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Directors Report of Rolta India Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 25th Annual Report on the business & operations of your Company together with Audited Accounts & Auditor's Report for the Financial Year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

The Company's financial performance, for the year ended 31st March, 2015 is summarised below:

(Rs. In Crore)

Consolidated

Financial year ended Financial year March 31, 2015 (Nine Months Period ended March 31,2014

Revenue

Sales of IT Solutions and Services 3,679.46 2,501.72

Other Income 30.72 5.68

Total Revenue 3,710.18 2,507.40

Expenses

Cost of Materials & Technical Subcontractors 1,288.50 826.48

Employee Benefit Expenses 790.99 629.06

Finance Costs 401.34 247.94

Depreciation and Amortization Expenses 622.00 363.64

Other Expenses 323.35 240.41

Total Expenses 3,426.18 2,307.53

Profit / (Loss) Before Exceptional Items and Tax 284.00 199.87

Exceptional Items

Less : Additional Depreciation due to change in Estimates -- --

Profit / (Loss) before tax 284.00 199.87

Tax expense /benefit 38.83 (83.80)

Profit for the year before minority Interest 245.17 283.67

Minority Interest - 0.02

Profit / (Loss) for the year 245.17 283.69

Financial Performance

In the year 2013-14, the Company changed its financial year starting April 1st to March 31st in order to comply with new Companies Act, 2013, hence the previous financial year was for a period of nine months beginning 1st July 2013 to 31st March 2014, therefore the audited results are for the nine month period ended 31st March 2014, which are not strictly comparable with audited results for the year ended 31st March 2015. However, to give meaningful comparison of statement of profit and loss, we have compared the previous 12 months period comprising of unaudited 3 months period 1st April 2013 to 30th June 2013 and audited results of nine months period 1st July 2013 to 31st March 2014 with audited results of current twelve month period 1st April 2014 to 31st March 2015.

During the year under review, Your Company has registered consolidated revenue for financial year ended March 31, 2015 at Rs.3,679.46 Crore against Rs.3,113.92 Crore in previous year, registering a Year -on-Year growth of 18.20%. The total Consolidated Earnings before interest, tax, depreciation and amortization (EBITDA) for financial year ended March 31, 2015 is Rs.1,276.62 Crore against Rs.1,033.06 Crore in previous year, registering a Year -on-Year growth of 23.60%. Consolidated profit after tax for the financial year ended March 31, 2015 is Rs.245.17 Crore as against previous period is not comparable due to exceptional item.

The Basic Earnings Per Share after exceptional item and tax for the financial year ended 31st March, 2015 was Rs.15.20 as against previous period Rs.(47.25) is not comparable due to exceptional item. The Basic Earnings Per Share was computed by considering the weighted average number of shares outstanding during the period is 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 net worth increased to Rs.2,301.43 Crores as on 31st March, 2015 from Rs.2,217.21 Crore in March 31, 2014, reflecting the inherent strength of the Company. The book value per share as on 31st March, 2015 is Rs.142.65 as against Rs.137.43 at the end of March 31, 2014.

The Financial performance on Standalone basis is as follows:

(Rs. In Crore)

Standalone

Financial year ended Financial year (Nine March 31, 2015 Months Period) endede March 31,2014 Revenue

Sales of IT Solutions and Services 1,871.50 1,142.89

Other Income 17.42 6.02

Total Revenue 1,888.92 1,148.91

Expenses

Cost of Materials & Technical Subcontractors 103.46 37.30

Employee Benefit Expenses 243.06 171.42

Finance Costs 133.20 142.33

Depreciation and Amortization Expenses 614.26 354.21

Other Expenses 181.46 125.32

Total Expenses 1,275.44 830.58

Profit / (Loss) Before Exceptional Items and Tax 613.48 318.33

Exceptional Items

Add : Profit on sale of investments in subsidiaries 134.10 52.47

Less : Additional Depreciation due to change in Estimates -- --

Profit / (Loss) Before Tax 747.58 370.80

Tax Expenses 31.06 (88.59)

Profit / (Loss) for the year 716.52 459.39

The Company's standalone revenue was Rs.1,871.50 Crore for the financial year ended March 31st, 2015 as against Rs.1,495.42 Crore for the previous twelve months period ended 31st March, 2014 representing 25.1 % increase.

