Rolta India Ltd

BSE: 500366 | NSE: ROLTA | ISIN: INE293A01013 
Market Cap: [Rs.Cr.] 2,859.57 | Face Value: [Rs.] 10
Industry: Computers - Software - Medium / Small

Director's Report

Dear Members,

Your Directors are pleased to present the 24th Annual Report on the business &operations of your Company together with Audited Accounts & Auditor’s Report forthe Financial Year ended 31st March, 2014.

Financial Highlights & Review of Performance

The Company’s financial performance, for the year ended 31st March, 2014 issummarised below

Financial Year (Nine Months Period) ended 31st March 2014 Nine Months Period ended 31st March 2013 Financial year ended 30th June 2013
Sales of IT Solutions and Services 2,501.72 1,566.58 2,178.78
Other Income 5.68 23.01 38.96
Total Revenue 2,507.40 1,589.59 2,217.74
Cost of Materials & Technical Subcontractors 826.48 301.90 457.71
Employee Benefit Expenses 629.06 463.16 618.65
Finance Costs 247.94 153.28 221.76
Depreciation and Amortization Expenses 363.64 283.71 372.61
Other Expenses 240.41 154.82 228.42
Total Expenses 2,307.53 1,356.87 1,899.15
Profit / (Loss) Before Exceptional Items and Tax 199.87 232.72 318.59
Exceptional Items
Less: Additional Depreciation due to change in Estimates - - 1,153.68
Profit / (Loss) Before Tax 199.87 232.72 (835.09)
Tax Expenses (83.80) 26.02 4.14
Profit / (Loss) for the year before Minority Interest 283.67 206.70 (839.23)
Minority Interest 0.02 0.04 0.04
Profit / (Loss) for the year 283.69 206.74 (839.19)


In order to coincide the Company’s Financial Year with the uniform period requiredunder the new Companies Act, 2013, the Financial Year of the Company has been changed fromJuly June to April March every year. Therefore, current financial year of the Company isfor a period of nine months only i.e. from 1st July, 2013 to 31st March, 2014.


Since the Company has changed its financial year to March in order to comply with newCompanies Act, 2013, and is for a period of nine months, therefore the above results arenot strictly comparable, however to give meaningful comparison we have compared unauditedresults of previous nine month period with numbers of current nine month period. TheCompany’s total consolidated revenue for the nine month period ended 31st March, 2014was Rs 2,501.72 crore against Rs 1,566.58 crore for the previous nine month periodended 31st March, 2013 which is an increase of 59.7%. Revenue growth in our business wasdriven by increased sales of Enterprise level solutions incorporating Rolta’s own IPand products.The Profit before exceptional items and tax in the nine month period ended31st March, 2014 was Rs 199.87 crore as against Rs 232.72 crore in the nine month periodended 31st March, 2013. This represents an decrease of 14.1%. The reason for this decreaseis attributable to accelerated depreciation charged during the year due to change inestimates made last year. Profit after tax in the nine month period ended 31st March, 2014was Rs 283.69 crore as against Rs 206.74 crore in the nine month period ended 31st March,2013. This represents increase of 37.2%.

The basic Earnings Per Share after exceptional item and tax for the nine month periodended 31st March, 2014 was Rs 17.6 as against Rs 12.8 in the nine month periodended 31st March, 2013 representing an increase of 37.2%. The basic Earnings Per Share wascomputed by considering the weighted average number of shares outstanding during theperiod as per the provisions of ‘Accounting Standard -AS-20’ issued by theInstitute of Chartered Accountants of India.

The Company’s net worth increased to Rs 2,217.21 crore as on 31st March, 2014 fromRs 1,939.01 crore in 30th June, 2013, reflecting the inherent strength of the Company. Thebook value per share as on 31st March, 2014 is Rs 137.43 as against Rs 120.19 at the endof 30th June, 2013.

The Company’s standalone revenue was Rs 1,142.89 crore for the nine month periodended 31st March, 2014 as against Rs 958.41 crore in the previous nine month period ended31st March, 2013 representing 19.2% increase.

The Profit after tax in the nine month period ended 31st March, 2014 was Rs 459.39crore (including exceptional item) as against Rs 271.50 crore in the nine monthperiod ended 31st March, 2013.

