Your Directors are pleased to present their report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended June 30, 2012. The Financial highlights for the year under review are given below:
(in Rs. Crore)
|Financial Year ended June 30, 2012||Financial Year ended June 30, 2011|
|Sales of IT Solutions and Services||1,828.79||1,805.62|
|Cost of Materials||266.32||369.32|
|Employee Benefit Expenses||542.70||523.74|
|Depreciation and Amortization Expenses||443.29||330.02|
|Profit / (Loss) Before Exceptional Items and Tax||285.74||360.30|
|Add : Sale of JV (Shaw Rolta Limited)||--||103.65|
|Profit / (Loss) Before Tax||285.74||463.95|
|Profit / (Loss) for the year before Minority Interest||242.29||401.43|
|Profit / (Loss) for the year||242.34||401.58|
The Company has been consciously strengthening its organization at all levels with a focus on delivering high-value, enterprise-wide solutions and services in India and in the international markets. During the year, the Company brought on board a number of senior executives in all geographies. These inductions are a part of Roltas transformation from a services-centric company to one that is now delivering high-value advisory services and sophisticated solutions based on Roltas own IP.
The Company continues to receive recognition as a leading player in its areas of focus. For example, in a recent global trade conference, World Geospatial Forum in Amsterdam, Rolta received several awards in recognition of Roltas innovative deployment of geospatial technologies.
The Companys total consolidated revenue for the year 2011-12 was Rs. 1,828.79 Cr. representing a growth of 1.3% (Rs. 1,805.62 Cr. for the previous year ended June 30, 2011).
During the year Company further transformed its business by moving up the value chain & focusing on solution sales based on Companys own IP. In this process Company has consciously moved away from the low end services due to which the growth in revenues has been in low single digit.
However, the Company expects better momentum in solution sales which will drive future revenue growth. Profit after tax in the year ended 30th June, 2012 was Rs. 242.34 crore after providing Mark to Market losses on foreign currency fluctuation for Rs. 118.83 crore as against Rs. 401.58 crore (including exceptional item) in the year ended 30th June, 2011. This represents decline of 39.7% which is mainly due to exceptional one-time profit on sale of Joint Venture (JV) accounted during last fiscal and also Mark to Market losses on foreign currency fluctuation provided during the year. The basic earnings-per-share for the year was Rs. 15.02, computed by considering the weighted average number of shares outstanding during the year as per the provisions of Accounting Standard-AS-20 issued by the Institute of Chartered Accountants of India.
The Companys net worth increased to Rs. 2018.57 Cr. as on June 30, 2012 from Rs. 1898.97 Cr. in June 2011, reflecting the inherent strength of the Company. The book value per share as on June 30, 2012 is Rs. 125.12 as against Rs. 117.71 at the end of June 30 of last year signifying substantial enhancement in shareholder value.
Your Directors are pleased to inform you that the Companys standalone revenue registered steady growth and was Rs. 1,468.07 Cr. for the year ended June 30, 2012 as against Rs. 1448.75 Cr. in the previous year, signifying a growth of 1.3%. The standalone net profit after tax for the year ended June 30, 2012 was at Rs. 327.34 Cr. as against Rs. 495.36 Cr. in the previous accounting year reflecting a decrease of 33.9% mainly due to exceptional one-time profit on sale of Joint Venture (JV) accounted during last fiscal and also Mark-to-Market losses on foreign currency fluctuation provided during the year.