The Profit after tax for the financial year ended March 31st, 2015 is Rs. 716.52 Crore as against Rs.(549.55) Crore in the previous twelve month period ended 31st March, 2014.

Consolidated Financial Results under International Financial Reporting Standards (IFRS)

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 financial year ended 31st March, 2015 drawn under the International Financial Reporting Standards (IFRS), duly audited in accordance with International Standards on Auditing by M/s. Grant Thornton India LLP, a leading International Accounting firm.

As per the consolidated accounts drawn under IFRS, the Company recorded revenues of Rs.3,679.46 Crore for the financial year ended March 31st, 2015, whilst the net profit/(loss) after tax for the financial year ended March 31st, 2015 was Rs.252.90 Crore.

The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India, and net profit under IFRS was Rs. 7.73 Crore mainly on account of the following factors: variation in the method of accounting for depreciation/ amortization amounting to Rs. (5.96) Crore; share based payments to employees Rs.0.97 Crore,- Reversal of Exchange Difference Capitalised as per Accounting Standard 11 Rs. 15.50 Crore; taxation Rs.(0.40) Crore and others Rs.(2.38) Crore.

DIVIDEND

The Company continued its impressive performance during the year under review, with expansion of its top line and bottom line. In accordance with Company's policy for dividend payout to the shareholders, Your Directors are pleased to recommend a final dividend of Rs.3/- per equity share for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company. The dividend will sum up to a total of Rs.58.25 Crore including dividend distribution tax, as compared to Rs.42.47 Crore in the previous year.

The dividend will be paid to members whose names appear in the Register of Members as on September 26th, 2015. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Rolta has made major strides in transforming its business model to effectively respond to changing business scenarios in Indian and international markets.

In the domestic market, there is a major push for "make in India" initiatives, especially in the vast defence and security sector. On the other hand, the international marketplace is increasingly demanding enterprise-level IT solutions that provide business insights for effective decision-making by operations and executive management.

The Company has consciously focused on building a large portfolio of its own intellectual property (IP) that is at the core of its world-class solutions. Its strategy has met with significant success and has placed the Company in a strong position for even greater success in the years ahead.

Defense and Seurity

Rolta continues to sustain and strengthen its leading position in the Indian Defence & Security markets as a provider of indigenous Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (OISR) solutions by continually enhancing its portfolio.

- Battlefield Management System (BMS): Ministry of Defence (MoD) has selected the exclusive consortium of BEL and Rolta as one of the two Development Agencies for the Battlefield Management System (BMS) project worth over Rs.60,000 Crore.

- The BMS is categorized as a "Make" programme under the DPP, and is one of the largest projects being indigenously developed and manufactured for the Indian Army. This prestigious programme is meant to deliver Command, Control and Communications (C3) capabilities to the fighting echelons, operating at the forward edge of the Tactical Battle Area at the Battalion and Combat Group levels. BMS is a situational awareness and visualization system that aims to optimize the operational effectiveness of tactical units.

- As a part of its consortium with BEL, Rolta is responsible for the complete BMS application development and software licensing, GIS software and services. Rolta will also jointly work with BEL for manufacturing subsystems for the soldier system, the overall system design, integration, installation, commissioning and maintenance of the BMS programme.

- Intelligence, Surveillance and Reconnaissance (ISR): The

Company's indigenous ISR solutions are being exploited by hundreds of users in Indian Defence. These high-tech Image Exploitation Systems are deployed at field formations and utilized to serve critical operational needs of providing essential inputs for operational planning, intelligence acquisition and surveillance.

- Rolta is the only Company in India to have developed and released highly sophisticated indigenous ISR software solutions that are used for assessing and interpreting troop movements and enemy build up at forward locations to counter threats like insurgency, infiltration, etc. With the latest 64-bit release of this software suite, Rolta has now joined just a handful of companies worldwide that have this sophisticated technology to fully exploit the latest advances in satellite and aerial imaging, and cutting edge computing platforms.

- Optronics: To further strengthen its indigenous ISR portfolio, the Company has signed definitive agreements to establish a Joint Venture with Meprolight, a leading International Electro-Optics Company. To be owned 51 % by Rolta and 49% by Meprolight, the JV will take advantage of technology transfer from Meprolight for developing and manufacturing state-of-the-art Optronics devices based on Image Intensifier and Thermal Imaging technologies in India, for addressing the growing demand for night fighting capabilities by the Indian defence and security forces.

