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,
2012. The Financial highlights for the year under review are given
(in Rs. Crore)
Year ended Financial
June 30, 2012 June 30, 2011
Sales of IT Solutions and Services 1,828.79 1,805.62
Other Income 36.18 30.78
Total Revenue 1,864.97 1,836.40
Cost of Materials 266.32 369.32
Employee Benefit Expenses 542.70 523.74
Finance Costs 113.97 60.76
Depreciation and Amortization Expenses 443.29 330.02
Other Expenses 212.95 192.26
Total Expenses 1,579.23 1,476.10
Profit / (Loss) Before Exceptional Items and Tax 285.74 360.30
Add : Sale of JV (Shaw Rolta Limited) - 103.65
Profit / (Loss) Before Tax 285.74 463.95
Tax Expenses 43.45 62.52
Profit / (Loss) for the year before
Minority Interest 242.29 401.43
Minority Interest 0.05 0.15
Profit / (Loss) for the year 242.34 401.58
The Company has been consciously strengthening its organization at all
levels with a focus on delivering high-value, enterprise-wide solutions
and services in India and in the international markets. During the
year, the Company brought on board a number of senior executives in all
geographies. These inductions are a part of Rolta''s transformation
from a services-centric company to one that is now delivering high-
value advisory services and sophisticated solutions based on Rolta''s
The Company continues to receive recognition as a leading player in its
areas of focus. For example, in a recent global trade conference,
World Geospatial Forum in Amsterdam, Rolta received several awards in
recognition of Rolta''s innovative deployment of geospatial
The Company''s total consolidated revenue for the year 2011-12 was Rs.
1,828.79 Cr. representing a growth of 1.3% (Rs. 1,805.62 Cr. for the
previous year ended June 30, 201 1). During the year Company further
transformed its business by moving up the value chain & focusing on
solution sales based on Company''s own IP. In this process Company has
consciously moved away from the low end services due to which the
growth in revenues has been in low single digit. However, the Company
expects better momentum in solution sales which will drive future
revenue growth. Profit after tax in the year ended 30th June, 2012 was
Rs. 242.34 crore after providing Mark to Market losses on foreign
currency fluctuation for Rs. 118.83 crore as against Rs. 401.58 crore
(including exceptional item) in the year ended 30th June, 2011. This
represents decline of 39.7% which is mainly due to exceptional one-time
profit on sale of Joint Venture (JV) accounted during last fiscal and
also Mark to Market losses on foreign currency fluctuation provided
during the year. The basic earnings-per-share for the year was Rs. 15.02,
computed by considering the weighted average number of shares
outstanding during the year as per the provisions of ''Accounting
Standard-AS-201 issued by the Institute of Chartered Accountants of
The Company''s net worth increased to Rs. 2018.57 Cr. as on June 30, 2012
from Rs. 1898.97 Cr. in June 2011, reflecting the inherent strength of
the Company. The book value per share as on June 30, 2012 is Rs. 125.12
as against Rs. 117.71 at the end of June 30 of last year signifying
substantial enhancement in shareholder value.
Your Directors are pleased to inform you that the Company''s standalone
revenue registered steady growth and was Rs. 1,468.07 Cr. for the year
ended June 30, 2012 as against Rs. 1448.75 Cr. in the previous year,
signifying a growth of 1.3%. The standalone net profit after tax for
the year ended June 30, 2012 was at Rs. 327.34 Cr. as against Rs. 495.36
Cr. in the previous accounting year reflecting a decrease of 33.9%
mainly due to exceptional one-time profit on sale of Joint Venture (IV)
accounted during last fiscal and also Mark-to-Market losses on foreign
currency fluctuation provided during the year.
(in Rs. Crore)
Year ended Financial
June 30, 2012 June 30, 2011
Sales of IT Solutions and Services 1,468.07 1,448.75
Other Income 35.84 27.59
Total Revenue 1,503.91 1,476.34
Cost of Materials 257.82 355.64
Employee Benefit Expenses 209.98 197.44
Finance Costs 103.70 53.30
Depreciation and Amortization Expenses 433.61 321.36
Other Expenses 138.14 113.46
Total Expenses 1,143.25 1,041.20
Profit / (Loss) Before Exceptional
Items and Tax 360.66 435.14
Add : Sale of JV (Shaw Rolta Limited) - 122.73
Profit / (Loss) Before Tax 360.66 557.87
Tax Expenses 33.32 62.51
Profit / (Loss) for the year 327.34 495.36
Consolidated Financial Results under International Financial Reporting
In continuation of its pursuit of high standards of corporate
governance and to provide transparent and additional information in
compliance with the regulation of the London Stock Exchange wherein the
Company''s GDRs have been listed, the Company has also prepared its
consolidated Accounts for the year ended June 30, 2012 drawn under the
International Financial Reporting Standards (IFRS), duly audited in
accordance with International Standards on Auditing by M/s Grant
Thornton, a leading International Accounting firm.
