company. The bookvalue per share as on June 30, 2013 is ` 120.19 as against ` 119.00 at the end of June 30,2012.
The Companys standalone revenue declined to ` 1,310.94 Crore for the year endedJune 30, 2013 as against ` 1,468.07 Crore in the previous year. During the year Companyfurther transformed its business by moving up the value chain & focusing on solutionsales based on Companys own IP. In this process, Company has consciously moved awayfrom the low end services due to which the revenue for the year ended June 30, 2013 wasslightly low.
The Profit before exceptional item and tax in the year ended 30th June, 2013 was `417.18 Crore as against ` 360.66 Crore in the year ended 30th June, 2012 representing anincrease of 15.7%. Profit after tax in the year ended 30th June, 2013 was (` 737.43) Crore(including exceptional item) as against ` 327.34 Crore in the year ended 30th June, 2012representing a decline of 325.3%. However without considering exceptional items Profitafter Tax in the year ended 30th June 2013 was ` 415.29 Crore as against ` 327.34Crore in previous year representing growth of 26.9%.
| ||Standalone |
| ||Financial Year ended June 30, 2013 ||Financial Year ended June 30, 2012 |
|Revenue || || |
|Sales of IT Solutions and Services ||1,310.94 ||1,468.07 |
|Other Income ||34.56 ||35.84 |
|Total Revenue ||1,345.50 ||1,503.91 |
|Expenses || || |
|Cost of Materials ||67.18 ||257.82 |
|Employee Benefit Expenses ||216.19 ||209.98 |
|Finance Costs ||192.46 ||103.70 |
|Depreciation and Amortization Expenses ||359.95 ||433.61 |
|Other Expenses ||92.54 ||138.14 |
|Total Expenses ||928.32 ||1,143.25 |
|Profit / (Loss) Before Exceptional Items and Tax Exceptional Items ||417.18 ||360.66 |
|Less: Additional Depreciation due to change in Estimates ||1,152.72 ||-- |
|Profit / (Loss) Before Tax ||(735.54) ||360.66 |
|Tax Expenses ||1.89 ||33.32 |
|Profit / (Loss) for the year ||(737.43) ||327.34 |
Consolidated Financial Results under International Financial Reporting Standards (IFRS)
In continuation of its pursuit of high standards of corporate governance, and toprovide transparent and additional information in compliance with the regulation of theLondon Stock Exchange wherein the Companys GDRs have been listed, the Company hasalso prepared its Consolidated Accounts for the year ended June 30, 2013 drawn under theInternational Financial Reporting Standards (IFRS), duly audited in accordance withInternational Standards on Auditing by M/s Grant Thornton, a leading InternationalAccounting firm.
As per the consolidated accounts drawn under IFRS, the Company recorded revenues of `2,178.78 Crore for the financial year ended June 30, 2013, whilst the net profit/(loss)after tax and other comprehensive income for the year was `(73.33) Crore.
The difference in the net profit as arrived under the Generally Accepted AccountingPractices in India, and net profit under IFRS was ` 765.90 Crore mainly on account of thefollowing factors: variation in the method of accounting for depreciation/ amortizationamounting to` (12.29) Crore, Share based payments to employees ` (0.01) Crore, Reversal ofExchange Difference Capitalised and loss on long term foreign currency monetary item asper AS 11 ` (95.90) Crore; Interest swaps ` 14.09 Crore, Revaluation of land ` 1,059.68Crore and deferred taxation ` (199.67) Crore.
Subsidiary Raises US$ 200 Million
Rolta, LLC, a step down wholly- owned subsidiary, offered 10.75% Senior Notesaggregating US$ 200 Mn in the international market. This offering was oversubscribed by 2times, with demand from a high quality investor base (over 70 accounts globally), splitamong asset managers (72%), banks (10%), and retail accounts (18%). The offering waswell-subscribed across geographies, with Asia contributing 47% of the demand, and UScontributing 43% of the demand. European investors accounted for 10% of the demand.
The Notes have a tenure of 5 years and are guaranteed by Rolta India Limited and itssubsidiaries, Rolta International, Inc., Rolta Middle East FZ-LLC, and Rolta U.K. Ltd. TheNotes have been rated as BB- by Standard & Poor (S&P) and BB- by Fitch. Theproceeds from the Notes will be used for refinancing existing debt, to meet workingcapital requirements and for general corporate purposes. The Notes have been listed on theSingapore Exchange Securities Trading Ltd. (SGX-ST).