- Communications: In the mission critical communications area, the Company has won sizeable orders from West Bengal, Maharashtra, Kerala and AP police forces. Very recently, the Company also successfully implemented the nationwide high power radio communication system based NAVTEX solution for the Directorate General of Light Houses and Light ships (DGLL). The system provides automated messaging for delivery of navigational, meteorological warnings and forecasts, as well as urgent marine safety information to ships. Designed to provide a minimum assured coverage of 250 Nautical Miles from the Indian coastline of over 7,000 kms, this state-of-the-art system has been established over 20 sites.

- Homeland Security: Rolta's indigenous safety solutions, which include world-class software like Rolta GeoCAD™, Rolta Command and Control™ and Rolta Crime Analytics™ have been recognized for the significant value they bring to "Safe City" programs across the nation. These solutions have been implemented for numerous police forces in many states and are being used to speedily respond to citizens.

Geospatial Solutions

Rolta has executed hundreds of projects world-wide leveraging and sharpening its domain expertise. It has used this experience and know-how to develop an extensive suite of over 30 software products and solutions to address "Smart City" initiatives globally. These products typically provide intuitive actionable insights in real time through contextual integration of heterogeneous systems and a variety of sensors. The latest release of its spatial integration platform Rolta Geospatial Fusion OnPoint™ includes 64-bit support that helps deployments for managing massive data and is, therefore, uniquely suited to address diverse Smart City segments. Rolta and Hitachi India Pvt. Ltd. entered into a MoU for jointly addressing significant market opportunities in high-growth business segments in India, and to explore establishing a JV for strategic business collaborations for infrastructure systems in large verticals, including Smart City initiatives such as City Planning, Citizen Services, e Governance, Smart Utilities and Transportation. Rolta is winning large projects for City Planning applications and being selected for multi- million dollar contracts entailing implementation of Web-enabled GIS with 2D/3D 'intelligent maps' has often garnered recognition and awards from prestigious customers as well as leading Industry bodies.

Engineering Information Management

Rolta is positioned strongly due to its unique ability to integrate its portfolio of engineering solutions with enterprise-level IT applications, thereby raising the value proposition much beyond traditional applications and services. As a result, Rolta not only continues to address multi-million dollar contracts to implement comprehensive Engineering Information System during the CapEx phase, but now extends throughout the OpEx phase to build enduring relationships with its customers. Rolta is in a position to design and develop enterprise-wide global engineering data management standards and work-flows and providing a platform for integration of Operations Technology (OT) with business systems (IT). This in turn, can then culminate with implementation of the Company's flagship Rolta OneView™, BI and Big Data Analytics solution, for ongoing enterprise wide operations and decision making.

Enterprise IT Consulting Services

Rolta's Enterprise IT Consulting group's world-class expertise in Oracle technologies is well recognized and Rolta is a worldwide Platinum Partner with specializations across an extended Oracle Technology stack. Rolta has successfully completed numerous projects for EBS upgrades, BI consolidations, EPM, and Fusion Middleware. The Company continues to build upon its enviable track-record in BFSI for designing and implementing sophisticated applications, including Hyperion-based EPM solutions.

Driven by recognition of the Company's IP and the unique benefits of Rolta SmartMigrate™, the automated solution for migration of applications and databases from one technology platform to another, Rolta is being increasingly sought by customers wanting to consolidate technologies.

On the IT Infrastructure side of the business, the Company is also looked up to for providing cutting-edge solutions for deployment of sophisticated Converged Systems, Cloud-enablement, Mobility and Enterprise Security, with multi-year Managed Services engagements. Rolta received an IT Excellence Award from VMware in India, for the "Best implementation of Private Cloud Automation", recognizing Rolta's expertise and innovative approach to implementing such cutting edge technologies.

Business Intelligence and Big Data Analytics

During the year, the Company continued to gain significant traction in BI/Big Data Analytics area with new opportunities for Rolta OneView™ and major extension of scope of existing engagements. The Company was engaged by clients in Transportation, Chemicals, and Utilities, besides Oil & Gas. The release of Rolta OneView™ 6.0 has positioned the solution platform even higher in the competitive landscape by significantly enhancing its features and pre-built functionality. It is now Cloud-ready and supports multi-tenancy and multi-site implementations. This release brings significant innovations in predictive and prescriptive analytics and supports various languages such as Chinese, Japanese, Russian, Spanish, German and Arabic. Rolta is now able to gain much wider access to the large SAP customer base through its strategic OEM partnership.