The Financial performance on Standalone basis is as follows:

Financial Year (Nine Months Period) ended 31st March 2014 Nine Months Period ended 31st March 2013 Financial year ended 30th June 2013
Sales of IT Solutions and Services 1,142.89 958.41 1,310.94
Other Income 6.02 22.85 34.56
Total Revenue 1,148.91 981.26 1,345.50
Cost of Materials & Technical Subcontractors 37.30 30.85 67.18
Employee Benefit Expenses 171.42 159.36 216.19
Finance Costs 142.33 141.72 192.46
Depreciation and Amortization Expenses 354.21 278.29 359.95
Other Expenses 125.32 73.52 92.54
Total Expenses 830.58 683.74 928.32
Profit / (Loss) Before Exceptional Items and Tax 318.33 297.52 417.18
Exceptional Items
Add : Profit on sale of investments in Rolta Saudi Arabia 52.47 - -
Less: Additional Depreciation due to change in Estimates - 1,152.72
Profit / (Loss) Before Tax 370.80 297.52 (735.54)
Tax Expenses (88.59) 26.02 1.89
Profit / (Loss) for the year 459.39 271.50 (737.43)

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 Company’s GDRs have been listed, the Company hasalso prepared its Consolidated Accounts for the nine month period ended 31st March, 2014drawn under the International Financial Reporting Standards (IFRS), duly audited inaccordance with International Standards on Auditing by M/s. Grant Thornton India LLP, aleading International Accounting firm. As per the consolidated accounts drawn under IFRS,the Company recorded revenues of Rs 2,501.72 crore for the nine month period ended 31stMarch, 2014, whilst the net profit/(loss) after tax for the nine month period ended 31stMarch, 2014 was Rs 346.48 crore.

The difference in the net profit as arrived under the Generally Accepted AccountingPractices in India, and net profit under IFRS was Rs 62.81 crore mainly on account of thefollowing factors: variation in the method of accounting for depreciation/ amortizationamounting to Rs (13.37) crore; share based payments to employees Rs 1.61 crore; Reversalof Exchange Difference Capitalised as per AS 11 Rs 53.18 crore; Interest swaps Rs 0.94crore; taxation Rs 18.69 crore and others Rs 1.76 crore.


The Company continued its impressive performance during the year under review, withexpansion of its top line and bottom line. In accordance with Company’s policy fordividend payout to the shareholders, Your Directors are pleased to recommend a finaldividend of Rs 2.25 per equity share for the nine month period which annualized is Rs 3.00for full year (last year Rs 3.00 per equity share) amounting to Rs 42.47 crore (inclusiveof tax of Rs 6.17 crore). The dividend payout is subject to approval of members at theensuing Annual General Meeting of the Company.

The dividend will be paid to members whose names appear in the Register ofMembers as on September 27, 2014. In respect of shares held in dematerialised form, itwill be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) Limited, as beneficial owners.


The Marketplace

The global economy is showing signs of a gradual recovery. Technology researcherGartner Inc. has forecast that global IT spending will touch $3.8 trillion in 2014, up 3%from last year. Nasscom has stated that IT sector exports from India are expected to grow13-15% to about $99 billion, and that the Indian IT industry would realize incrementalrevenues of $13-14 billion in 2014-15. Nasscom recently projected that the Indian ITindustry would grow to about $300 billion by 2020. Homeland Security is a segment growingrapidly. For police modernizationalone,abudgetofover Rs 12,379 crore has been earmarkedduring 12th plan period. The Government of India has announced development of 100 smartcities in the budget with an outlay of Rs 7,060 crore in this fiscal year.According to a Gartner report, security spending in India will continue to grow and isprojected to reach $1.06 billion in 2015. Maritime security is also slated to seeincreased funding. Under the National Maritime Development Program 2020 modernization ofports, shipping and inland waterways is being given greater importance, which would entailimproved coastal security, vessel traffic information and management systems.

Rolta’s Business Model

Businesses today understand that data available to them is a valuable asset provided itcan be processed and presented to support decision making. Rolta’s business model isfocused on addressing these challenges. Rolta has made investments to acquiresubject-matter expertise relevant to each vertical that the Company addresses so that itmay competently deliver relevant business insights to its customers.

Rolta has also established an extensive repository of intellectual property in theshape of products and solution frame-works that, when innovatively combined, provideactionable decision support information to deliver meaningful impact to customers’businesses.

Over the last 30 years, Rolta’s Geospatial, Engineering and Enterprise IT lines ofbusiness have each independently built an extensive track record of executing largeprojects globally. When components of geospatial and engineering models are associatedwith relevant business data coming from IT systems, they provide very valuable insightsfor business decisions. As a result, Geospatial and Engineering Information systems havebecome an essential feature adding a new dimension to the Company’s solutions. Veryfew competitors worldwide have the ability to match this formidable combination.

