Rolta India

The 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,
 2008. The Financial highlights for the year under review are given
 below:
 
 CORPORATE RESULTS                                   (Rs. in millions)
 
 Consolidated
 
                              Financial Year ended Financial Year ended
                                     June 30, 2008        June 30, 2007
 
 REVENUE AND OTHER INCOME                  10891.9              7216.6
 
 Profit before depreciation & tax           4076.3              2961.4
 
 Less:
 
 Depreciation                               1382.5              1018.3
 
 Profit before tax                          2693.7              1943.1
 
 Provision for tax                           387.8               216.6
 
 Profit after tax                           2305.9              1726.4
 
 Add:
 
 Balance of profit of earlier years         4756.9              3688.8
 
 Balance available for appropriation        7062.8              5415.2
 
 APPROPRIATIONS
 
 General Reserve                             270.5               188.4
 
 Dividend                                    497.8               400.6
 
 Tax on Dividend                              86.3                69.3
 
 Balance carried to Balance Sheet           6208.2              4756.9
 
 FINANCIAL PERFORMANCE
 
 A combination of domain knowledge, strategic business initiatives and a
 robust business model enabled your Company during the Financial Year
 2007-08 to deliver a buoyant performance.  While growth was maintained
 at a sustained level in the domestic market, the momentum has been
 accelerated in various overseas markets.  The financial performance for
 2007-08 once again demonstrates your Companys ability to pursue
 multiple growth drivers and identify and nurture opportunities,
 providing a strong platform for future growth. Your Companys constant
 efforts in expanding its market in new and unique business areas
 combined with sustained investments in technology continue to be the
 growth engines of your Company.
 
 Your Companys total consolidated revenue for the year 2007-08 was Rs.
 10,891.9 million representing a growth of 50.9% (Rs. 7,216.6 million
 for the previous year ended June 30, 2007). The Net Profit after
 provision for taxation for the year ended June 30, 2008 was Rs. 2,305.9
 million as against Rs. 1,726.4 million in the previous year signifying
 a healthy growth of 33.6%. The basic earning per share for the year was
 Rs. 14.37, computed 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.
 
 Your Companys net worth increased to Rs. 11,841.4 million as on June
 30, 2008 from Rs. 10,466.0 million in June 2007, reflecting the
 inherent strength of the Company. The book value per share is Rs. 73.60
 signifying substantial enhancement in shareholders value.
 
 Your Directors are pleased to inform you that your Companys standalone
 profits registered excellent growth and was Rs. 2,629.4 million as
 against Rs. 1,822.5 million in the previous accounting year reflecting
 a growth of 44.3%.
 
                                                     (Rs. in millions)
  
 Standalone
                                             Financial     Financial
                                            Year ended    Year ended
                                         June 30, 2008 June 30, 2007
 
 Profit before depreciation & tax              4412.9        3042.5
 
 Less:
 
 Depreciation                                  1353.9        1005.1
 
 Profit before tax                             3059.0        2037.4
 
 Provision for tax                              429.6         214.9
 
 Profit after tax                              2629.4        1822.5
 
 Add:
 
 Balance of profit of earlier years            5695.0        4523.4
 
 Balance available for appropriation           8324.4        6345.9
 
 APPROPRIATIONS
 
 General Reserve                                262.9         182.2
 
 Dividend                                       482.8         400.6
 
 Tax on Dividend                                 82.0          68.1
 
 Balance carried to Balance Sheet              7496.6        5695.0
 
 Consolidated Financial Results under International Financial Reporting
 Standards (IFRS).
 
 In continuation of its pursuit to provide transparent and additional
 information and in compliance with the regulation of the London Stock
 Exchange wherein your Companys GDRs have been listed, your Company
 also prepared its consolidated Accounts for the year ended June 30,
 2008 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, your Company
 recorded revenues and other income of Rs. 10891.9 million for the
 financial year ended June 30, 2008, whilst the net profit after tax for
 the year was Rs. 1759.2 million.
 
 The difference in the net profit as arrived under the Generally
 Accepted Accounting Practices in India and net profit under IFRS was
 Rs. 546.7 million mainly on account of variation in the method of
 accounting for depreciation was Rs. 64.2 million, share based payments
 to employees was Rs.96.7 million, accounting for FCCBs was Rs.484.3
 million and deferred taxation was Rs.25.1 million.
 
 Dividend
 
 After considering the Companys profitability, cash flow and future
 expansion needs your Directors are pleased to recommend a higher
 dividend of Rs.3.00 per share (post Bonus issue in the ratio of 1:1) of
 Rs.10/- each as against Rs.2.50 per share (after adjusting 1:1 bonus)
 paid in the previous year. The total quantum of dividend, if approved
 by members, will be Rs.482.8 million as against Rs.400.6 million in the
 previous year, while Rs.82.0 million will be paid by the Company
 towards dividend tax and surcharge on the same as against Rs.68.1
 million in the previous year.  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, 2008 to November 24, 2008 both days inclusive. The
 dividend will be paid to those shareholders whose names appear on the
 Register of Members of the Company on November 24, 2008.
 