Building upon its BI/Big Data and Data Science expertise, Rolta has added several products to its portfolio for predictive analytics to address Asset Liability & Liquidity Management', 'Fraud & Crime Prevention', and 'Early Warning for Stressed Assets' for the BFSI vertical.

International Presence

Rolta continues to expand its worldwide footprint in the key markets that it serves. It has successfully executed projects in over 45 countries in all continents. In addition to its direct presence through 25 international offices, Rolta has appointed value added distributors to extend its geographic reach in Europe, China and Russia.

TRANSFER TO RESERVES

During the financial year 2014-15, Your Company has transferred Rs. 71.65 Crore to the General Reserve Account. An accumulated balance of Rs. 517.38 Crore is carried forward to Profit and Loss Account.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 161,32,90,960 divided into 16,13,29,096 equity shares of Rs. 10/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued shares under employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN

In terms of provisions of Section 92 (3) of the Companies Act, 2013 (Act), 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, 2015, 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 had 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 and Clause 49 of the Listing Agreement. The Company reviews the execution of risk management plan and ensures its effectiveness including identification, evaluating, monitoring, and minimizing identifiable risks.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 framed a policy for selection and appointment of Directors, Senior 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 Senior 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 Senior Management.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges read with Section 292A of the erstwhile Companies Act, 1956. The Audit Committee which comprises of Mr. V K Chopra (Chairman), Mr. K R Modi, Mr. T C Venkat Subramanian and Mr. Hiranya Ashar as members. 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 42,00,000 options were granted during the year by the Nomination & Remuneration Committee.

The particulars required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 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 Code of Conduct 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 have 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 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 are operating effectively;

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

AUDITORS

(i) Statutory Auditors

In the last Annual General Meeting held on September 27, 2014, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of Four (4) years. M/s. Walker Chandiok & Co. LLP, Statutory Auditor of the Company holds office until the conclusion of the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

The Company has received letters from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that they are eligible to hold office as Auditors and have not incurred any disqualification under the Companies Act, 2013, and Chartered Accountants Act, 1949 and the Rules and Regulations made therein. Further the Auditors have confirmed that the proposed ratification is in accordance and within limits laid down by or under the authority of the Companies Act, 2013.

The Auditor's Report for the Financial Year ended March 31, 2015 does not contain any qualification, reservation or adverse remark or disclaimer on the financials / operations of the Company. 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 there under.

(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 have appointed M/s. Virendra Bhatt, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2015. The report of the 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 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rule 2014, forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

As on March 31, 2015, Your Company has 2 Indian subsidiaries and 13 overseas wholly owned subsidiaries. During the year, M/s. Rolta Americas LLC and M/s. Rolta Meprolight Pvt. Limited have become subsidiary w.e.f July 01, 2014 and July 03, 2014 respectively. Subject to required regulatory and other approvals, the Company will ultimately hold 51% shares and Meprolight Ltd. will hold 49% shares of Rolta Meprolight Pvt. Limited.

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 / joint venture as per 129 (3) of the Act, is also included in the Annual Report in Form AOC-1 as Annexure A. The financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company during the working hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions 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 Act are given in the notes to the Financial Statements.

DEPOSITS

During the Financial Year ended March 31, 2015, the Company has not accepted any deposits falling within the ambit of Section 73 of the Act 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 AND 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. This policy has been uploaded on the website of the Company. The Company has not received any complaint of sexual harassment during the financial year 2014-2015.

DIRECTORS

(i) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Hiranya Ashar, Director, is retiring at the ensuing Annual General Meeting. Mr. Ashar offered himself for re-appointment, being eligible, Board recommends for his appointment.

(ii) Appointment

Mr. Hiranya Ashar was appointed as Whole-time Director designated as Director Finance & Chief Financial Officer of the Company for a period of five years with effect from November 01, 2012. In recognition of his talent and commendable performance, the Board approved his elevation to play a key role in growing the international business, apart from continuing as the Group CFO. Accordingly, the Board Members at its meeting held on February 7, 2015, have appointed Mr. Hiranya Ashar as Joint Managing Director — International Operations & Group Chief Financial Officer of the Company for a period of five years w.e.f. February 7, 2015. His appointment and remuneration is subject to the shareholders' approval in the ensuing Annual General Meeting of the Company

(iii) Independent Director

Mr. V K Agarwala, Mr. K R Modi, Mr. V K Chopra, Mr. T C Venkat Subramanian and Mr. M V Nair are Independent Directors on the Board of your Company. The Board of Directors have appointed all the existing Independent Directors as Independent Directors under Companies Act, 2013 for three consecutive years. The members at their Annual General Meeting held on September 27, 2014, approved their appointment.