Your Directors are pleased to recommend dividend of ` 3.00 per share. The total quantumof dividend, if approved by members, will be ` 48.40 Crore, while approximately ` 8.23Crore will be paid by the Company towards dividend tax and surcharge on the same. Dividendin the hands of the shareholders will be tax-free.
The Register of Members and share transfer books will remain closed from 12th November,2013 to 15th November, 2013, both days inclusive. The dividend will be paid to thoseshareholders whose names appear on the Register of Members of the Company on 11thNovember, 2013.
The Consolidated Financial Statements of the Company along with those of itssubsidiaries prepared as per Accounting Standards AS-21 of the Institute of CharteredAccountants of India form a part of the Annual Report. Pursuant to a General Circular no.2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs has provided anexemption from complying with Section 212 provided such companies publish the auditedconsolidated financial statements in the Annual Report. Accordingly, the Annual Report2012-13 does not contain the financial statements of our subsidiaries. The audited annualaccounts and related information of our subsidiaries, where applicable, will be madeavailable upon request. These documents will also be kept for inspection by anyshareholders during business hours in the Registered office of the Company at Mumbai.
The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, are also annexed and form a part of this report.
BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
As the world limps back to normalcy, global IT-BPM (Information Technology - BusinessProcess Management earlier known as BPO) spend is also seem improving. NASSCOM estimatesthat technology spends are likely to increase by 6% in 2013 to touch nearly US$ 2trillion. Whereas Indias IT-BPM is estimated to grow between 13% to 15% in FY 2014to reach US$ 106 to 111 billion.
The Company continues to sustain the dominant position in the Indian Defence &Security markets. This is an outcome of the Companys continued investments indeveloping world-class and customer centric solutions, in this segment. Rolta is one ofthe very few companies, to have been selected for the indigenous production of Defencesolutions, in the country, under the Make category. Rolta continues to furtherdevelop and enhance the traditional Defence C3ISR applications, the expanded portfolio ofsolutions for addressing the complete sensor-to-shooter chain, has alsopositioned it very favorably for a large number of upcoming and on-going high-valueDefence modernization programs, such as, Battlefield Management Systems, Software DefinedRadios, Optronics, Border Management, IMINT Generation, etc. The Company is alsoimplementing many hi-tech projects, such as a sophisticated C2 systems for Tri-services, astate-of-the-art communications grid, for providing navigation and meteorologicalinformation across the countrys coastline and has also been awarded hi-tech projectsfor simulating war games with operational scenarios.
In the Indian Security sector, the Company continues to maintain a leadership positionin the Indian Homeland Security business. Roltas cutting-edge technologies and deepdomain expertise in the Home Land Security Domain have enabled it to field uniquesolutions for a number of large and high value upcoming national and state level programssuch as, CCTNS, Safe City, Critical Infrastructure Protection, NATGRID and Phase II of theCCTNS.
In the Geospatial segment, the Company continues to build and deploy innovativesolutions on its IPs, such as, Rolta GeomaticaTM & Geospatial FusionTM,for a variety of applications. The Company now delivers solutions that drive BusinessIntelligence and Enterprise Integration for far greater value-addition, built around theRolta IP, such as Rolta Geospatial Fusion , Rolta GeoAssets , Rolta OnPoint , RoltaOnPoint Mobile and Rolta Photogrammetry Suite . These are being exploited for modelingurban environment, transportation corridors, land record management, mapping flood proneplains, assessing geological hazards, crop monitoring, watershed management, etc. Thisapproach has resulted in orders from a large number of programs, such as JnNURM, NLRMP andvarious states for management of scarce resources, like ground water, World Bank fundedproject for high-end mapping, in Andhra Pradesh and the National eGovernance Plan acrossthe country.
While the Company is strongly positioned in its traditional areas of business inGeospatial Defence, its capabilities have strengthened significantly. As a result theCompany today serves markets that are much larger than ever before.
In the emerging markets such as MENA (Middle East & North Africa) the Company hasseen success for creating and analyzing a complex digital spatial database, mapping anddeveloping production and workflow system, decision Support System for complexhydro-geology applications, intricate traffic and environment management solutions andsoil mapping and analysis solutions using Rolta IPs.
The Companys EITS portfolio of products and services now covers cutting-edgeapplications like Big Data analytics, Mobility, Business Intelligence (BI), SoftwareDefined Infrastructure, and Cloud Computing. These are enabling the Company to penetrate amuch wider market with differentiated solutions that leverage Rolta IP, including RoltaiPerspective , Rolta GeoBI , Rolta CFO Impact , Rolta HyJump and Rolta Advisor . TheCompany has also won numerous contracts for development and deployment of BusinessIntelligence/Analytics and Enterprise Performance Management (EPM) solutions for customersin diverse verticals, including Utilities, Retail and Healthcare, Energy, Government, andFinancial Services. The Company has experienced demand in the Energy and Petrochemicalverticals with its Business Intelligence & Analytics solution platform, Rolta OneView. Rolta IP has been accepted as one-of-a-kind and world-class with acknowledgements fromleading consultants and world leaders like SAP.