In the Defence sector, Rolta, with a large and expanding user base, continues to growand reinforce its leadership position in India. This is an outcome of the Company’scontinued investments in developing world-class innovative and solutions in this segmentbased on a unique combination of rich IP repository, wide experience and deep domainknowledge. Rolta is one of the very few companies qualified for "Make" categoryof defence solutions, a category that mandates indigenous production. Rolta continues tofurther develop and enhance Rolta’s C2 (Command & Control) solutions which arebecoming the standard for Indian defence after wins and implementations at various keymilitary organizations. With the development of the Battlefield Management System (BMS),Rolta is in a position to address the largest Command & Control program estimated tobe worth over Rs 50,000 crore ($8.3 B). This BMS is meant to deliver C2 capabilities tothe fighting echelons of Indian Army operating in tactical battle areas, as well as tobattalion and combat group levels. Rolta Enterprise Geospatial C2 Solution deployed atTri-Services HQ is a key component of joint operations and enables informeddecision-making based on a Common Operating Picture in a Network Centric environment.Rolta is one of the very few companies in the world and the only one in India to havedeveloped and released highly sophisticated 64-bit ISR (Intelligence, Surveillance andReconnaissance) software solutions to fully exploit the latest advances in satellite andaerial imaging, and cutting edge computing platforms. The Company’s ISR solutions aredeployed across hundreds of users in the Indian Army and Rolta continues to activelysupport and maintain its solutions. The Company’s war gaming solutions have gainedhigher traction and its user base is expanding.

In the Homeland Security sector, Rolta continues to maintain a leadership position.Rolta’s cutting-edge technologies and deep domain expertise in the Home Land SecurityDomain have enabled it to field unique solutions for a number of large and high valuenational and state level programs such as Police Modernization, CCTNS, Safe City, CriticalInfrastructure Protection, CCTNS Phase II, Inland and Maritime Safety and Security. Policeorganizations in many states across the country have awarded contracts formission-critical communications, and for the Company’s state-of-the-art, EmergencyResponse solutions.

In the Geospatial domain, Rolta has developed some unique suites of IP that haveenabled the Company to significantly enhance the value customers can derive from theirgeospatial data assets. Rolta has IP and solutions to effectively address the entire valuechain data creation for 2D and 3D mapping, data fusion for integration of geospatial andbusiness data, and spatially-enabled analytics. Rolta Geospatial Fusion framework is acomprehensive suite that provides the platform for integrating disparate geospatial andnon-spatial data in an enterprise to get unprecedented insights for meaningful impact.Rolta’s success with its approach of innovatively leveraging spatial data through itsGeospatial Fusion framework is enabling Rolta to build some trail-blazing solutions inmany verticals, many of which have in fact created several new niche areas of applicationthat have nearly universal relevance and, therefore, represent very large marketopportunities. Because geospatially enabling business solutions is a new paradigm, itdifferentiates Rolta’s offerings from traditional approaches.

Rolta’s Engineering Information Systems practice continues to evolve to addressthe complex needs of plants in the process manufacturing industries, such as petroleumrefineries, chemical and power plants.

Owners now want to use engineering information throughout the plant life cycle byintegrating engineering systems and information with various plant operations and businesssystems. Increasing usage of state-of-the-art plant design and engineering software toolsand solutions by EPCs and Owner Operators has led to an approach of integratingengineering information across the enterprise. Having created the Engineering Informationsystems, Rolta has the ability to unlock the valuable information through Rolta IT-OTFusion which securely facilitates integration of Operations Technology (OT) withEngineering IT Systems. As a result Rolta provides solutions and services to harness andmanage information leveraging it to optimize plant operations. Rolta’s flagshipOneView solution enables the rich BI and Big Data Analytics requirements extractactionable insights for decision support.

The Company’s Enterprise IT portfolio of products and solutions continues to growand mature with some very unique IP that has received industry acclaim. Rolta now has thecapability to address the entire Enterprise IT value chain starting from the underlying ITinfrastructure for establishing Software Defined Infrastructure, Converged Systems, Cloudenablement and Mobility, building integrated and customized Enterprise applications thatreside on it and culminating with rich real-time BI and Big Data analytics. Rolta’sunique combination of domain expertise, deep IT, Geospatial and Engineering know howenables the Company to develop and build differentiated IP based solutions creating amajor competitive advantage. Furthermore, Rolta has the ability to engage with itscustomers throughout the entire IT lifecycle of Plan, Build and Manage thereby allowingthe Company to build enduring relationships with customers as well as the capability tocross sell.