The Independent Directors have submitted the declaration of independence under Section 149(7) of the Act, stating that they meet the criteria of independence as provided under sub-section(6). In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149(6) of the Act and the Rules made there under about their status as Independent Directors of the Company

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, is 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 and free of cost.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year ended March 31, 2015, 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 Agreement 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

Employees are the most valuable resources of companies in the services sectors and more so in the knowledge-based sectors. Human capital is one of the several strengths that drive growth. At Rolta, this rich and intangible intellectual capital drives innovation and enhances profitability Rolta's HR strategy enables it to hire, develop and retain best talent from across the industry. Strong HR processes at Rolta enable Company to stay relevant in changing times. Motivated employees are committed to give their best and the Company is committed to provide growth avenues to all ROLTAites. Your Company understands the importance of work-life balance, career advancement, learning and growth opportunities for all its employees. Your Company has a strong performance driven culture and employees are recognized for their commitment to performance. Rolta has well devised performance management system that focuses on results to ensure that good performance is tracked, nurtured and rewarded.

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 contribution made by the employees of the Company and acknowledge their hard work and dedication in ensuring that the Company consistently performs well.

For an on behalf of the Board of Directors

Kamal K Singh

Chairman & Managing Director

Mumbai,

August 14, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 24th Annual Report on the business & operations of your Company together with Audited Accounts & Auditor''s Report for the Financial Year ended 31st March, 2014.

Financial Highlights & Review of Performance

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below

(in Rs. Crore)

consliadate financial year nine months financial nine months period period ended year ended ended 31st march 31st march 30th june 2014 2013 2013 Revenue

Sales of IT Solutions and Services 2,501.72 1,566.58 2,178.78

Other Income 5.68 23.01 38.96

Total Revenue 2,507.40 1,589.59 2,217.74 Expenses

Cost of Materials & Technical Subcontractors 826.48 301.90 457.71

Employee Benefit Expenses 629.06 463.16 618.65

Finance Costs 247.94 153.28 221.76

Depreciation and Amortization Expenses 363.64 283.71 372.61

Other Expenses 240.41 154.82 228.42

Total Expenses 2,307.53 1,356.87 1,899.15

Profit / (Loss) Before Exceptional Items Exceptional Items and Tax 199.87 232.72 318.59

Less: Additional Depreciation due to change in Estimates - - 1,153.68

Profit / (Loss) Before Tax 199.87 232.72 (835.09)

Tax Expenses (83.80) 26.02 4.14

Profit / (Loss) for the year before Minority Interest 283.67 206.70 (839.23)

Minority Interest 0.02 0.04 0.04

Profit / (Loss) for the year 283.69 206.74 (839.19)

CHANGE IN FINANCIAL YEAR OF THE COMPANY

In order to coincide the Company''s Financial Year with the uniform period required under the new Companies Act, 2013, the Financial Year of the Company has been changed from July - June to April - March every year. Therefore, current financial year of the Company is for a period of nine months only i.e. from 1st July, 2013 to 31st March, 2014.

FINANCIAL PERFORMANCE

Since the Company has changed its financial year to March in order to comply with new Companies Act, 2013, and is for a period of nine months, therefore the above results are not strictly comparable, however to give meaningful comparison we have compared unaudited results of previous nine month period with numbers of current nine month period. The Company''s total consolidated revenue for the nine month period ended 31st March, 2014 was Rs. 2,501.72 crore against Rs. 1,566.58 crore for the previous nine month period ended 31st March, 2013 which is an increase of 59.7%. Revenue growth in our business was driven by increased sales of Enterprise level solutions incorporating Rolta''s own IP and products.The Profit before exceptional items and tax in the nine month period ended 31st March, 2014 was Rs. 199.87 crore as against Rs. 232.72 crore in the nine month period ended 31st March, 2013. This represents an decrease of 14.1%. The reason for this decrease is attributable to accelerated depreciation charged during the year due to change in estimates made last year. Profit after tax in the nine month period ended 31st March, 2014 was Rs. 283.69 crore as against Rs. 206.74 crore in the nine month period ended 31st March, 2013. This represents increase of 37.2%.