In the Engineering Design and Automation segment, Rolta enjoys a dominant market sharein India. The Company provides comprehensive solutions to EPCs and plant Owner- Operators,covering the entire gamut of concept to completion and for ongoing operationswhile enjoying a dominant market share in India. In addition to Engineering Design, Roltasolutions for Engineering, Procurement & Construction management are gaining rapidacceptance, with large contracts from Indias leading public & private Oil &Gas Companies for such solutions, Rolta OneView Enterprise Suite is an innovative BIsolution with field proven benefits for plant operators to significantly improveoperational efficiencies and reliability.
The Companys unique ability in providing innovative solutions has resulted inbecoming a market leader in its carefully selected business segments in India and a majorplayer worldwide. Rolta has been recognized globally and conferred with accolades andawards from agencies worldwide, for its outstanding business performance.
The Companys approach in positioning its IPRs combined with its rich ITexperience and deep domain knowledge, in the areas of Defence, Security, Geospatial andEngineering continued to help it build a healthy order book and sales pipeline, year afteryear. This has resulted in a solid non-linear business model and increasing annuity andIPR led revenue.
To further strengthen its business and offerings, the Company continues to acquirecompanies, key technologies and assets of reputed companies. Worldwide, the Company, withits innovative and high performance BI solutions, is a Worldwide Platinum Partner ofOracle, Global Strategic partner of SAP, Exclusive Partnership with Hexagon of defencesector in India and Gold partner of ESRI, Microsoft. Additionally, in the Defence &Security domain, the Company has established many strategic partnerships withworld-leading Companies, like joint venture Thales (France), Selex Elsag (Italy), Qioptiq(UK), Cobham (UK), NESS (Israel), Controp (Israel), Aselsan (Turkey), Karel (Turkey) andTransvaro (Turkey).
The Company has been able to leverage its strategy of building cutting-edge solutionsaround its own IP. This has paid rich dividends and resulted in increased business,improving the Companys position further, in the markets it serves. The Company is ina position of remarkable strength, in the select high growth verticals of Infrastructure,Government, Transportation, Utilities, Telecom & Power, Oil & Gas, Petrochemicals,Banking & Insurance, Manufacturing, Retail & Healthcare, and Defence &Security. These verticals are covered by both business groups viz. Enterprise GlobalEngineering Services (EGES) and Enterprise IT Products and Solutions (EITS).
CORPORATE SOCIAL RESPONSIBILITY
The Ministry of Corporate Affairs, released a set of voluntary guidelines on CorporateSocial Responsibility (CSR) in December 2009. The Company is proactively practicing theguidelines laid down. Some of the activities carried out by the Company as a part of itsCSR initiatives are briefly described separately in the Annual Report.
Rolta continues to be committed to good corporate governance aligned with the bestpractices. It has complied with all the standards set out by SEBI and the Stock Exchanges.
A separate Report on Corporate Governance along with AuditorsCertificate oncompliance with the conditions of Corporate Governance as per Clause 49 of the ListingAgreement with the Stock Exchanges is provided as a part of this Annual Report, besidesthe Management Discussion and Analysis, Risk Management and Shareholders Information.
The Company has achieved dematerialization of 98.22% of its equity shares held in theelectronic mode with NSDL and CDSL.
In order to expedite the process of share transfer and in line with Clause 49 of theListing Agreement, the Company has delegated the power of share transfer to R&T AgentM/s. Link Intime India Pvt. Ltd. Rolta accords high priority to thedissemination of information to investors by posting its Annual Report, Quarterly Results,and Press Releases on its website. The Company has initiated various otherinvestor-friendly measures as elaborated elsewhere in the Annual Report.
The People Process is at the heart of Roltas success story. We take great pridein our human capital and continue to attract the best Talent from across the industry. Wehave been ranked as the Employer of Choice by our employees and we continue to deliver onour brand promise.
Rolta lays a great emphasis on work-life balance, career advancement and growthopportunities for all Roltaites. We have introduced the Flexi work timings and innovativerewards and recognition schemes to enable Roltaites to deliver their best and take care oftheir personal commitments as well.