(in Rs. Crore)
|Financial Year ended June 30, 2012||Financial Year ended June 30, 2011|
|Sales of IT Solutions and Services||1,468.07||1,448.75|
|Cost of Materials||257.82||355.64|
|Employee Benefit Expenses||209.98||197.44|
|Depreciation and Amortization Expenses||433.61||321.36|
|Profit / (Loss) Before Exceptional Items and Tax||360.66||435.14|
|Add : Sale of JV (Shaw Rolta Limited)||--||122.73|
|Profit / (Loss) Before Tax||360.66||557.87|
|Profit / (Loss) for the year||327.34||495.36|
Consolidated Financial Results under
International Financial Reporting Standards (IFRS)
In continuation of its pursuit of high standards of corporate governance and to provide transparent and additional information in compliance with the regulation of the London Stock Exchange wherein the Companys GDRs have been listed, the Company has also prepared its consolidated Accounts for the year ended June 30, 2012 drawn under the International Financial Reporting Standards (IFRS), duly audited in accordance with International Standards on Auditing by M/s Grant Thornton, a leading International Accounting firm.
As per the consolidated accounts drawn under IFRS, the Company recorded revenues of Rs. 1828.79 Cr. for the financial year ended June 30, 2012, whilst the net profit/(loss) after tax for the year was Rs. (95.94) Cr.
The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India, and net profit under IFRS was Rs. (338.28) Cr. mainly on account of the following factors: Variation in the method of accounting for depreciation/amortization amounting to Rs. 2.17 Cr.; Share based payments to employees Rs. (2.55) Cr.; Redemption premium payable on FCCBs Rs. (73.99) Cr.
Reversal of Exchange Difference Capitalised as per AS 11 Rs. (249.10) Cr; Interest swaps Rs. (18.45) Cr; and deferred taxation Rs. 3.64 Cr.
Redemption of FCCBs
The company had redeemed the outstanding Foreign Currency Convertible Bonds (FCCBs), aggregating US$ 134.78 Million including redemption premium of US$ 38.09 Million on 28th June, 2012 which is before the maturity date. After this redemption, there are no FCCB outstanding. The Company had made the payment to Principal Agent of FCCBs Deutsche Bank AG, London Branch on the same day.
With this redemption, the Company had also completed the process of delisting of these bonds from Singapore Exchange Securities Trading Limited (SGX) on receiving a letter dated 4th July 2012 stating effective date of removal of bonds from their official list of SGX-ST as 5th July, 2012.
Your Directors are pleased to recommend dividend of Rs. 3.00 per share. The total quantum of dividend, if approved by members, will be Rs. 48.40 Cr., while Rs. 7.85 Cr. will be paid by the Company towards dividend tax and surcharge on the same. Dividend in the hands of the shareholders will be tax-free.
The Register of Members and share transfer books will remain closed from November 17, 2012 to November 24, 2012, both days inclusive. The dividend will be paid to those shareholders whose names appear on the Register of Members of the Company on November 16, 2012.
The Consolidated Financial Statements of the Company along with those of its subsidiaries prepared as per Accounting Standards AS-21 and AS-27 of the Institute of Chartered Accountants of India form part of the Annual Report. Pursuant to a General Circular no. 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs has provided an exemption from complying with Section 212 provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be kept for inspection by any shareholders during business hours in the head office of the Company in Mumbai.
The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are also annexed and form part of this report.
BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
Despite economic uncertainties in the US and Europe, Indias software body NASSCOM estimates, aggregate revenue of IT-BPO industry for FY 2012 crossed 100 Billion. Aggregate IT software and services revenues (excluding hardware) reached USD 88 Billion. Export revenue (excluding hardware) reached USD 69 Billion in FY 2012. For FY 2013, the export revenues are expected to grow by 11-14 per cent while the domestic revenues will grow by 13-16 percent.
The Company continues to be amongst leading players in the Indian Defense and Security markets by comprehensively addressing sophisticated and large requirements of the Indian Defence Services, across the sensor-to-shooter chain. Its range of solutions encompasses cutting-edge technologies covering Command, Control, Communications, Computers, Intelligence, Surveillance, Target Acquisition and Reconnaissance (C4ISTAR).
Similarly, in the area of Homeland and Maritime Security, the Company has expanded its exhaustive portfolio by launching state-of-the-art solutions for maritime safety & security and field proven homeland security applications.