 Financial Statements
 
 Company believes that the Consolidated Financial Statements present a
 more comprehensive picture rather than the stand alone financial
 statement of Rolta India Limited and each of its subsidiaries. The
 Company has attached full text of Consolidated Financial Statements
 along with those of its subsidiaries and joint venture Company prepared
 as per Accounting Standards AS-21 and AS-27 of the Institute of
 Chartered Accountants of India and abridged accounts of parent company
 Rolta India Limited under section 219 of The Companies Act, 1956.
 
 Section 212 of the Companies Act, 1956, requires that we attach the
 Directors Report, Balance Sheet and Profit and Loss Account of our
 subsidiary companies. Since Consolidated Financial Statement are
 presented in the annual report which includes results of all
 subsidiaries, we applied to the Ministry of Corporate Affairs,
 Government of India and sought exemption from the requirement to
 present detailed financial statements of each subsidiary. Ministry of
 Corporate Affairs vide their letter dated 16th June 2008 granted their
 approval for exemption from attaching the annual accounts of our
 Subsidiaries. However the summarised financial information of the
 subsidiaries is published elsewhere in this Annual Report 2007-08, for
 information of members of the Company. The detailed financial
 statements and Audit Reports of Rolta India Limited and its
 subsidiaries are available for inspection at the Registered Office of
 the Company and upon written request from a shareholder, we will
 arrange to deliver copies of the detailed financial statements.
 
 Business Operations Overview and Outlook
 
 As per NASSCOM strategic Review-2008, the Indian IT sectors
 demonstrated ability to overcome challenges and continue on its strong
 growth trajectory reinforces the conviction in its fundamentally strong
 and sustainable value proposition. India continues to be the
 nerve-centre for global sourcing with over 2/3rd of the Fortune 500
 and a majority of the Global 2000 firms leveraging global service
 delivery -now sourcing from India. Market indicators and a strong track
 record strongly support the optimism of the industry in achieving its
 aspired target of US$ 60 billion in software and services exports and
 US$ 73-75 billion in overall software and services revenues, by 2010.
 
 In the engineering services sector, the NASSCOM/Booz Allen study
 “Globalisation of Engineering Services”, was the first to take a
 systematic and comprehensive view of the role of emerging markets in
 engineering services and assessing the evolution of the engineering
 market from 2005 to 2020. The study examined product and component
 design, plant design, process engineering and plant maintenance
 operations, for industries including automotive, aerospace, high tech,
 utilities, construction and industrial machinery. Current global
 spending on engineering services is US$ 750 billion projected to
 increase to US$ 1.1 trillion by 2020. The potential of offshoring
 engineering market in India is US$ 2 billion and is projected to
 increase to US$ 60 billion by 2020.
 
 Business Outlook
 
 During the year, your Company achieved consolidated revenues of
 Rs.10.72 Billion representing a growth of 50.7% and consolidated net
 profit of Rs.2.68 Billion signifying a growth of 38.2%. Your Companys
 three defined business segments aided by the engine of innovative
 application of technology enable it to deliver superior value to its
 customers.  The innovative nature of solutions and services offered by
 your Company across the globe has enabled it to be unique and dynamic,
 and to take a path not trodden by many.
 
 Rolta continues to retain its leadership position in GeoSpatial/GIS
 markets.  Your Company is Indias leading provider and developer of
 Information Technology based GeoSpatial Information Systems and one of
 the major providers of such services worldwide for segments such as
 defence, environmental protection, utilities, emergency services and
 town planning. With the launch of GeoSpatial FusionTM, high-end
 Photogrammetry and comprehensive Imaging technologies, Rolta has
 transformed its GeoSpatial offerings to now address large markets in
 the developed and developing worlds with its innovative solutions.
 
 Your Company has strengthened its position in the Engineering & Design
 business segment and has won several large contracts from both
 owner-operators and EPC companies world wide. Your Company has
 continued to move up the value chain and has launched a unique
 engineering enterprise solution-Engineering FusionTM thereby
 strengthening your Companys position as a world- class services
 provider, for Owner-Operators. With multi disciplinary project
 experience and domain expertise in the oil, gas, refinery,
 petrochemical, conventional and nuclear power sectors, your Company
 provides a complete range of advanced engineering design services
 encompassing plant life cycle e.g. designing, modeling, detailing,
 analysis, operations, maintenance and simulation.
 