The basic Earnings Per Share after exceptional item and tax for the nine month period ended 31st March, 2014 was Rs. 17.6 as against Rs. 12.8 in the nine month period ended 31st March, 2013 representing an increase of 37.2%. 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 -AS-20'' issued by the Institute of Chartered Accountants of India.

The Company''s net worth increased to Rs. 2,217.21 crore as on 31st March, 2014 from Rs. 1,939.01 crore in 30th June, 2013, reflecting the inherent strength of the Company. The book value per share as on 31st March, 2014 is Rs. 137.43 as against Rs. 120.19 at the end of 30th June, 2013.

The Company''s standalone revenue was Rs. 1,142.89 crore for the nine month period ended 31st March, 2014 as against Rs. 958.41 crore in the previous nine month period ended 31st March, 2013 representing 19.2% increase.

The Profit after tax in the nine month period ended 31st March, 2014 was Rs. 459.39 crore (including exceptional item) as against Rs. 271.50 crore in the nine month period ended 31st March, 2013.

The Financial performance on Standalone basis is as follows:

(in Rs. Crore) standalone financial year nine months financial nine months period period ended year ended ended 31st march 31st march 30th june 2014 2013 2013

Revenue

Sales of IT Solutions and Services 1,142.89 958.41 1,310.94

Other Income 6.02 22.85 34.56

Total Revenue 1,148.91 981.26 1,345.50

Expenses

Cost of Materials & Technical Subcontractors 37.30 30.85 67.18

Employee Benefit Expenses 171.42 159.36 216.19

Finance Costs 142.33 141.72 192.46

Depreciation and Amortization Expenses 354.21 278.29 359.95

Other Expenses 125.32 73.52 92.54

Total Expenses 830.58 683.74 928.32

Profit / (Loss) Before Exceptional Items and Tax 318.33 297.52 417.18

Exceptional Items

Add : Profit on sale of investments in Rolta Saudi Arabia 52.47 - -

Less: Additional Depreciation due to change in Estimates - - 1,152.72

Profit / (Loss) Before Tax 370.80 297.52 (735.54)

Tax Expenses (88.59) 26.02 1.89

Profit / (Loss) for the year 459.39 271.50 (737.43)

Consolidated Financial Results under International Financial Reporting Standards (IFRS)

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 nine month period ended 31st March, 2014 drawn under the International Financial Reporting Standards (IFRS), duly audited in accordance with International Standards on Auditing by M/s. Grant Thornton India LLP, a leading International Accounting firm.

As per the consolidated accounts drawn under IFRS, the Company recorded revenues of Rs. 2,501.72 crore for the nine month period ended 31st March, 2014, whilst the net profit/(loss) after tax for the nine month period ended 31st March, 2014 was Rs. 346.48 crore.

The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India, and net profit under IFRS was Rs. 62.81 crore mainly on account of the following factors: variation in the method of accounting for depreciation/ amortization amounting to Rs. (13.37) crore; share based payments to employees Rs. 1.61 crore; Reversal of Exchange Difference Capitalised as per AS 11 Rs. 53.18 crore; Interest swaps Rs. 0.94 crore; taxation Rs. 18.69 crore and others Rs. 1.76 crore.

DIVIDEND

The Company continued its impressive performance during the year under review, with expansion of its top line and bottom line. In accordance with Company''s policy for dividend payout to the shareholders, Your Directors are pleased to recommend a final dividend of Rs. 2.25 per equity share for the nine month period which annualized is Rs. 3.00 for full year (last year Rs. 3.00 per equity share) amounting to Rs. 42.47 crore (inclusive of tax of Rs. 6.17 crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company.