While the Company is strongly positioned in its traditional areas of business in Geospatial Defence, its capabilities have strengthened significantly and as a result the Company today serves markets that are much larger than ever before. Hence, the size of the Companys addressable market has grown from about US$ 100 million p.a. to a few billion US dollars, in the mid-term. With its ever increasing capabilities, including a strong track-record, cutting-edge technologies, world-class partners and tremendous domain expertise, the Company is very well positioned to address the large, emerging Defense and Security modernization programs, like Battlefield Management Systems, Digital Soldier, Vehicle Systems, Crime & Criminal Tracking Network Systems, etc.
The Company provides comprehensive, Earth Science solutions with some of the most advanced Geo-Imaging & Photogrammetry capabilities like automatic change detection using a combination of Satellite and Synthetic Aperture Radar imagery, etc. The Companys unique brand of ROLTA Geospatial FusionTM framework is a state-of-the-art geospatial enterprise integration and business intelligence solution. Infrastructure investments in emerging markets like the middle-east and India are driving the need for base mapping, earth sciences and intelligent 3D city models. While the developed markets like US, demand enterprise integration and business intelligence, the Company is very well placed to capture growth opportunities in both these markets through its IP led solutions, huge services infrastructure and established track-record.
The Company continues to strengthen and build its EITS portfolio and capabilities and now has the full stack of IT solutions with top-of-the-line offerings, which bring together the latest technologies of Business Intelligence, Business Analytics, Cloud Computing, SOA and Enterprise Application
Integration. While, the Company continues to further develop and enhance its innovative solution ROLTA iPerspective Suite a world-class, rapid application development workbench focused on EAI for creating, building and deploying integration components automatically, drastically reducing the effort required for enterprise application integration, it has also launched its ROLTA OneViewTM solution for power and utilities.
In the Engineering domain, the Company has opened up a much larger market space by positioning the ROLTA OneViewTM solution across a spectrum of Owner-Operators, to address ongoing Opex requirements, in the Oil & Gas, Power Generation, Petrochemicals, Chemicals and Utilities sectors. This is an innovative Business Intelligence solution with field-proven benefits for plant operators to significantly improve operational efficiencies and reliability. ROLTA OneViewTM has been deployed successfully in multiple refineries of one of the worlds largest Oil companies and has now been extended to additional industries, as above, which opens up significant opportunities across 1,000s of plants worldwide. The Company enjoys a large market share in India for Engineering Design Automation tools and services. With its unique combination of Engineering and IT expertise the Company provides comprehensive solutions to EPCs for the CAPEX side and to plant Owner-Operators, for the OPEX side.
To further strengthen its business and offerings, the Company continues to acquire companies, key technologies and assets of reputed companies. Worldwide, the Company, with its innovative and high performance BI solutions, is a Platinum Partner for Oracle. Similarly, the Company is a strong partner of SAP and other world-leading technology companies like Microsoft, CA, ESRI and Intergraph. Additionally, in the Defence & Security domain, the Company has established many strategic partnerships with world-leading Companies, like, Thales (France), Selex Elsag (Italy), Qioptiq (UK), Cobham (UK), NESS (Israel), Controp (Israel), Aselsan (Turkey), Karel (Turkey), Transvaro (Turkey) and ECIL (India).
The Companys global acquisitions, partnerships and collaborations have helped the Company develop a solid understanding of international geographies, constantly evolving technologies and to capture the higher-end of the value chain.
CORPORATE SOCIAL RESPONSIBILITY
The Ministry of Corporate Affairs, has released a set of voluntary guidelines on Corporate Social Responsibility (CSR) in December 2009. The Company is proactively practicing the guidelines laid down. Some of the activities carried out by the Company as a part of its CSR initiatives are briefly described separately in the Annual Report.
Rolta continues to be committed to good corporate governance aligned with the best practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.
A separate Report on Corporate Governance along with Auditors Certificate on compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis, Risk Management and Shareholders Information.
