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Rolta India

BSE: 500366|NSE: ROLTA|ISIN: INE293A01013|SECTOR: Computers - Software
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Directors Report Year End : Mar '18    Mar 16

Dear Members,

The Directors are pleased to present the 28th Annual Report on the business & operations of your Company together with Audited Financial Statements & Auditor''s Report for the Financial Year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

The Company''s financial performance, for the year ended 31st March, 2018 is summarised below:

(Rs. In Crore)

Consolidated

Financial year ended March 31st, 2018

Financial year ended March 31st, 2017

Revenue

Sales of IT Solutions and Services

2,860.81

3,179.88

Other Income

27.29

43.68

Total Revenue

2,888.10

3,223.56

Expenses

Cost of Materials & Technical Subcontractors

1,280.46

1,329.61

Employee Benefit Expenses

576.66

703.96

Finance Costs

616.04

556.74

Depreciation and Amortization Expenses

268.22

263.09

Other Expenses

174.40

197.00

Exchange Difference Gain / (Loss)

16.26

(5.34)

Total Expenses

2,932.04

3,045.06

Profit / (Loss) before Exceptional items and tax

(43.94)

178.50

Profit / (Loss) from ordinary activities before tax

(43.94)

178.50

Provision cum Write off of Debtors

536.84

Profit / Loss before Tax

(43.94)

(358.34)

Tax expense / benefit

(61.75)

525.08

Profit / (Loss) for the year

(105.69)

166.74

Results of Operations and the State of Company''s Affairs

During the financial year 2017-2018, your Company has registered consolidated revenue for financial year ended March 31, 2018 at Rs.2860.81 Crore against Rs.3179.88 Crore in previous year, registering a decrease in Yearon-Year growth of 10 %. The total Consolidated Earnings before interest, tax, depreciation and amortization (EBITDA) for financial year ended March 31, 2018 is Rs.829.29 Crore against Rs.949.31 Crore in previous year, registering a Year-on-Year decline of 12.60%. Consolidated loss after tax for the financial year ended March 31, 2018 is Rs.105.69 Crore as against profit of Rs.166.74 Crore in the previous year.

The basic Earnings Per Share after exceptional item and tax for the financial year ended March 31, 2018 was Rs. (6.40) as against previous period Rs.10.20. The basic Earnings Per Share was computed by considering the weighted average number of shares outstanding during the period as per the provisions of ''Accounting Standard 20'' notified under Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rule 2014.

The Company''s consolidated net worth decreased to Rs.2488.43 Crore as on March 31, 2018 from Rs.2584.63 Crore in March 31, 2017, reflecting the inherent strength of the Company. The book value per share as on March 31, 2018 is Rs.150.57 as against Rs.157.31 at the end of March 31, 2017.

Financial performance:

The Financial performance on Standalone basis is as follows:

(Rs. In Crore)

Standalone

Financial year ended March 31st, 2018

Financial year ended March 31st, 2017

Revenue

Sales of IT Solutions and Services

1432.81

1,454.91

Other Income

11.96

13.52

Total Revenue

1444.77

1,468.43

Expenses

Cost of Materials & Technical Subcontractors

563.74

374.20

Employee Benefit Expenses

100.54

137.73

Standalone

Financial year ended March 31st, 2018

Financial year ended March 31st, 2017

Finance Costs

224.57

150.65

Depreciation and Amortization Expenses

99.91

95.01

Other Expenses

54.69

79.71

Exchange Difference Gain / (Loss)

13.13

(11.34)

Total Expenses

1,056.58

825.96

Profit / (Loss) Before Exceptional Items and Tax

388.19

642.47

Exceptional Items Less: US Bonds Liabililty

Less : Provision cum Write off of Debtors

272.00

536.84

Profit / (Loss) Before Tax

116.19

105.63

Tax Expenses

37.45

(0.14)

Profit / (Loss) for the year

153.64

105.49

The Company''s standalone revenue was Rs.1432.81 Crore for the financial year ended March 31, 2018 as against Rs.1,454.91 Crore for the previous financial year ended March 31, 2017 representing (1.50)% decrease. The Profit after tax for the financial year ended March 31, 2018 is Rs.153.64 Crore as against Rs.105.49 Crore in the previous financial year ended March 31, 2017 representing an increase of 45.64%.