 Your Company has accelerated its growth momentum in the E-ICT business
 group executing several large projects, worldwide. Your Company now
 addresses the enterprise- wide needs of companies, with its
 comprehensive range of solution and services for large scale ERP
 applications, sophisticated database requirements and business
 intelligence. Rolta has also launched mission-critical integration and
 fusion solutions built around Rolta e- FusionTM that enable
 instantaneous fusion of various disparate databases and software
 applications for generating real-time reports and immediate decision
 making.
 
 Your Companys joint venture company Stone & Webster Rolta Limited
 (SWRL) has executed projects for petrochemical companies and large
 refineries apart from providing engineering design services for global
 projects of the Shaw Group. The JV is a vertically integrated
 organization providing complete EPCM services including Engineering
 Design, Procurement Services and Construction Management activities.
 The JV builds upon Stone & Websters 115+ years of technology
 innovation and prowess and is very well placed to capture the huge
 opportunities from the emerging nuclear power sector by leveraging the
 strengths of the Shaw Group, a world leader in Nuclear Power, who also
 has a strategic stake in Westinghouse, a world leader in manufacturing
 nuclear reactors.
 
 Your Companys joint venture with Thales, France, has been
 incorporated. Owned 51% by Rolta and 49% by Thales, the JV provides
 state-of-the-art C4ISTAR information and communication systems for
 Defence, Aerospace and Security markets. Leveraging your Companys
 strong position in the Indian Defence GeoSpatial market, the Industrial
 Licenses awarded to your Company for Defence equipment/systems and
 taking advantage of transfer of technology from Thales, this JV is
 strongly positioned to address the significantly large markets in India
 and internationally. The Ministry of Defenses policy regarding
 offsets makes it mandatory for foreign organizations supplying
 defence equipment above certain threshold values to undertake
 obligations to obtain equipment/services from Indian companies up to a
 percentage of the contract value. This provision will further drive up
 the demand for defence related solutions and services provided by your
 Company.
 
 Your Company has a clear and focused acquisition strategy.  It will
 acquire companies, business divisions or technologies, that enable the
 Company to grow and which have attributes, like, cutting-edge IPRs,
 synergy with the Companys lines of businesses, an established track
 record, give your Company access to new markets, are culturally
 compatible, enable your Company to move up the value chain and are
 accretive to shareholder value.
 
 In line with this philosophy, your Company has made various
 acquisitions. Your Companys US Subsidiary, Rolta International Inc.,
 had acquired Orion Technology Inc., a Canadian software and integration
 company specializing in enterprise web-GIS solutions, in July 2007.
 This acquisition enabled Rolta to distinctively position itself as a
 provider of spatial integration consulting, software, and
 implementation services for global markets; for customers who have a
 growing need for innovative, web-based, platform-neutral geospatial
 solutions to efficiently integrate their GIS resources to meet the
 information needs of their constituents.
 
 Through the acquisition of Broech Corporation (TUSC) in January 2008, a
 US based company having a global reputation as a source of unsurpassed
 expertise in high-end consulting for large-scale ERP applications,
 Fusion Middleware and core Database Technology based on Oracle
 
 Applications; your Company not only gained significant expertise, but
 also acquired advanced Intellectual Property, such as for data mining,
 visualization, instant SOA, etc. Your company continues to acquire
 advanced technologies and has also recently taken over WhitmanHart
 Consulting (WHC), thereby strategically positioning the Company in the
 high-end Business Intelligence domain.
 
 Your companys International Operations contributed about 45% of the
 consolidated revenues during 2007-08 with an accelerated growth
 momentum. Various strategic decisions implemented in overseas
 subsidiaries have resulted in improved results and this trend is
 expected to be maintained. Your Company achieved this by streamlining
 costs across all overseas operations, adding new lines of business and
 improved focus on productivity.  All the three regions, North America,
 Europe and Middle East, have reported better results. They have won
 several orders from prestigious clients in all the three segments of
 operation. Your Directors expect that with the efforts put in by the
 local management and by your Company, the operations of all the
 overseas subsidiaries will turn profitable in the near future.
 
 Your Companys strategic partnerships have helped your Company to move
 up the value-chain and to maintain a technical edge over competition.
 
 Your Company has addressed the needs of clients in the core sectors of
 Infrastructure, Defence, and Security during the past 25 years.  These
 sectors are poised to grow rapidly, not only in India, but also world
 wide.  Your Company, therefore, enjoys a vantage position to exploit
 emerging opportunities and thereby enter its next phase of growth with
 great confidence.
 
 CORPORATE GOVERNANCE
 
 Your Company continues to be committed to good corporate governance
 aligned with the best-of-breed corporate practices. It has complied
 with various standards set out by SEBI and various Stock Exchanges
 where it is listed.
 
 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.
 
 Trading in your Companys equity shares was made compulsory in the
 dematerialized form for all shareholders with effect from November 29,
 1999 in terms of the notification issued by SEBI. Your Company has
 achieved near total dematerialization with 97.77 % of its equity shares
 held in the electronic mode with NSDL and CDSL.
 