The Company has achieved dematerialization of 98.17% of its equity shares held in the electronic mode with NSDL and CDSL.
In order to expedite the process of share transfer and in line with Clause 49 of the Listing Agreement, the Company has delegated the power of share transfer to R&T Agent M/s. Link Intime India Pvt. Ltd. Rolta accords high priority to the dissemination of information to investors by posting its Annual Report, Quarterly Results, and Press Releases on its website. The Company has initiated various investor- friendly measures as elaborated elsewhere in this Annual Report.
The Company continues to be an employer of choice attracting talent from globally reputed organizations. The organization offers a unique opportunity to master various technologies as it is one of the few companies in the IT space that offer both product development and consulting opportunities to employees. Concern for employees needs and empowering work environment along with good compensation, result based appraisals and rewards, focus on learning and grooming and multiple career growth avenues are just some of the incentives available to Roltaites. Roltaites and Industry experts have continuously rated Rolta as a great place to work. We are pleased to inform you that Rolta has been ranked at the 2nd position in the 2012 Dataquest CMR Survey of Best Employers in the IT Sector. We continue to retain our position in top 5 Best Employers for the fifth year in a row. This consistent rating by an external agency has been made possible due to the strong culture and bonding created by our employee-friendly policies.
Our focus on making Rolta a wonderful place to work is recognized in this survey and our employees have rated us as number one on parameters like fair and transparent appraisal system, competent salary and job content & satisfaction. We have consistently scored high on parameters like focus on learning and development, dream Company to work with and equal opportunity employer.
The Company has an Employee Stock Option Plan in accordance with the guidelines issued by SEBI. The details of the options granted and outstanding up to June 30, 2012, as required by clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Information as required under section 217(2A) of the Companies Act 1956, read with the Companies (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, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining 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 confirm that;
In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations regarding material departures, if any.
The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-12 and of the profit of the Company for that financial year.
The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets 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 of laws applicable to the Company.
The Company has not accepted any deposits and, as such, no amount of principal or interest 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, the dividends declared by the Company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such unclaimed Dividend amount of Rs. 55,47,526 for the financial year 2003-04 was transferred on January 24, 2012. The unclaimed Dividend amount for the next financial year 2004-05 , will be transferred in the month of January 2013.
The Board of Directors of the Company is broad based and comprises of individuals drawn from various fields. In terms of the Corporate Governance norms the Board of the Company comprises of 11 Directors, six of whom are Independent Directors. In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. K. R. Modi, Mr. Ben Eazzetta and Lt. Gen. J. S. Dhillon (Retd.) retire by rotation in the forthcoming Annual General Meeting. Being eligible, Mr. K. R. Modi, Mr. Ben Eazzetta have offered themselves for re-appointment. Lt. Gen. J. S. Dhillon (Retd.) did not offer himself for re-appointment as Director due to his other pre-occupation. The Board placed on record its deep appreciation for the valuable services rendered by Lt. Gen. J. S. Dhillon (Retd.) during his tenure of service with the Company. The Board has re-appointed Mr. Hiranya Ashar as Director Finance & Chief Financial Officer of the Company w.e.f. 1st November 2012 for a period of five years.
The Auditors of the Company, M/s Khandelwal Jain & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.
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 the Central Government, the concerned State Governments, and other Government authorities for their support.
Your Directors also wish to place on record their appreciation of the contribution made by ROLTAites at all levels but for whose hard work, solidarity and support your Companys consistent growth would not have been possible.
|For and on behalf of the Board of Directors,|
|Mumbai||Kamal K Singh|
|23rd October, 2012||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 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 concerning conservation of energy are not applicable to the Company. Rolta being an IT Company requires minimal energy consumption and does not use motive power.