Rolta India Limited and certain of its international subsidiaries (the Group) on 17 July 2018, has entered into an agreement to implement a revised restructuring of its US0,000,000 8.875% Senior Notes Due 2019 and US0,000,000 10.75% Senior Notes due 2018 (together the Senior Notes) with an ad hoc committee (Ad Hoc Committee) of holders of its Senior Notes (Noteholders). The Ad Hoc Committee has signed a Second Restructuring Support Agreement (Second RSA). The Second RSA contains the material terms of the consensual restructuring (the Restructuring) that is expected to strengthen the Group''s capital structure and enable its day-to-day business operations to continue without disruption. The Group has informed the Ad Hoc Committee that due to unforeseen circumstances the Group will be unable to perform its obligations under the second Restructuring Support Agreement entered into on July 17, 2018 (the Second RSA). As a consequence the Group expects the Ad Hoc Committee to terminate the Second RSA.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Digital Transformation has emerged as a driver of sweeping change in the world around us. It is the integration of digital technology into all areas of a business resulting in fundamental changes of how businesses operate and how they deliver value to customers. This digital revolution is being fuelled by technologies such as the Cloud, Mobility, Enterprise /Cyber Security, Internet of Things (IoT) and Big Data Analytics, AI amongst others. The nexus of these technologies and the pervasive hyper connected networks is responsible for the deluge of digital data and is posing major challenges to organizations. With over 80% of digital data having a locational context, adding a geospatial dimension is vital for deeper insights. Globally, organizations cutting across Industries are increasingly demanding Digital Transformation solutions to remain relevant and succeed in the Digital Economy.

Rolta has been charting a course to constantly transform itself to remain relevant in the face of relentlessly changing digital technologies and market needs while remaining focused on core competencies. The Company continues to make investments in developing differentiating intellectual property (IP) targeted to this growing demand for Digital Transformation Solutions.

Rolta with its rare combination of deep Geospatial and Engineering expertise combined with its IT prowess and differentiated IP based software packages has established an enviable track record to help its customers on their Digital Transformation in each of the areas it serves. As a result, Rolta has not only retained its competitive edge but at the same time has been awarded very large multi-million dollar contracts across varied asset intensive industries globally.

India Defence and Security

Rolta continues to be in a leadership position in the Indian Defence and Security software market of Command and Control (C2) & Intelligence, Surveillance and Reconnaissance (ISR) and assisting them to usher in their Digital Transformation. The Company''s world class indigenously developed Military-of-the-Shelf (MOTS) IP has been deployed and proven operationally, across the country. Accordingly, Rolta is considered amongst a handful of highly accomplished companies that meet the stringent ''Make India'' vision of the Government. Defence Procurement Procedure promulgated by the Ministry of Defence (MoD), introduced the categorization of Indigenously Designed, Developed and Manufactured (IDDM) as most preferred category for procurement to fulfil this vision. As a result, Rolta is poised to greatly benefit due to its track record and investments in creating indigenous products and solutions for Indian defence over last 20 years.

Today, Rolta''s C2 & ISR solutions are deployed in large number of locations of the Indian Army which are acting as great force multiplier for the National security. Rolta has enhanced its portfolio with development of its Next Gen ISR software suite, to join a handful of companies worldwide that have this sophisticated technology to fully exploit the latest advances in satellite and aerial imaging. With its cutting edge technologies, Rolta will continue to provide its stellar solutions to meet the operational requirements of the three services.