As per the consolidated accounts drawn under IFRS, the Company recorded
revenues of Rs. 1828.79 Cr. for the financial year ended June 30, 2012,
whilst the net profit/(loss) after tax for the year was Rs. (95.94) Cr.
The difference in the net profit as arrived under the Generally
Accepted Accounting Practices in India, and net profit under IFRS was Rs.
(338.28) Cr. mainly on account of the following factors:
to Rs. 2.17 Cr.,- Share based payments to employees Rs. (2.55) Cr.,
Redemption premium payable on FCCBs Rs. (73.99) Cr.
Reversal of Exchange Difference Capitalised as per AS 11 Rs. (249.10) Cr,
Interest swaps Rs. (18.45) Cr, and deferred taxation Rs. 3.64 Cr.
Redemption of FCCBs
The company had redeemed the outstanding Foreign Currency Convertible
Bonds (FCCBs), aggregating US$ 134.78 Million including redemption
premium of US$ 38.09 Million on 28th June, 2012 which is before the
maturity date. After this redemption, there are no FCCB outstanding.
The Company had made the payment to Principal Agent of FCCBs —
Deutsche Bank AG, London Branch on the same day.
With this redemption, the Company had also completed the process of
delisting of these bonds from Singapore Exchange Securities Trading
Limited (SGX) on receiving a letter dated 4th July 2012 stating
effective date of removal of bonds from their official list of SGX-ST
as 5th July, 2012.
Your Directors are pleased to recommend dividend of Rs. 3.00 per share.
The total quantum of dividend, if approved by members, will be Rs. 48.40
Cr., while Rs. 7.85 Cr. will be paid by the Company towards dividend tax
and surcharge on the same. Dividend in the hands of the shareholders
will be tax-free.
The Register of Members and share transfer books will remain closed
from November 17, 2012 to November 24, 2012, both days inclusive. The
dividend will be paid to those shareholders whose names appear on the
Register of Members of the Company on November 16, 2012.
The Consolidated Financial Statements of the Company along with those
of its subsidiaries prepared as per Accounting Standards AS-21 and
AS-27 of the Institute of Chartered Accountants of India form part of
the Annual Report. Pursuant to a General Circular no. 2/2011 dated 8th
February, 2011, the Ministry of Corporate Affairs has provided an
exemption from complying with Section 212 provided such companies
publish the audited consolidated financial statements in the Annual
Report. Accordingly, the Annual Report 2011-12 does not contain the
financial statements of our subsidiaries. The audited annual accounts
and related information of our subsidiaries, where applicable, will be
made available upon request. These documents will also be kept for
inspection by any shareholders during business hours in the head office
of the Company in Mumbai.
The particulars as prescribed under Section 217(1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are also annexed and form
part of this report.
BUSINESS OPERATIONS OVERVIEW AND OUTLOOK
Despite economic uncertainties in the US and Europe, India''s
software body NASSCOM estimates, aggregate revenue of IT BPO industry
for FY 2012 crossed 100 Billion. Aggregate IT software and services
revenues (excluding hardware) reached USD 88 Billion. Export revenue
(excluding hardware) reached USD 69 Billion in FY 2012. For FY 2013,
the export revenues are expected to grow by 11-14 per cent while the
domestic revenues will grow by 13-16 percent.
The Company continues to be amongst leading players in the Indian
Defense and Security markets by comprehensively addressing
sophisticated and large requirements of the Indian Defence Services,
across the ''sensor-to-shooter'' chain. Its range of solutions
encompasses cutting-edge technologies covering Command, Control,
Communications, Computers, Intelligence, Surveillance, Target
Acquisition and Reconnaissance (C4ISTAR). Similarly, in the area of
Homeland and Maritime Security, the Company has expanded its exhaustive
portfolio by launching state-of-the-art solutions for maritime safety &
security and field proven homeland security applications.