However, every effort is made to ensure that energy efficient equipment is used 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 solutions. It continues to focus on strengthening its solutions portfolio and capabilities and the Company is serving global markets providing consulting & technology services in various arenas to address end-to-end solutions. IP-based approach helps ensure innovative solutions delivery that exceeds customer expectations while protecting margins from competitive pressures. In recent years, ROLTA has made concerted efforts and large investments to establish dedicated research and development centers for building its own intellectual property for creating solutions that are world-class and stand out for their uniquely innovative approach to comprehensively addressing needs of various vertical segments in Government, Defense, Homeland Security Utilities, Telecom, Transportation, Oil & Gas industries. ROLTA has been continually developing modern innovative solutions, based on its own IP and technologies from its partners, which have brought ever increasing value to stakeholders. The Company has succeeded in earmarking itself as a high-end global collaborative software product engineering organization with latest products, integrated solutions sets, tools, highly mature processes and world-class infrastructure.
ROLTA has established world class Software Development & Research Center of Excellence in Mumbai, Chicago, Atlanta, and Toronto and recently in Gurgaon and Hyderabad. Rolta has been strengthening its delivery capabilities across the globe with more crystallized focus on Centers of Excellence (CoEs) in niche technologies. With its augmented infrastructure and globally stronger brand-recognition, Rolta has been attracting some of the most sought-after manpower talent and thought leaders across the world.
Some examples of the recent advances made by ROLTA R&D Initiatives include
Focused R&D endeavors have ensured that ROLTA OneViewTM, the Enterprise Intelligence Solution Suite has become a powerful, complete, integrated, standards based, best of breed solution for Oil & Gas, Petrochemicals, Chemicals, Process, Power and Utilities industries has evolved further over the past year. This powerful suite builds on the organizations Real Time Data layer to provide Real Time Operational Intelligence, Business Intelligence, Performance Management, Performance Analytics and Strategy Management. Tight coupling between each of these layers permits information to seamlessly percolate across each level in either direction. ROLTA OneView is designed to break down the fundamental barriers in achieving excellence, such as organizational culture, cross functional teams, knowledge sharing and collaboration.
Built on best in breed technology platforms it provides intuitive interfaces for decision makers across all levels in the organization. This out-of-box Product touches the nerve center of all critical functions, quickly adapting to the existing systems, instills best practices and accelerates the improvement of processes.
ROLTA R&D continues to successfully harness the power of Service Oriented Architecture (SOA) to develop unique approaches that optimally combine elements of IT infrastructure with business requirements to open up new avenues for enabling Cloud based products and Services for the Company. Roltas iPerspective technology quickly adapts existing systems for business users and applications to access standard service interfaces, including Simple
Object Access Protocol (SOAP) and Representational State Transfer (REST). This patent (pending) technology allows versatile, yet secure way for business applications to securely call one another without having to specify the exact nature of queries to be used up front. During the year, latest iPerspective technology advances have spearheaded paradigm shift in other innovations from ROLTA.
ROLTA GeoImaging Suite is also being further developed to exploit a wide range of images, captured from active and passive satellite sensors. ROLTA has been leveraging its investments in R&D on ROLTA GeoImaging Accelerator, which is a high powered image processing system that combines the power and precision of Graphical Processing Units (GPUs) and multi-core processors, to provide t
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Kamal K Singh , Chairman & Managing Director
K R Modi , Director
V K Agarwala , Director
Atul D Tayal , Joint Managing Director
Company Head Office / Quarters:
Rolta Tower A,
MIDC-Marol Andheri (East),
Phone : Maharashtra-91-22-28326666/30876543/29266666 / Maharashtra-
Fax : Maharashtra-91-22-28365992 / Maharashtra-
E-mail : email@example.comfirstname.lastname@example.org
Web : http://www.rolta.com
|Scheme Name||No. of Shares|
|Goldman Sachs CNX 500 Fund (G)||1,172|
|Goldman Sachs CNX 500 Fund (G)||1,172|
|Goldman Sachs CNX 500 Fund (G)||1,172|
|Goldman Sachs CNX 500 Fund (G)||1,172|
|Goldman Sachs CNX 500 Fund (G)||1,172|