Battlefield Management System (BMS): The Battlefield Management System (BMS), aimed at ushering in Digital Transformation of the Indian Army, is one of the largest such program in the world. The BMS solution provides situational awareness, visualization and Decision Support with the aim of optimizing the operational effectiveness of tactical units. Ministry of Defence (MoD) has selected the exclusive consortium of BEL, Bengaluru and Rolta as a Development Agency and continues to progress.

War Gaming: Rolta is actively involved in developing indigenous software application for Aakrosh, the Indian Army''s War gaming project for Counter Insurgency and Counter Terrorism (CI/CT) operations. This will meet the Army''s need for smart solutions to provide dynamic andcost-effective training by simulating operational and strategic scenarios. On completion in a few months, it will be a first of its kind War gaming solution for training Battalion/Company and Platoon levels of the Indian Army to meet the real challenges being faced by them.

Communications: In Defence communication domain, Rolta has adopted a focused approach towards communication solutions based on Software Defined Radio (SDR) and in collaboration with technology partner is responded to the DG Signals requirements for their high value SDR project.

Next Generation C2ISR Solutions: Rolta''s 64 Bit next generation Indigenous ISR technologies include Rolta Advance Imaging Suite (RAIS) being extensively used for trans-border based Imagery Intelligence (IMINT) collection using multi-date stereo / mono high-resolution satellite Imagery, mission specific oblique aerial photography and UAVs/ Drone feeds in real-time. RAIS is capable of rapidly producing variety of valued added military geospatial data products such as true ortho, PAN sharpened imageries, seamless mosaic covering the entire Command theatre / Corps zone etc. rapidly. Rolta working with the armed forces to address their upcoming requirements for latest ISR systems to modernise the Intelligence Systems of the Army through the Buy Indian IDDM categorization.

Defence Security: Rolta''s indigenous Defence Security Solutions includes world-class IP of Rolta products. Rolta continues to play a strong role in the Defence Security market in India by providing a full gamut of solutions like Border Security Management, Critical Military Infrastructure Protection like Naval Airfield, Air force Airfield, Defence Cyber Security, Coastal Security, Vessel Traffic Management Solution (VTMS) to Army to BSF to Navy to Air force. Rolta''s Indigenous Defence Security Solutions, which include field proven software like Rolta Command & Control — Critical Infrastructure™ and Rolta Command & Control — Coastal Security™ have been recognized for the significant value they bring to security programs across the nation. These are also accepted in India''s ambitious Smart City programs. These IPs are constantly upgraded to meet newer market demands and in sync with modern technology and platforms. Border Security & Management along 15000 Km of the country''s land borders and 7500 Km of its Coastline, presents huge opportunities for Rolta''s portfolio of indigenous Command & Control (C2) solutions.

Defence Security & Analytics: Rolta has successfully harnessed Geo-BI and Big Data Analytics technologies for meeting the needs of the Indian Defence. These indigenous solutions provide Geospatial enabled Machine Learning, Artificial Intelligence, Predictive, Prescriptive and Spatial Analytics which will be utilized to address large Defence digital enablement programs.

Geospatial Solutions: With decades of expertise and leadership in the Geospatial technologies, Rolta has built a formidable track record and IP for replicable Smart City Solutions which include creation of rich geospatial enabled digital repositories, build geo enabled business critical applications, and deep learning based advanced geospatial analytics to drive business outcomes. Rolta has been successfully leveraging its Geospatial expertise and proven IP in the areas of Smart Cities and e-Governance. The Company has built an enviable portfolio for addressing a wide spectrum of Smart City requirements cutting across Utilities, Transportation, Environment, Land Management Public Works, Urban Planning, Disaster Management and Safety amongst others. These products typically provide intuitive actionable insights by contextually integrating numerous agency-centric systems while also offering a visually rich means of collaboration and communication of spatial data. Rolta has deployed till date more than 400 geospatial enabled Smart City projects in various parts of the world across Canada, North America, Europe, Middle East and India.