Besides Rolta’s own expertise and IP, Rolta appreciates the value of partnershipswith industry leaders. Conversely, Rolta’s partners also recognize that theCompany’s expertise and portfolio of solutions complements their own offerings totheir customers. Rolta has, therefore, established close partnerships with leaders in eachpractice area, notably SAP, Oracle, Microsoft, ESRI, HP, VMware, and EMC. They not onlyprovide insights into their technology stacks, but also significantly facilitateRolta’s access to their vast customer bases world-wide.

The Company’s expanding portfolio of products and solutions together with theability to uniquely provide innovative solutions has resulted in the Company becoming amarket leader in the carefully selected areas of business in India and a major player inthe global market. The Company has built an enviable track record in select high growthverticals of Infrastructure, Government, Transportation, Utilities, Telecom and Power, Oil& Gas, Petrochemicals, BFSI, Manufacturing, Healthcare and Retail as well as Defenceand Security segments.

Today, Rolta is being increasingly recognized by industry analysts and technologyleaders as a company that truly offers innovative business solutions tailored for each ofthe verticals that Rolta serves. Various awards and citations received by the Company aretestimonials to Rolta’s differentiated approach.


During the financial year 2013-14, your Company has transferred Rs 45.94 croreto the General Reserve Account. An accumulated balance of Rs 402.65 crore is carriedforward to Profit and Loss Account.


As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Managementdiscussion and Analysis Report is presented in a separate section forming part of theAnnual Report.


Rolta Americas LLC, a step down wholly- owned subsidiary, has successfully completedthe pricing of 8.875% Senior Notes in the international markets, aggregating to USD 300million. This offering was oversubscribed by more than 8 times with Order Book of over USD2.4 billion with demand from a high quality investor base (over 200 accounts globally),split among asset managers (79%), banks (12%), and others (9%). The offering waswell-subscribed across geographies, with Asia contributing to 47% of the demand, UScontributing to 35% of the demand and European investors accounted for 18% of demand.

The Notes have tenure of 5 years and are guaranteed by the Company and its keysubsidiaries. The proceeds from the Notes will be used for refinancing existing debt, tomeet working capital requirements and for general corporate purposes. The Notes are listedon the Singapore Exchange Securities Trading Ltd.


Pursuant the provisions of Section 149 & other applicable provisions of theCompanies Act, 2013 with respect to appointment and tenure of the Independent Directorswhich came into effect from April 01, 2014, the Independent Director can be appointed fornot more than two terms upto five consecutive years each and shall not be liable to retireby rotation. The term shall be effective prospectively.

Mr. V K Chopra, Mr. V K Agarwala, Mr. T C Venkat Subramanian, Mr. K R Modi and Mr. M VNair are the Non-executive Independent Directors of the Company. The period of office ofthese directors was liable to determination by retirement by rotation under the erstwhileapplicable provisions of the Companies Act, 1956, accordingly Mr. V K Chopra andMr. V K Agarwala were liable to retire at the Annual General Meeting and all otherDirectors were liable to retire in the subsequent Annual General Meetings.

All the aforesaid Non-executive Independent Directors of the Company, being eligibleand offering themselves for appointment are proposed to be appointed as an IndependentDirector to hold office for a term of 3 consecutive years .

Your Directors state that Mr. V K Chopra, Mr. V K Agarwala, Mr. T C VenkatSubramanian, Mr. K R Modi and Mr. M V Nair, who are proposed to be appointed asIndependent Directors possess appropriate balance of skills, expertise and knowledge andare qualified for appointment as Independent Directors. Your Directors recommend theappointment of all of them as Non- executive Independent Directors respectively, asproposed in the notice for the Annual General Meeting.

Under Explanation to Section 152 (6) (e) of the Companies Act, 2013, IndependentDirectors are excluded for the purpose of determining Directors liable to retire byrotation. Further Section 152(6) (a) requires at least two - thirds of the Directorsliable to retire by rotation; hence Mr. Atul D Tayal and Mr. Hiranya J Ashar, who earlierhad been appointed for a fixed term of 5 years expiring in 2017, are made Directors liableto retire by rotation. Therefore, the total strength of the Board includes three retiringDirectors out of which Ms. Preetha Pulusani being longest in office is retiring at theensuing Annual General Meeting. Ms. Preetha Pulusani offers for reappointment, beingeligible, Board recommends said appointment.


