Rolta India
BSE: 500366 | NSE: ROLTA | ISIN: INE293A01013 | Computers - Software
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Jun '08 |
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 |
|
![]() | |
| Source : Religare Technova | |
![]() | |




Online