While the Company is strongly positioned in its traditional areas of
business in Geospatial Defence, its capabilities have strengthened
significantly and as a result the Company today serves markets that are
much larger than ever before. Hence, the size of the Company''s
addressable market has grown from about US$ 100 million p.a. to a few
billion US dollars, in the mid- term. With its ever increasing
capabilities, including a strong track-record, cutting-edge
technologies, world-class partners and tremendous domain expertise, the
Company is very well positioned to address the large, emerging Defense
and Security modernization programs, like Battlefield Management
Systems, Digital Soldier, Vehicle Systems, Crime & Criminal Tracking
Network Systems, etc.
The Company provides comprehensive, Earth Science solutions with some
of the most advanced Geo-Imaging & Photogrammetry capabilities like
automatic change detection using a combination of Satellite and
Synthetic Aperture Radar imagery, etc. The Company''s unique brand of
ROLTA Geospatial Fusion™ framework is a state-of-the-art geospatial
enterprise integration and business intelligence solution.
Infrastructure investments in emerging markets like the middle-east and
India are driving the need for base mapping, earth sciences and
intelligent 3D city models. While the developed markets like US, demand
enterprise integration and business intelligence, the Company is very
well placed to capture growth opportunities in both these markets
through its IP led solutions, huge services infrastructure and
The Company continues to strengthen and build its EITS portfolio and
capabilities and now has the full stack of IT solutions with
top-of-the-line offerings, which bring together the latest technologies
of Business Intelligence, Business Analytics, Cloud Computing, SOA and
Enterprise Application Integration. While, the Company continues to
further develop and enhance its innovative solution ROLTA
iPerspective™ Suite — a world-class, rapid application development
workbench focused on EAI for creating, building and deploying
integration components automatically, drastically reducing the effort
required for enterprise application integration, it has also launched
its ROLTA OneView™ solution for power and utilities.
In the Engineering domain, the Company has opened up a much larger
market space by positioning the ROLTA OneView™ solution across a
spectrum of Owner-Operators, to address on- going Opex requirements, in
the Oil & Gas, Power Generation, Petrochemicals, Chemicals and
Utilities sectors. This is an innovative Business Intelligence solution
with field-proven benefits for plant operators to significantly improve
operational efficiencies and reliability. ROLTA OneView™ has been
deployed successfully in multiple refineries of one of the world''s
largest Oil companies and has now been extended to additional
industries, as above, which opens up significant opportunities across
1,000s of plants worldwide. The Company enjoys a large market share in
India for Engineering Design Automation tools and services. With its
unique combination of Engineering and IT expertise the Company provides
comprehensive solutions to EPCs for the CAPEX side and to plant
Owner-Operators, for the OPEX side.
To further strengthen its business and offerings, the Company continues
to acquire companies, key technologies and assets of reputed companies.
Worldwide, the Company, with its innovative and high performance BI
solutions, is a Platinum Partner for Oracle. Similarly, the Company is
a strong partner of SAP and other world-leading technology companies
like Microsoft, CA, ESRI and Intergraph. Additionally, in the Defence &
Security domain, the Company has established many strategic
partnerships with world-leading Companies, like, Thales (France), Selex
Elsag (Italy), Qioptiq (UK), Cobham (UK), NESS (Israel), Controp
(Israel), Aselsan (Turkey), Karel (Turkey), Transvaro (Turkey) and ECIL
The Company''s global acquisitions, partnerships and collaborations have
helped the Company develop a solid understanding of international
geographies, constantly evolving technologies and to capture the
higher-end of the value chain.
CORPORATE SOCIAL RESPONSIBILITY
The Ministry of Corporate Affairs, has released a set of voluntary
guidelines on Corporate Social Responsibility (CSR) in December 2009.
The Company is proactively practicing the guidelines laid down. Some of
the activities carried out by the Company as a part of its CSR
initiatives are briefly described separately in the Annual Report.
Rolta continues to be committed to good corporate governance aligned
with the best practices. It has complied with all the standards set out
by SEBI and the Stock Exchanges.
A separate Report on Corporate Governance along with Auditors''
Certificate on compliance with the conditions of Corporate Governance
as per Clause 49 of the Listing Agreement with the Stock Exchanges is
provided as a part of this Annual Report, besides the Management
Discussion and Analysis, Risk Management and Shareholders Information.
The Company has achieved dematerialization of 98.17% of its equity
shares held in the electronic mode with NSDL and CDSL.