Engineering Digital Information Management Systems: One of the biggest challenges for companies, especially asset intensive organizations, is how to effectively manage all their diverse types of assets, without creating a huge management work load that impacts the profits.

Organisations require effective Asset Life cycle Management for both strategic as well as tactical maintenance and analytics. Rolta''s unique ability to integrate its portfolio of engineering solutions with enterprise level IT has positioned the Company to address this growing demand. Leveraging on its Engineering strengths, Rolta has built an enviable track record to help asset intensive industries in their quest for digital transformation, by combining deep industry domain knowledge and cross-functional technical expertise.

Enterprise IT, Cloud, Mobility and Cyber Security Solutions:

Technology advances in Infrastructure solutions are enabling business leaders to drastically reduce the high capital costs associated with IT and disruptive implementation time as they move into Cloud, and hybrid Cloud based solutions. Customers are increasingly looking for a single vendor capable of designing, delivering, optimizing and subsequently managing their Enterprise wide solutions. Rolta''s focus in the area of Enterprise delivers end-to-end solutions addressing a variety of Enterprise IT, Converged System, Cloud Transformation, Mobility and Enterprise / Cyber Security requirements by combining its innovative IP and technical skills, resulting in significant success and traction globally.

Big Data Analytics: The Internet of Things (IoT) and Big Data are two emerging technologies that are changing the way business is done and is gaining remarkable momentum world over. It is imperative for organisations embarking on Big Data Information Management journey to migrate and consolidate their data and reporting land scape to next generation high performance analytics platforms supporting self-service BI to empower business users in the digital age while also optimizing their recurring IT costs. Organisations who recognize the fundamental value in this data and learn to extract it will be able to reap the huge benefits. Rolta''s rich heritage of creating and designing digital repositories enriched with geospatial and engineering data has uniquely positioned the Company to analyse complex data patterns and thereby extract deep insights from the digital data. This is enabling the Company to address the Industry 4.0 Digital enterprise programs that process manufacturing industries are embarking on. The Company addresses the full spectrum of IoT and Big Data analytics maturity journey covering initial advisory, data discovery, enablement of big data landscape, establishing an asset information model (AIM)to secure IoT integration and culminating in advanced analytics.

The flagship Rolta OneView® Enterprise Suite is a unique, Big Data Analytics solution that addresses the needs of enterprises to exploit the business value of Big Data. Rolta OneView® leverages the company''s patented technology for real-time IoT integration of sensor data from disparate operations and business systems to offer cross functional visibility of all the critical business functions. Ongoing innovations such as AI, Deep Machine Learning, Data Lake and Predictive Analytics together with new features and functionality including embedded process integration and rules platform, Data Lake, Enterprise Asset Condition Monitoring, 3D/4D Spatial visualizations, Enterprise Search & collaboration ensure the product remains at the leading edge through its latest Rolta OneView® 9.0 release.

Rolta Today: The Company is helping various organisations and government bodies to accelerate the digital transformation by abstracting the complexities of the nexus of technologies such as Geospatial, Engineering, Big Data, Internet of Things, Cloud, Cyber Security, Mobility and Social Media through Rolta''s digital transformation platforms and solutions built on growing portfolio of IPs and replicable software solutions. Rolta is uniquely leveraging the exceptional combination of IT, Geospatial and Engineering domains addressing high growth verticals with proven Rolta IP led solutions spanning across many Patents together with 650 copyrights registrations for software packages.

DIVIDEND

In order to conserve resources, your Directors have not recommended any dividend for the Financial Year ended March 31, 2018. No amount has been transferred to reserve during the year.