 Your Company set up, after its initial public offer an in-house
 Investor Service Cell that is recognized by SEBI. Your Company has
 established connectivity with the NSDL and CDSL depositories in India
 to provide prompt transfer and demat services. Your Company accords
 high priority to the dissemination of information to investors by
 posting its Annual Report, Quarterly Results, and Press Releases on its
 website.  Your Company has initiated various investor friendly measures
 as elaborated elsewhere in this Annual Report.
 
 HUMAN RESOURCES
 
 Roltas favorable work environment that encourages innovation and
 meritocracy besides having a vibrant work atmosphere has made your
 Company an employer of choice across geographies.  Your Companys HRD
 initiative revolves around the creation of a market driven
 organization.  In response to this your Company has instituted scalable
 recruitment and human resource management.
 
 Your Companys Human Resources policies are oriented towards its
 efforts to effectively drive an expanding business.  Your Company
 encourages employees to build new skills and competencies and has
 created an environment for knowledge sharing and team building that
 fosters continuous learning and innovation which remains a cornerstone
 of your Companys HR strategy. As a result, your Companys HR
 initiatives revolve around a market-focused, customer-centric culture.
 The resultant intellectual capital of your Company is supported by
 strong HR policies. Your Companys remuneration structure is
 benchmarked to the dynamics of the market place. Various performance
 incentives including stock options ensure higher productivity and
 commitment from ROLTAites at all levels.
 
 Your Company established Rolta Academy for high-end career oriented
 Technical Education and Training in various specialised domains, to
 engineers and IT Professionals, in specific domains such as Geospatial,
 Engineering Design, and Enterprise Information & Communication
 Technologies.  This initiative has been immensely successful to create
 a work-force specifically trained on the Companys technologies and
 methodologies.  This has not only enabled the Company to effectively
 meet requirements of rapid growth, but has also helped to improve
 motivation and reduce attrition levels.
 
 Your Company formulated and implemented Employee Stock Option Plan in
 accordance with the guidelines issued by SEBI. The details of the
 options granted and outstanding up to June 30, 2008, 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. The Company has received a certificate from the auditors
 of the Company that the scheme is approved by Members in the General
 Meeting have been implemented in accordance with SEBI guidelines and
 the resolutions of the Company passed at the Annual General Meeting.
 
 SOCIAL PROGRAMS
 
 Your Company believes that contributing to the well-being and
 development of society is an extension of everything we do. Reaffirming
 our role as a contributing member of social and economic environment,
 your Company aligns its business operations with social values and has
 undertaken various programs for the upliftment of the underprivileged
 by reaching out through its Rolta Foundation for the benefit of
 society.
 
 PARTICULARS OF EMPLOYEES
 
 Our Company is presenting the abridged accounts under Section 219 of
 the Companies Act, 1956. Pursuant to the Rules and Forms read with
 Section 219 of the Companies Act, 1956, the particulars of employees as
 required by Section 217 (2A) of the Companies Act, 1956, read with the
 Companies (Particulars of Employee) Rules, 1975) have not been
 provided. However, the particulars of employees as required by Section
 217 (2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employee) Rules, 1975, are available for inspection at
 the Registered Office of the Company and upon written request from a
 shareholder, we will arrange to deliver these details.
 
 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 2007-08 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 had prepared the Annual Accounts on a going concern
 basis.
 
 FIXED DEPOSITS
 
 Your 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. The last such unclaimed dividend amount of
 Rs.97,73,857/- for the financial year 2000, was transferred on July 14,
 2008.
 
 DIRECTORS
 
 The Board of your Company is broad based and comprises of individuals
 drawn from various fields. In accordance with the provisions of the
 Companies Act, 1956 and the Companys Articles of Association, Mr. R.
 R. Kumar, Lt. Gen. J. S. Dhillon (Retd.) and Mr. V. K. Agarwala retire
 by rotation in the forthcoming Annual General Meeting.  Being eligible,
 they offer themselves for re-appointment.
 
 Ms. Preetha Pulusani was appointed as Joint Managing Director w.e.f.
 March 1, 2008 for a period of 5 years. She has resigned from this full
 time position for family reasons as she has to return to the US. She
 will continue as an independent Director on the Board. The Board has
 been strengthened by the appointment of Additional Director viz.  Mr.
 V. K. Chopra, whose appointment requires the approval of the members at
 the ensuing Annual General Meeting.
 
 AUDITORS
 
 The Auditors of your 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.
 
 ACKNOWLEDGMENTS
 
 Your Directors thank all the shareholders, customers, business
 partners, Joint Venture partners M/s Stone & Webster Inc, USA and M/s
 Thales group, France, vendors, banks and financial institutions 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
 October 20, 2008                        Chairman & Managing Director