The dividend will be paid to members whose names appear in the Register of Members as on September 27, 2014. In respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK The Marketplace

The global economy is showing signs of a gradual recovery. Technology researcher Gartner Inc. has forecast that global IT spending will touch $3.8 trillion in 2014, up 3% from last year. Nasscom has stated that IT sector exports from India are expected to grow 13-15% to about $99 billion, and that the Indian IT industry would realize incremental revenues of $13-14 billion in 2014-15. Nasscom recently projected that the Indian IT industry would grow to about $300 billion by 2020. Homeland Security is a segment growing rapidly. For police modernization alone, a budget of over Rs. 12,379 crore has been earmarked during 12th plan period. The Government of India has announced development of 100 smart cities in the budget with an outlay of Rs. 7,060 crore in this fiscal year. According to a Gartner report, security spending in India will continue to grow and is projected to reach $1.06 billion in 2015. Maritime security is also slated to see increased funding. Under the National Maritime Development Program 2020 modernization of ports, shipping and inland waterways is being given greater importance, which would entail improved coastal security, vessel traffic information and management systems.

Rolta''s Business Model

Businesses today understand that data available to them is a valuable asset provided it can be processed and presented to support decision making. Rolta''s business model is focused on addressing these challenges. Rolta has made investments to acquire subject-matter expertise relevant to each vertical that the Company addresses so that it may competently deliver relevant business insights to its customers. Rolta has also established an extensive repository of intellectual property in the shape of products and solution frame-works that, when innovatively combined, provide actionable decision support information to deliver meaningful impact to customers'' businesses.

Over the last 30 years, Rolta''s Geospatial, Engineering and Enterprise IT lines of business have each independently built an extensive track record of executing large projects globally. When components of geospatial and engineering models are associated with relevant business data coming from IT systems, they provide very valuable insights for business decisions. As a result, Geospatial and Engineering Information systems have become an essential feature adding a new dimension to the Company''s solutions. Very few competitors worldwide have the ability to match this formidable combination.

In the Defence sector, Rolta, with a large and expanding user base, continues to grow and reinforce its leadership position in India. This is an outcome of the Company''s continued investments in developing world-class innovative and solutions in this segment based on a unique combination of rich IP repository, wide experience and deep domain knowledge. Rolta is one of the very few companies qualified for "Make" category of defence solutions, a category that mandates indigenous production. Rolta continues to further develop and enhance Rolta''s C2 (Command & Control) solutions which are becoming the standard for Indian defence after wins and implementations at various key military organizations. With the development of the Battlefield Management System (BMS), Rolta is in a position to address the largest Command & Control program estimated to be worth over Rs. 50,000 crore ($8.3 B). This BMS is meant to deliver C2 capabilities to the fighting echelons of Indian Army operating in tactical battle areas, as well as to battalion and combat group levels. Rolta Enterprise Geospatial C2 Solution deployed at Tri-Services HQ is a key component of joint operations and enables informed decision-making based on a Common Operating Picture in a Network Centric environment. Rolta is one of the very few companies in the world and the only one in India to have developed and released highly sophisticated 64-bit ISR (Intelligence, Surveillance and Reconnaissance) software solutions to fully exploit the latest advances in satellite and aerial imaging, and cutting edge computing platforms. The Company''s ISR solutions are deployed across hundreds of users in the Indian Army and Rolta continues to actively support and maintain its solutions. The Company''s war gaming solutions have gained higher traction and its user base is expanding.

In the Homeland Security sector, Rolta continues to maintain a leadership position. Rolta''s cutting-edge technologies and deep domain expertise in the Home Land Security Domain have enabled it to field unique solutions for a number of large and high value national and state level programs such as Police Modernization, CCTNS, Safe City, Critical Infrastructure Protection, CCTNS Phase II, Inland and Maritime Safety and Security. Police organizations in many states across the country have awarded contracts for mission-critical communications, and for the Company''s state-of-the-art, Emergency Response solutions.

In the Geospatial domain, Rolta has developed some unique suites of IP that have enabled the Company to significantly enhance the value customers can derive from their geospatial data assets. Rolta has IP and solutions to effectively address the entire value chain - data creation for 2D and 3D mapping, data fusion for integration of geospatial and business data, and spatially-enabled analytics. Rolta Geospatial Fusion framework is a comprehensive suite that provides the platform for integrating disparate geospatial and non-spatial data in an enterprise to get unprecedented insights for meaningful impact. Rolta''s success with its approach of innovatively leveraging spatial data through its Geospatial Fusion framework is enabling Rolta to build some trail-blazing solutions in many verticals, many of which have in fact created several new niche areas of application that have nearly universal relevance and, therefore, represent very large market opportunities. Because geospatially enabling business solutions is a new paradigm, it differentiates Rolta''s offerings from traditional approaches.