The Company had transferred a sum of Rs.68,08,403/- during the financial year to the Investor Education and Protection Fund established by the Central Government. The said amount represents Unclaimed Dividend for the financial year 2009-2010 with the Company for a period of 7 years from the due date of payment.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2018 was Rs.1,65,26,63,550 divided into 16,52,66,355 equity shares of Rs.10/each. During the year under review, the Company has allotted 9,94,993 equity shares of Rs.10/- under ESOP Plan to the eligible employees of the Company and its subsidiaries. Further, the Company has not issued shares with differential voting rights. The Company has not issued sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Pursuant to Rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016. The Company has transferred 7,09,647 Equity Shares of Rs.10 each to Investor Education Protection Fund (IEPF) Account

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92 (3) of the Companies Act, 2013, read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014, as amended, extract of the Annual Return in form No. MGT — 9 are set out in Annexure D to the Board''s Report.

NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2018, Five (5) meetings of the Board were held with a minimum of one meeting in each quarter in a year and not more than one hundred and twenty days has intervened between two consecutive meetings of the Board. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism named Whistle Blower Policy (WBP) to provide a formal mechanism to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct, if any. The details of the WBP is explained in the Corporate Governance report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013. The Company reviews the execution of Risk management plan and ensures its effectiveness including identification, evaluating, monitoring, and minimizing identifiable risks.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations), Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committee(s) after seeking inputs from all the Directors excluding the Director being evaluated. The details of the Board evaluation is explained in the Corporate Governance report which forms part of this report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration

Committee (NRC) framed a policy for selection and appointment of Directors, Top Management and their remuneration. The Company''s remuneration policy is driven by the success and performance of the individual employee and the Company.

The key objective of this policy is to:

a) guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Top Management.

b) evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Top Management. The authority to identify right candidates for the appointment of Top Management is vested with the Chairman & Managing Director. The Human Resource Department will facilitate in identifying the candidates internally or externally. NRC will consider the candidates proposed by the Chairman & Managing Director and recommend to the Board for its consideration and appointment in accordance with the applicable provisions of the Act and Rules.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company has been constituted in line with the provisions of Regulation 18 of Listing Regulations read with Section 177 of Companies Act, 2013. The members of Audit Committee comprised of Ms. Homai A Daruwalla (Chairperson), Mr. K R Modi, Mr. Ramnath Pradeep and Mr. Ramakrishna Prabhu. More details of the Audit Committee are given in the Corporate Governance Report.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Option Scheme 2014 of the Company, a total number of 31,75,000 stock options were granted during the year by the Nomination & Remuneration Committee.

The particulars required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are annexed to and forms part of this report as Annexure F. No employee was issued Stock Options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

PREVENTION OF INSIDER TRADING

The Company has formulated a policy for Prevention of Insider Trading with a view to regulate, monitor and report trading by its employees and other connected persons in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same has been posted on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures,-

(b) they have 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 and of the profit and loss of the Company for that period-

(c) they 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,-

(d) they have prepared the annual accounts on a going concern basis,-

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

(i) Statutory Auditors

In the Annual General Meeting (AGM) held on August 20, 2016, M/s. N M Raiji& Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of Four (4) years to hold office till the conclusion of the AGM to be held in the Calendar year 2020 (subject to ratification by the members at every AGM). Accordingly, M/s. N M Raiji & Co., Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting. However, the requirement of ratification of appointment of Statutory Auditors by Members at every Annual General Meeting is omitted by amendment of Companies Act, 2013, hence the ratification of appointment is not applicable.

During the year under review, Statutory Auditors have expressed their modified opinion / remarks in the Audit report, comments of the Board of Directors are as under:

In respect of a project awarded by a large and reputed agency (customer) to the Company, various project reports based on the specification defined by the customer, specifying the total cost of the project along with other commercial terms have been submitted to the customer. Based on this, the project is being executed as per the requirement defined by the customer. The formal contract will be entered in due course. In order to ensure timely completion of the project, which is very critical, the Company has proceeded with the development and execution. Successful and timely completion of the project will lead to larger project award. The Company has recognized the revenue on the basis of progress of work till March 31, 2018.