We focus on providing continuous learning and career growth opportunities to allRoltaites through technical, functional and behavioral trainings thus enabling our Talentto stay abreast of the latest in the industry. We care for our employees and our annualhealth checkup is a positive step towards this philosophy. Rolta believes in creating anempowered work culture and we also continue to be amongst the best pay masters in theindustry.
Our unique initiatives are appreciated by Roltaites and the Industry at large. We havereceived the award for Innovation in HR from the World HRD congress 2013 and we continueto retain the 2nd position in the 2012 Dataquest CMR Survey of Best Employers in the ITSector. We have retained our position among the Top 5 Best Employers for the fifth year ina row which indicates Roltas continuous commitment and focus in creating anempowering, caring, balanced, enjoyable and people focused workplace.
The Company has an Employee Stock Option Plan in accordance with the guidelines issuedby SEBI. The details of the options granted and outstanding up to June 30, 2013, asrequired by clause 12 of the SEBI (Employees Stock Option Scheme and Employees StockPurchase Scheme) Guidelines, 1999, are set out in the Annexure II to this Report.
PARTICULARS OF EMPLOYEES
Information as required under section 217(2A) of the Companies Act 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended forms part of this report.However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, theReport and Accounts are being sent excluding the statement containing the particulars tobe provided under section 217(2A) of the Companies Act, 1956. Any member interested inobtaining such particulars may write to the Company Secretary for a copy thereof.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 217 (2AA) of the Companies Act, 1956 your Directors confirmthat;
In the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanations regarding material departures, if any.
The Directors had selected such accounting policies and applied them consistently, andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 2012-13 andof the profit/loss of the Company for that financial year.
The Directors 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.
The Directors have prepared the Annual Accounts on a going concern basis.
The Company has adequate internal systems and controls in place to ensure compliance oflaws applicable to the Company.
The Company has not accepted any deposits and, as such, no amount of principal orinterest was outstanding on the date of the Balance Sheet.
TRANSFER OF UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, thedividends declared by the Company on equity shares, which have remained unclaimed for aperiod of seven years, have been transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by the Central Government pursuant toSection 205C of the said Act. Last such unclaimed Dividend amount of ` 41,81,568/- for thefinancial year 2004-05 was transferred on January 3, 2013 The unclaimed Dividend amountfor the next financial year 2005-06, will be transferred in the month of January, 2014.
The Board of Directors of the Company is broad based and comprises of individuals drawnfrom various fields. In terms of the Corporate Governance norms the Board of the Companycomprises 11 Directors, 6 of whom are Independent Directors.
In accordance with the provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. T C Venkat Subramanian, Mr. R R Kumar and Mr. A P Singhare due to retire by rotation in the forthcoming Annual General Meeting. Mr. T CVenkat Subramanian offered himself for re-appointment and being eligible, the Boardrecommends his re-appointment. Mr. R R Kumar and Mr. A P Singh the retiring director/s didnot offer for re-appointment. The Board placed on record its deep appreciation forthe valuable services rendered by Mr. R R Kumar and Mr. A P Singh during their respectivetenure of service with the Company respectively.
During the Year Mr. M V Nair was inducted into the Board as Additional Director and Ms.Preetha Pulusani was appointed as Director in casual vacancy caused by resignation of Mr.Benedict Eazzetta. The Board placed on record its deep appreciation for the valuableservices rendered by Mr. Benedict Eazzetta. In accordance with provisions of Section 257of the Companies Act 1956 Mr. M V Nair will hold office upto the date of the ensuingAnnual General Meeting. The Company has received a special notice for considering hisappointment as Director of your Company. The Board recommends his appointment.
It is proposed to appoint M/s. Walker, Chandiok & Co. Chartered Accounts asStatutory Auditors of the Company and they have confirmed their eligibility andwillingness to accept office, if so appointed. The recently enacted Companies Act, 2013has inserted the provision of rotation of auditors and in anticipation of the provisionbeing made effective, Board of Directors feels the rotation of Auditors at the ensuingAnnual General Meeting would be more appropriate and hence recommends the appointment ofM/s. Walker, Chandiok & Co. as Statutory Auditors of the Company in place of retiringAuditors M/s. Khandelwal Jain & Co. Mumbai.
Your Directors thank all the shareholders, customers, vendors, other business partners,Joint Venture Partner and banks for the support extended by them. We also thank theCentral Government, the concerned State Governments and other Government authorities fortheir support.
