Rolta India Ltd

BSE: 500366 | NSE: ROLTA | ISIN: INE293A01013 
Market Cap: [Rs.Cr.] 1,507.63 | Face Value: [Rs.] 10
Industry: Computers - Software - Medium / Small

Director's Report

Dear Members,

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)

Financial Year ended June 30, 2013 Financial Year ended June 30, 2012
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
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

Financial Performance

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 Rolta’s transformation from aservices-centric Company to one that is now delivering high-value consulting services andsophisticated solutions based on its own IP.

The Company’s 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 Rolta’s 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 Company’s 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 Company’s 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 Company’s 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%.

Financial Year ended June 30, 2013 Financial Year ended June 30, 2012
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
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 Company’s 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.

Financial Statements

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.


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 India’s 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 Company’s 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 country’s 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. Rolta’s 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 Company’s 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 India’s 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 Company’s 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 Company’s 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 Company’s 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).


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 Auditors’Certificate 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 Agent“M/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 Rolta’s 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 Rolta’s 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.


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.


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.


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 it’s 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 it’s 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 yourCompany’s 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


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.


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.

Rolta’s 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 orga

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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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