Further, the observations and comments given by Auditors in their Report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of Companies Act, 2013 and Rules made thereunder.

(ii) Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Virendra Bhatt, Practicing Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018. The report of the said Secretarial Auditor is enclosed as Annexure E to this report in form MR-3. The report is self-explanatory and do not call for any further comments.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 notified under Section 133 Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rule 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

As on March 31, 2018, the Company has 3 Indian and 2 overseas wholly owned Subsidiaries and 10 step-down overseas subsidiaries. The Company has reorganized its various business groups, considering emerging business opportunities in the arena of Digital Transformation and Data Analytics. During the year under review, the Company has deregistered its step down subsidiary namely Rolta Asia Pacific Pty Limited -Australia in accordance with applicable local laws. The aforesaid Company is a non-operative Company for long time with no business operations. In the month of May 2018, Rolta Benelux B.V., Netherlands a step down subsidiary of the Company has been deregistered in accordance with the local laws since there were no significant operations in this company during the past few years.

Section 136 of the Companies Act, 2013 has exempted companies from attaching the annual reports and other particulars of its subsidiary Companies along with the annual report of the Company. Accordingly, the Annual Reports of the subsidiaries are not attached with this Annual Report. However, statement containing salient features of financial statements of subsidiaries as per 129 (3) of the Act, is also included in this Annual Report in form AOC-1 as Annexure A. The financial statements of the subsidiary companies are available for inspection of the shareholders at the Registered Office of the Company during the working hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transaction with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in form AOC-2 and the same forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Your Company does not have any material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the Financial Year ended March 31, 2018, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate system of internal financial control commensurate with its size and nature of business. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Corporate Harmony Committee (CHC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy has been uploaded on the website of the Company.

DIRECTORS

Re-appointment

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Mr. Kamal K Singh, Chairman and Managing Director, (in terms of Article 111 (b) of the Articles of Association) and Mr. K R Modi, Ms. Homai A Daruwalla, Mr. Ramnath Pradeep, Lt. Gen. Padam Pal Singh Bhandari (Retd) being Independent Directors are not liable to retire by rotation. Mr. Ramakrishna Prabhu being appointed in the previous Annual General Meeting is not liable to retire by rotation. Mr. Rajesh Ramachandran and Lt. Gen. K T Parnaik (Retd.) being Executive Directors are directors liable to retire by rotation. Lt. Gen. Kaiwalya Trivikram Parnaik (Retd.), Joint Managing Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with provisions of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure H of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is Annexed as Annexure G to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure C.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report. However, having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year ended March 31, 2018, no regulator or court or tribunal has passed any significant and material order which is impacting the going concern status and company''s operations in future.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

HUMAN RESOURCES

Rolta considers human resources as a strong function which supports business delivery and performance with its ability in attracting, developing, motivating and retaining talent. The Company''s endeavor is to provide a work environment that encourages a positive attitude and superior performance. Human Resource policies of the Company are business focused and employee friendly, providing employees with opportunities to grow professionally as well as personally.

Being an organization that focuses on staying at the cutting edge of technology through our people, we strive at attracting the best talent through intensive recruitment. Our recruitment strategy constantly aims at attracting the best talent, both experienced as well as fresh talent from leading technical institutes who have consistently shown high levels of academic performance. This strategy is aligned to create and maintain a healthy talent pipeline.

Learning and development forms an integral part for employee career growth. With focus on nurturing and retaining talent, your Company provides avenues for learning and development through technical, functional and behavioral training programs, knowledge exchange programs, and communication channels for information sharing.

ACKNOWLEDGMENTS

The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation for its success.

Your Directors appreciate contributions made by the Roltaites (employees) at all the levels worldwide and acknowledge their hard work and dedication in ensuring that the Company consistently performs well.

For an on behalf of the Board of Directors

Mumbai Kamal K Singh

August 11, 2018 Chairman & Managing Director

Source : Dion Global Solutions Limited
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