Your Directors also wish to place on record their appreciation of the contribution madeby Roltaites at all levels but for whose hard work, solidarity and support yourCompanys consistent growth would not have been possible.
| ||For and on behalf of the Board of Directors, |
|Mumbai ||Kamal K Singh |
|24th October, 2013 ||Chairman & Managing Director |
Annexure to Directors' Report
Annexure I to Directors Report
A. CONSERVATION OF ENERGY
In view of the nature of activities that are being carried on by the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 concerning conservation of energy are not applicable to theCompany. Rolta being an IT Company requires minimal energy consumption and does not usemotive power. However, every effort is made to ensure that energy efficient equipment isused to avoid wastage and conserve energy, as far as possible.
B. RESEARCH & DEVELOPMENT (R&D)
Rolta continues to invest on its research and development to provide innovative,insightful and impactful IP led solutions. It pioneers on providing IP led Products andindustry rich solutions in next generation technologies that includes Big Data, BI &Analytics, Cloud, Enterprise Applications, Financial Analytics, Geospatial and AdvancedImage processing, security for focused verticals that include Oil & Gas,Petrochemicals, Power, Manufacturing, BFSI, Healthcare, Retail, Defence and Safety,Government, Telecom, Transportation etc. With more than 50 innovative products andhundreds of field proven solutions deployed globally across 40+ countries, Rolta leads theIT 3.0 wave from India to global markets. IP-based approach helps ensure innovativesolutions delivery that exceeds customer expectations while protecting margins fromcompetitive pressures.
Roltas Center of Excellence groups have been bringing in significantcomprehensive industry rich solutions, based on its own IP as well as technologies fromits strategic partners, which have brought ever increasing value to its stakeholders. TheCompany has succeeded in earmarking itself as a high-end global collaborative softwareproduct engineering organization with latest products, integrated solutions sets, tools,highly mature processes and world-class infrastructure. Rolta has established world classSoftware Development & Research Center and Global Delivery excellence centers inMumbai, Gurgaon, Hyderabad, Bangalore, Chicago, Atlanta, Toronto and Cleaveland. With itsaugmented infrastructure and globally stronger brand-recognition, Rolta has beenattracting some of the most sought-after manpower talent and thought leaders across theworld. Some examples of the recent advances made by Rolta R&D Initiatives include
Rolta OneViewTM Enterprise Intelligence Solution Suite: Rolta provides acomprehensive solution for BI and Big Data Analytics comprising Rolta OneViewTM, Rolta iPerspective Suite , Rolta SmartMigrate , Rolta Rapid HANA and Rolta Data Advizor. Rolta OneViewTM Enterprise Intelligence Solution Suite brings unique businessvalue through role-based actionable insights and co-related operational and businessintelligence, which helps informed decisions and strive operational excellence andbusiness transformation. It covers the entire spectrum of BI and Big Data Analytics whichinclude historical, agile, real time and predictive analytics. The solution foot print hasexpanded significantly with wider technology and industry coverage with its pre-builtindustry rich knowledge models, pre-built BI and Big Data analytics and OT-IT Integrationplatform that brings faster ROI and payback to the customers. It combines the corecapabilities of Information Technology with Engineering and Geospatial InformationSystems. Rolta OneView simplifies the information complexity in the enterprise byproviding loosely coupled, yet comprehensive integration across the operation and businesssystems with Integrate-Analyze-Deliver approach built leveraging best of breedplatforms. It provides a 360 degree view of the enterprise and drive operationalexcellence. Rolta OneView industry-specific domain knowledge models have evolvedsignificantly for various Verticals including but not limited to Oil & Gas,Refineries, Petrochemicals & Chemicals, Process Industries, Utilities, DiscreteManufacturing, Transportation, Government etc. These models cover a wide spectrum ofcross-functional areas including Operations, Maintenance, Reliability, Health and Safety,Finance, Human Resources, Corporate Sustainability, Sales & Marketing, Supply Chain,etc. in achieving operational integrity and integrated actionable insights.
Rolta iPerspective Suite has been further strengthened with key innovations aroundBigData, In-memory data platform and Predictive Analytics. It consists of the followingRolta IPs: Rolta iPerspective Integrate , Rolta iPerspective Secure , Rolta iPerspectiveAnalytics , Rolta Rapid HANA and Rolta SmartMigrate . Rolta SmartMigrate is a recentinnovation that uses a unique approach of accelerating the migration of BI platform Data,Analytics and Reporting layers from any platform to best of the breed BI platformsincluding in-memory platforms like HANA. Rapid HANA enables easy integration ofBigData from structured/ semi structured / unstructured data on a real time and near realtime from variety of source systems for high performance analytics. It allows creatingsolution specific efficient data models within HANA and populating large volume of datathat can be consumed by Roltas Solutions which work on HANA such as Rolta OneView ,Rolta Geospatial Fusion Suite or other applications that leverages the database platformcapabilities of SAP HANA including in-memory analytics and high performance analytics.Rolta Rapid HANA and Rolta SmartMigrate drastically reduce both effort and time requiredin integration and migration process.