As required under section 217 (2AA) of the Companies act, 1956 with respect to theDirectors’ Responsibility Statement, Directors of your Company hereby state andconfirm that:

1 the applicable Accounting Standards have been followed in preparation of annualaccounts;

2. the accounting policies selected were applied consistently and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the Stateof affairs of the Company as at 31st March, 2014 and of the profit for the year ended onthat date;

3. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts for the year ended 31st March, 2014 have been prepared on agoing concern basis.


M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Auditor of the Company,holds office until the conclusion of the ensuing Annual General Meeting and is eligiblefor re-appointment. The Company has received consent letter from M/s. Walker Chandiok& Co. LLP, Chartered Accountants, to the effect that t heir appointment, if made,would be within the prescribed limits under Section 139 of the Companies Act, 2013, andthat they are not disqualified from such appointment in terms of Section 141 (3) (g) ofthe Companies Act, 2013 & Rules made thereunder.

The observations and comments given by Auditors in their Report read together withnotes to Accounts are self-explanatory and hence do not call for any further commentsunder Section 217 of the Companies Act, 1956.


In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, as amended, the names and otherparticulars of employees are set out in the Annexure to the Directors’ Report.However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act,1956, the Annual Report excluding the aforesaid information is being sent to all theMembers of the Company and others entitled thereto. Any Member interested in obtainingsuch particulars may write to the Company Secretary at the Registered Office of theCompany.


In accordance with the Employee Stock Option Scheme 2014 of the Company, a total numberof 24,50,000 options were granted during the year by the Nomination & RemunerationCommittee. The particulars required under the SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999 are annexed to and forms part of thisreport. No employee was issued Stock Options during the year equal to or exceeding 1% ofthe issued capital of the Company at the time of grant.


Company continues to have the domestic credit ratings of A+ from India Rating (Fitch)and International rating of BB Minus (-) from S&P Ratings Services LLC and FitchRatings Singapore Pte Ltd. Company has obtained these international ratings for USD Bondsissued by its subsidiary listed on Singapore Stock Exchange.


The Company has an adequate system of internal control commensurate with its size andnature of business. These systems provide a reasonable assurance in respect of providingfinancial and operational information, complying with applicable statutes, safeguarding ofassets of the Company and ensuring compliance with corporate policies.

Ernst and Young (E&Y) has been appointed as Internal Auditors for all InternationalSubsidiaries to strengthen system, law and compliance which are more complex in that partof the world where they operate. Internal Audit reports functionally to the AuditCommittee of Board which reviews and approves risk based annual internal audit plan. AuditCommittee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters foroperations which are reviewed with actual performance to ensure timely initiation ofcorrective action, if required.

The Company’s Audit Committee reviews adherence to internal control systems,internal audit reports and legal compliances.

This committee reviews all quarterly and yearly results of the Company and recommendsthe same to Board for its approval.


A separate section on Corporate Governance Report and a Certificate from the CompanySecretary in Whole-time Practice Mr. Virendra Bhatt, confirming compliance with theconditions of Corporate Governance by the Company as stipulated in Clause 49 of theListing Agreement are annexed to and forming part of this report.

Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement.


As on 31st March, 2014, your Company’s subsidiaries include Rolta Global B. V.,Rolta Thales Limited, Rolta Middle East FZ-LLC, Rolta International Inc. (RUS) & RoltaU. K. Ltd. (RUK) and their step down subsidiaries namely Rolta Canada Ltd., Rolta AsiaPacific Pty Ltd., AT Solutions Group LLC, Rolta LLC, Rolta Saudi Arabia Ltd., RoltaBenelux B. V., Rolta Deutschland GmbH.

In accordance with the general circular issued by the Ministry of Corporate Affairs(MCA), Balance Sheet, Statement of Profit and Loss and other documents of the subsidiarycompanies are not attached with the Balance Sheet of the Company. The Company shall makeavailable the copies of annual accounts of the subsidiary companies and related detailedinformation to the shareholders of the Company seeking the same. The annual accounts ofthe subsidiary companies will also be kept for inspection by any shareholder at theRegistered Office of the Company and that of respective subsidiary Companies. However, astatement of the Company’s interest in the subsidiaries and a summary of thefinancial of the subsidiaries are given along with the consolidated accounts.


The Audited Consolidated Financial Statements based on the Financial Statementsreceived from subsidiaries, as approved by their respective Board of Directors, have beenprepared in accordance with the Accounting Standard 21 (AS-21) on "ConsolidatedFinancial Statements" notified under Section 211(3C) of the Companies Act, 1956 readwith the Companies (Accounting Standards) Rules, 2006, a

Futures & Options Quote
Future Data Not present
Key Information

Key Executives:

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 :
Web :


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