In order to expedite the process of share transfer and in line with
Clause 49 of the Listing Agreement, the Company has delegated the power
of share transfer to R&T Agent M/s. Link Intime India Pvt. Ltd. Rolta
accords high priority to the dissemination of information to investors
by posting its Annual Report, Quarterly Results, and Press Releases on
its website. The Company has initiated various investor- friendly
measures as elaborated elsewhere in this Annual Report.
The Company continues to be an employer of choice attracting talent
from globally reputed organizations. The organization offers a unique
opportunity to master various technologies as it is one of the few
companies in the IT space that offer both product development and
consulting opportunities to employees. Concern for employees'' needs and
empowering work environment along with good compensation, result based
appraisals and rewards, focus on learning and grooming and multiple
career growth avenues are just some of the incentives available to
Roltaites. Roltaites and Industry experts have continuously rated Rolta
as a great place to work. We are pleased to inform you that Rolta has
been ranked at the 2nd position in the 2012 Dataquest - CMR Survey of
Best Employers in the IT Sector. We continue to retain our position in
top 5 Best Employers for the fifth year in a row. This consistent
rating by an external agency has been made possible due to the strong
culture and bonding created by our employee-friendly policies.
Our focus on making Rolta a wonderful place to work is recognized in
this survey and our employees have rated us as number one on parameters
like fair and transparent appraisal system, competent salary and job
content & satisfaction. We have consistently scored high on parameters
like focus on learning and development, dream Company to work with and
equal opportunity employer.
The Company has an Employee Stock Option Plan in accordance with the
guidelines issued by SEBI. The details of the options granted and
outstanding up to June 30, 2012, as required by clause 12 of the SEBI
(Employees Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines, 1999, are set out in the Annexure to this Report.
PARTICULARS OF EMPLOYEES
Information as required under section 217(2A) of the Companies Act
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended forms part of this report. However, as per the provisions of
section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
Accounts are being sent excluding the statement containing the
particulars to be provided under section 217(2A) of the Companies Act,
1956. Any member interested in obtaining such particulars may write to
the Company Secretary for a copy thereof.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required by Section 217 (2AA) of the Companies Act 1956 your
Directors confirm that;
In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations regarding
material departures, if any.
The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2011-12 and of the profit
of the Company for that financial year.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
The Directors have prepared the Annual Accounts on a ''going concern
The Company has adequate internal systems and controls in place to
ensure compliance of laws applicable to the Company.
The Company has not accepted any deposits and, as such, no amount of
principal or interest was outstanding on the date of the Balance Sheet.
TRANSFER OF UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 205A (5) of the Companies Act,
1956, the dividends declared by the Company on equity shares, which
have remained unclaimed for a period of seven years, have been
transferred by the Company to the Investor Education and Protection
Fund (IEPF) established by the Central Government pursuant to Section
205C of the said Act, last such unclaimed Dividend amount of Rs.
55,47,526 for the financial year 2003-04 was transferred on January 24,
2012. The unclaimed Dividend amount for the next financial year 2004-05
, will be transferred in the month of January 2013.
The Board of Directors of the Company is broad based and comprises of
individuals drawn from various fields. In terms of the Corporate
Governance norms the Board of the Company comprises of 11 Directors,
six of whom are Independent Directors. In accordance with the
provisions of the Companies Act, 1956 and the Company''s Articles of
Association, Mr. K. R. Modi, Mr. Ben Eazzetta and Lt. Gen. J. S.
Dhillon (Retd.) retire by rotation in the forthcoming Annual General
Meeting. Being eligible, Mr. K. R. Modi, Mr. Ben Eazzetta have offered
themselves for re-appointment. Lt. Gen. J. S. Dhillon (Retd.) did not
offer himself for re-appointment as Director due to his other
pre-occupation. The Board placed on record it''s deep appreciation for
the valuable services rendered by Lt. Gen. J. S. Dhillon (Retd.)
during his tenure of service with the Company. The Board has
re-appointed Mr. Hiranya Ashar as Director Finance & Chief Financial
Officer of the Company w.e.f. 1st November 2012 for a period of five
The Auditors of the Company, M/s Khandelwal Jain & Co. Chartered
Accountants, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
Your Directors thank all the shareholders, customers, vendors, other
business partners, Joint Venture Partner and banks for the support
extended by them. We also thank the Central Government, the concerned
State Governments, and other Government authorities for their support.
Your Directors also wish to place on record their appreciation of the
contribution made by ROLTAites at all levels but for whose hard work,
solidarity and support your Company''s consistent growth would not have
For and on behalf of the Board of Directors,
Mumbai Kamal K Singh
23rd October, 2012 Chairman & Managing Director