Rolta OT/IT Integration Suite, a new innovation of this year, provides acomprehensive solution to integrate the Operational and IT networks to achieve integratedand correlated data model and build processes and analytics. It embeds Rolta iPerspectiveEnterprise Suite and additionally provides Data Quality, Data Governance and SecurityGovernance across IT and OT systems.
Rolta Advizor provides a systematic approach to define the roadmap forBigData, Security, Cloud, Mobility etc to define ROI driven solution for ITtransformation.
Rolta Geospatial Fusion Suite has also been strengthened with significantaddition of IP and rich solutions for Spatial enabled BI, Asset management, Geo Cloud andGeo Mobility. It now provides comprehensive solution for Geospatial and IT integration. Itis comprehensive spatial integration product suite and platform that supports numerouseasy configurable business functions and processes for many verticals such as PublicWorks, Utility, Government, Transportation, Oil and Gas, Process Manufacturing, Defenceand Homeland Security etc. Rolta Geospatial Fusion Suite now consists of rich set of RoltaIPs / Products which includes Rolta OnPoint , Rolta GeoBI , Rolta GeoAssets , RoltaGeoSecurity , Rolta OnField and Rolta GeoCloud .
Rolta OnPoint enables the rapid publishing of location-based services thatare secure and cross-platform compatible. OnPoint puts more power and flexibility inusers hands and delivers increased functionality to dramatically improve the supportof business processes across a diverse range of functions. Rolta GeoBI - provides BusinessAnalytics with spatial context for effective decision making. It geo-enabled technologyframework for rapid creation and deployment spatially enabled Executive Dashboards fusingdisparate spatial and non-spatial business data. Rolta GeoAssets , is a rich web basedasset and workflow management product that provides a centralized view of the assetinformation collated from various systems enabling effective asset management andmaintenance. Rolta GeoAssets provides the ability to spatially track asset investment andasset condition over time, for both an individual asset and on network basis. The productenables better CAPEX planning, more proactive asset maintenance resulting in significantfinancial savings. Rolta GeoSecurity - provides geo enabled crime and Accident/Incidentanalytics capabilities. It provides geospatial enabled dashboards that make crime dataavailable quickly and in an easy-to-read format. With multi-level visualizations, one candraw mission-critical conclusions in a shorter period of time. Rolta OnPoint Mobile andOnField - provides connected and disconnected mobility of geospatial applications.
Rolta Safety Solution Suite has been significantly enhanced to strengthen thesolution for not just domestic markets, but also global security, safety and smart citymarkets. It provides comprehensive security and safety solution for Home land security,critical infrastructure protection, emergency response system etc. It consists of RoltaGeoCAD and Rolta Command and Control products that embeds significant domain expertise andSOPs for diverse set of safety and security requirements. Rolta GeoCAD is anadvanced Computer Aided Dispatch (CAD) product for public safety like Police, Fire,Medical and other Emergency Response agencies to provide better, faster emergencyservices, by enabling the efficient management of response resources and effective datasharing between multiple agencies and regions. It provides seamless integration with GISmaps allowing emergency response agencies to record locate and respond to distress callsfrom within a Geospatially enabled environment. Rolta Command & Control is a web-basedsituational awareness product for mission critical systems like Port Security, CoastalSurveillance, Maritime Security, Critical Infrastructure Protection, and Border Security.It provides collaborative situation awareness and data analysis for taking actionableintelligence. By integrating various sensor systems for automated surveillance and threatidentification, Rolta Command and Control effectively reduces the time-lag between theevent occurrence and responders (and security agencies) by providing an effective nearreal-time information delivery mechanism for the rapid response.
