Rolta India

1.  CONTINGENT LIABILITIES NOT PROVIDED FOR
 
 (Rs. in lacs)
 
                                               As at             As at
                                            30.06.08          30.06.07
 
 i.     B/G & B/D given by Bankers          17237.40           8475.99
 (including counter guarantees
 issued by them)
 ii.    Letters of Credit issued by Bankers   462.88            103.64
 
 2.    Estimated amount of contracts remaining
 to be executed on Capital account and not   1533.75            511.88
 provided for (net of advances).
 
 3.  Interest income is net of interest expenses amounting to Rs.494.50
 lacs.
 
 4.  The outstanding balances as at 30th June, 2008 in respect of Sundry
 Debtors, Creditors, Loans and Advances, Deposits and certain bank
 accounts are subject to confirmation from the respective parties and
 consequential reconciliation / adjustments arising there from, if any.
 The management, however, does not expect any material variation.
 
 5.  In the opinion of the Board, all current assets, loans & advances
 and other receivables are approximately of the value stated, if
 realised in the ordinary course of business.
 
 5a. In the current financial year, the Company, in addition to the
 provision made for the previous year ended 31st March, 2008, has
 estimated the Income Tax provision for the subsequent three months
 period ended 30th June, 2008, the ultimate liability for which will be
 determined on the basis of figures for the previous year ending 31st
 March, 2009.
 
 b.  The Company has calculated its tax liability after considering
 Minimum Alternative Tax (MAT).The MAT liability can be carried forward
 and setoff against the future tax liabilities.  Accordingly Rs.233.90
 lacs is carried forward and shown under Provision for Income Tax(net
 of advance tax & credit for MAT) in the Balance Sheet as on 30th June
 2008.
 
 c.  Income Tax Provision as at 30th June 2008 includes Rs. 3277.11 lacs
 (previous year Rs.1140.00 lacs) towards Current Income Tax, Rs. 8.00
 lacs ( previous year Rs.5.00 lacs) towards Wealth Tax, Rs. 1126.79 lacs
 (previous year Rs. 928.97 lacs) recognised and charged to Profit & Loss
 Account. on account of Deferred Tax, Rs. 118.17 lacs (previous year
 Rs.75.00 lacs) on account of Fringe Benefit Tax and Rs.233.90 lacs
 towards MAT credit.
 
 6. Out of total 160,897,551 ( P. Y. 80,118,508) Equity Shares :- a.
 15,537,662 ( P. Y. 15,537,662) Equity Shares of Rs.10/- each have been
 allotted as fully paid up for consideration other than cash to the
 shareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd.,
 Rolta Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., Rolta
 Consultancy Services Pvt. Ltd., persuant to Scheme of Amalgamation.
 
 b.  8,807,272 ( P. Y. 8,807,272) Equity Shares of Rs. 10/- each have
 been allotted as fully paid up for consideration other than cash to the
 shareholders of erstwhile Rolta Design and Conversion Services Limited,
 persuant to Scheme of Arrangement.
 
 c.  996,904 ( P. Y. 354,384 ) equity shares issued persuant to Employee
 Stock Option Plan.
 
 d.  16,071,429 ( P. Y. 16,071,429) Equity Shares of Rs. 10/- each were
 issued by way of US $ Equity Issues represented by Global Depository
 Receipts (GDR), at a priceof US $ 5.60 per Share (inclusive of
 premium).
 
 e.  80,136,523 ( P. Y. Nil) Equity Shares, fully paid up have been
 issued as bonus shares by capitalization of Securities Premium.
 
 7. The company on 28th June2007 issued Zero Coupon Foreign Currency
 Bond (FCCB) aggregating to US $ 150 million at par. The bondholders
 have an option to convert these bonds in equity shares at an initial
 conversion price of Rs.368.70 (as adjusted by 1:1 bonus issue) per
 share at fixed exchange rate (Rs.40.75 = US$ 1.00) between August 08,
 2007 and June 22, 2012. The conversion price will be subject to certain
 adjustment in certain circumstances as detailed in the Offering
 Circular (OC).
 
 The Bonds can be mandatorily converted into Shares, in whole but not in
 part, at the option of the Company on or at any time after 28 June 2008
 but not less than seven business days prior to the maturity date at the
 conversion price and on the terms and conditions as defined in the OC.
 
 Further under certain condition, the company has an option for early
 redemption of the bonds in whole but not in part Unless previously
 converted, redeemed or repurchased or cancelled the company will redeem
 these bond at 139.391 percent of the principal amount on June 29, 2012.
 
 The proceeds from the FCCB issue were utilized for the purpose for
 which the bonds were used i.e funding the capital expenditure,
 expansion of existing facilities, establishing new units, investment in
 Subsidiary Companies and for acquisition overseas.
 
 Hitherto, the company was accounting the premium payable on redemption
 of bonds in the year when the bonds were redeemed, repurchased or
 cancelled. During the year the company has changed its aforesaid policy
 and started providing for the said premium over the tenure of the
 bonds. Consequent to this change an amount of Rs. 510,526,091/-
 (inclusive of Rs. 4,161,897/- pertaining to previous year) has been
 provided for and debited to Securities Premium Account. The change does
 not have any impact on the profit for the year.
 
 8. There are no dues to Micro and Small Enterprises as at 30th June
 2008. This information as required to be disclosed under the Micro,
 Small and Medium Enterprises Development Act, 2006 has been determined
 to the extent such parties have been identified on the basis of
 information available with the Company
 
 9. There are no amounts due and outstanding to be credited to Investor
 Education and Protection Fund.
 
 10. Employee Benefits
 
 i. During the current year, the Company has adopted the revised
 Accounting Standard 15 (AS 15), Employee Benefits as issued by the
 Institute of Chartered Accountants of India.  Pursuant to the adoption
 the transitional obligation amounting to 328.92 lacs has been adjusted
 against the opening balance of General Reserve.
 
 ii. Disclosure relating to Employee Benefits in accordance with
 provision of revised Accounting Standard (AS)-15