Rolta Imagery Suite has significantly evolved this year both in terms ofricher functionalities as well as user experience. It consists of Rolta Photogrammetry,Imaging and 3D Analysis products that provide comprehensive solution for publishing GISdata and advanced image processing. Rolta Photogrammetry Suite helps capture 3-Dland features and digital terrain models and also enables the generation of ortho-photosand other vital geographic data with accuracy. It supports Data Exploitation, DataCreation and Data Distribution. It provides robust tools to capture 3-D land features,digital terrain models, generate ortho-photos and other geographic data. It is aversatile, accurate and cost-effective production workflow oriented stereo softcopysystem. It addresses a broad range of Geospatial imaging applications. Rolta ImagingSuite provide complete solution for desktop image processing and analysis, advancedremote sensing and image processing, high-performance computing of geospatial intelligenceetc. Rolta 3D Analysis and Visualization Suite provides accurate assessment ofTerrain Conditions through customized solution for advanced 3D visualization and analysisof all types of terrain, enabling planners to optimize the deployment of their troops.Rolta Software for Walk Thru provides advanced 3D Visualization and Analysis toolsfor planning operations in all types of terrain. This solution has the ability to createrealistic interpretations by 3D rendering and Fly Through. Rolta Terrain Analyst helpscreating, editing and analysing surfaces, contours and elevation 3D data models.
Since the mid-nineties, Ministry of Science & Technology of the Government of Indiahas accorded recognition to Roltas in-house R&D facilities. Rolta is the firstto get certified with HFI level 5 Usability Engineering team in addition to its highestLevel 5 of SEIs Capability Maturity Model IntegrationR DEV (CMMIR) version 1.3 forits Software Application Development and Maintenance. Roltas IP led solutions haveincreased significant value propositions for customers and partners globally that has beenevident by significant increase in larger turnkey projects, Customer Satisfaction Scoresas well as awards from strategic partners such as SAP, Oracle, HP, EMC, VMware, ESRI,Intergraph etc. Rolta now has state-of-the-art COE labs for Cloud, BigData, Analytics,Defence and Safety Solutions, Usability etc. Rolta has also modernized its Global IT andcommunication infrastructure for its manifold growth globally with next generationtechnologies such as Rolta Private Cloud, Virtual Data Canter, sophisticated BusinessContinuity Planning and Disaster Recovery system and recently won the IT Transformer Award2013.
(in rs Crore)
|5. Expenditure on R & D ||Year ended 30th June 2013 ||Year ended 30th June 2012 |
|Capital Expenditure ||118.05 ||73.69 |
|Revenue Expenditure || || |
|-In India ||56.36 ||45.60 |
|-Overseas ||11.11 ||16.81 |
| ||67.47 ||62.41 |
|Total ||185.52 ||136.10 |
|Total R & D expenditure as a percentage of total turnover ||8.5% ||7.4% |
C. FOREIGN EXCHANGE EARNINGS & OUTGO
The information on foreign exchange earnings and outgo is contained in the notes to theaccounts at Note No. 37.
Annexure II to the Report of the Directors
Statement as at June 30, 2013, pursuant to Clause 12 (Disclosure in the DirectorsReport) of the Securities Exchange Board of India (Employee Stock Option Scheme)Guidelines, 1999.
|Description ||ESOP Grant- FY 2006-07 ||ESOP Grant FY 2009-10 ||ESOP Grant FY 2010-11 ||ESOP Grant FY 2011-12 ||ESOP Grant FY 2012-13 |
|a) Options granted ||14,27,500 options granted by the Company on April 24, 2007 at the exercise price of ` 419.70 per share (` 209.85 ex-bonus) ||a) 59,89,500 options at `145.15 per share on August 10, 2009 ||a) 3,05,000 options at `155.55 per share on December 8, 2010 ||a) 2,20,000 options at ` 81.55 per share on November 1, 2011 ||61,00,000 options at ` 10/- per share on January 1, 2013 |
| || ||b) 15,000 options at `174.15 per share on October 6, 2009 ||b) 1,65,000 options at `147.90 per share on April 20, 2011 || || |
|b) Pricing formula ||Options have been granted at the closing market price of the Equity shares of the Company on the Stock Exchange, Mumbai, on the date of Grant. ||Options have been granted at the closing market price of the Equity shares of the Company on National Stock Exchange, on the date of Grant. ||Options have been granted at the closing market price of the Equity shares of the Company on National Stock Exchange, on the date of Grant. ||Options have been granted at the closing market price of the Equity shares of the Company on National Stock Exchange, on the date of Grant. ||Options have been granted at ` 10/- |
|c) Options vested ||7,11,875 options have vested in three tranches with effect from April 24, 2009. ||38,68,125 options vested since the Grant of options. ||1,61,250 Options vested since the Grant of options. ||55,000 Options vested since the Grant of Options ||NIL |
|d) Options exercised ||NIL ||22,400 ||Nil ||NIL ||NIL |
|e) Total number of Ordinary shares arising out of the Options ||NIL ||NIL ||NIL ||NIL ||NIL |
|f) Options lapsed / Surrendered ||3,56,250 options have lapsed consequent upon the cessation of employment by the allottees and 10,65,000 options have been surrendered by Grantees upto 30th June 2011. ||22,83,000 out of grants made on 10/08/2009 have lapsed consequent upon the cessation of employment by the Grantees. ||2,55,000 out of Grant made on 08/12/2010 and 20/04/2011 have lapsed consequent upon the cessation of employment of the Grantees. ||NIL ||NIL |
|g) Variations of terms of Options ||In June 2009 terms of options were changed as follows ||NIL ||NIL ||NIL ||NIL |
| ||An enabling provision was made in the terms of the Plan for voluntary surrender of vested and unvested options by the Grantees at any time during their employment in the Company with a provision to reissue surrendered options || || || || |
|h) Money realized by exercise of the Options ||NIL ||32,51,360.00 ||Nil ||NIL ||NIL |
|i) Total number of Options in force ||6,250 ||36,99,100 ||2,15,000 ||2,20,000 ||61,00,000 |
|j) i) Details of Options granted to senior managerial personnel during the Financial Year ||- ||- ||- ||- ||As per Annexure |
|ii) Any other employee who receives in any one year of grant of option amounting to 5% or more of options granted during that year ||NIL ||NIL ||NIL ||NIL ||NIL |
|iii) Identified employees, who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excludingou tstanding warrants and conversions) of the Company at the time of the grant. ||NIL ||NIL ||NIL ||NIL ||NIL |
|k) Diluted Earning Per Share (EPS) calculated in accordance with A ccounting Standard 20 issued by ICAI for the year ended June 30, 2013. ||Rs (45.71) |
|l) i) Method of calculation of employee compensation cost ||The Company has calculated the employee cost using the intrinsic value method of accounting to account for Employee Stock Options granted in 2006, 2007, 2008, 2009, 2010, 2011, 2012 and 2013. The stock based compensation cost as per the intrinsic value method for the year ended June 30, 2013 is ` 463.92 lacs. |
|ii) Difference between the employee compensation cost so computed at || |
|(i) above and the employee compensation cost that shall have been recognised if fair value of options had been used ||Rs 58.79 lacs |
iii) The impact of the difference on profits and EPS of the Company for the Yearended June 30, 2007 had fair value of options had been used for accounting EmployeeOptions
|Profit After Tax As reported ||(73,743.00) |
|Add: Difference between Intrinsic and Fair value ||58.79 |
|Adjusted Profit After Tax ||(73,684.21) |
|Earning per Share in ` || |
|Basic || |
|As reported ||(45.71) |
|As adjusted ||(45.67) |
|Diluted || |
|As reported ||(45.71) |
|As adjusted ||(45.67) |
|m) Weighted average exercise price and weighted average fair value of options granted during the year whose exercise price is less than the market price of stock on the Date of Grant || ||ESOP Grant January 1, 2013 |
| || ||Rs |
| ||Weighted average exercise price ||10.00 |
| ||Weighted Average Fair value of ||45.56 |
| ||Option || |
n) A description of method and significant assumptions used during the year toestimate the fair value of options. Granted during the year
The fair value of options has been calculated by using Black Scholes Method. Theassumptions used in the above are
|Particulars ||ESOP Grant January 1, 2013 |
|1 Risk free interest rate ||8% |
|2 Expected Average Life of Options ||3.63 |
|3 Expected Volatility based on daily closing market price ||35.95% |
|4 Expected Dividend Yield ||4.83% |
|5 The price of underlying share in the market/fair value at the time of grant ||10.00 |
Options granted to Senior Managerial Personnel
|Name ||Designation ||ESOP Grant 2012-13 ||Region |
|1 Mr. Atul Dev Tayal ||Joint Managing Director & Chief Operating Officer (Domestic Ope rations) ||1000000 ||India |
|2 Mr. Hiranya Ashar ||Director - Finance & Chief Financial Officer ||500000 ||India |
|3 Ms. Preetha Pulusani ||President - International - Americas ||500000 ||Overseas |
|4 Mr. Pankit Desai ||President - Business Operations EMEA ||250000 ||India |
|5 Mr. Rajesh Ramachandran ||President & CTO - Global Products & Technology Solutions ||250000 ||India |
|6 Mr. Reida Elwannas ||President - Middle East ||250000 ||Overseas |
|7 Mr. Ravi Pandey ||President - EU ||250000 ||Overseas |
|8 Mr. John Senatore ||Executive Vice President EBS ||250000 ||Overseas |
|9 Mr. Mario Desiderio ||Senior Vice President EPM ||250000 ||Overseas |
|10 Mr. Blane Schertz ||Executive Vice President - Operations ||250000 ||Overseas |