Rolta''s Engineering Information Systems practice continues to evolve to address the complex needs of plants in the process manufacturing industries, such as petroleum refineries, chemical and power plants. Owners now want to use engineering information throughout the plant life cycle by integrating engineering systems and information with various plant operations and business systems. Increasing usage of state- of-the-art plant design and engineering software tools and solutions by EPCs and Owner Operators has led to an approach of integrating engineering information across the enterprise. Having created the Engineering Information systems, Rolta has the ability to unlock the valuable information through Rolta IT-OT Fusion which securely facilitates integration of Operations Technology (OT) with Engineering IT Systems. As a result Rolta provides solutions and services to harness and manage information leveraging it to optimize plant operations. Rolta''s flagship OneView solution enables the rich BI and Big Data Analytics requirements extract actionable insights for decision support.

The Company''s Enterprise IT portfolio of products and solutions continues to grow and mature with some very unique IP that has received industry acclaim. Rolta now has the capability to address the entire Enterprise IT value chain starting from the underlying IT infrastructure for establishing Software Defined Infrastructure, Converged Systems, Cloud enablement and Mobility, building integrated and customized Enterprise applications that reside on it and culminating with rich real- time BI and Big Data analytics. Rolta''s unique combination of domain expertise, deep IT, Geospatial and Engineering know how enables the Company to develop and build differentiated IP based solutions creating a major competitive advantage. Furthermore, Rolta has the ability to engage with its customers throughout the entire IT lifecycle of Plan, Build and Manage thereby allowing the Company to build enduring relationships with customers as well as the capability to cross sell.

Besides Rolta''s own expertise and IP, Rolta appreciates the value of partnerships with industry leaders. Conversely, Rolta''s partners also recognize that the Company''s expertise and portfolio of solutions complements their own offerings to their customers. Rolta has, therefore, established close partnerships with leaders in each practice area, notably SAP, Oracle, Microsoft, ESRI, HP, VMware, and EMC. They not only provide insights into their technology stacks, but also significantly facilitate Rolta''s access to their vast customer bases world-wide.

The Company''s expanding portfolio of products and solutions together with the ability to uniquely provide innovative solutions has resulted in the Company becoming a market leader in the carefully selected areas of business in India and a major player in the global market. The Company has built an enviable track record in select high growth verticals of Infrastructure, Government, Transportation, Utilities, Telecom and Power, Oil & Gas, Petrochemicals, BFSI, Manufacturing, Healthcare and Retail as well as Defence and Security segments. Today, Rolta is being increasingly recognized by industry analysts and technology leaders as a company that truly offers innovative business solutions tailored for each of the verticals that Rolta serves. Various awards and citations received by the Company are testimonials to Rolta''s differentiated approach.

TRANSFER TO RESERVES

During the financial year 2013-14, your Company has transferred Rs. 45.94 crore to the General Reserve Account. An accumulated balance of Rs. 402.65 crore is carried forward to Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

ROLTA AMERICAS LLC RAISES US$ 300 MILLION

Rolta Americas LLC, a step down wholly- owned subsidiary, has successfully completed the pricing of 8.875% Senior Notes in the international markets, aggregating to USD 300 million. This offering was oversubscribed by more than 8 times with Order Book of over USD 2.4 billion with demand from a high quality investor base (over 200 accounts globally), split among asset managers (79%), banks (12%), and others (9%). The offering was well-subscribed across geographies, with Asia contributing to 47% of the demand, US contributing to 35% of the demand and European investors accounted for 18% of demand.

The Notes have tenure of 5 years and are guaranteed by the Company and its key subsidiaries. The proceeds from the Notes will be used for refinancing existing debt, to meet working capital requirements and for general corporate purposes. The Notes are listed on the Singapore Exchange Securities Trading Ltd.

DIRECTORS

Pursuant the provisions of Section 149 & other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 01, 2014, the Independent Director can be appointed for not more than two terms upto five consecutive years each and shall not be liable to retire by rotation. The term shall be effective prospectively.

Mr. V K Chopra, Mr. V K Agarwala, Mr. T C Venkat Subramanian, Mr. K R Modi and Mr. M V Nair are the Non-executive Independent Directors of the Company. The period of office of these directors was liable to determination by retirement by rotation under the erstwhile applicable provisions of the Companies Act, 1956, accordingly Mr. V K Chopra and Mr. V K Agarwala were liable to retire at the Annual General Meeting and all other Directors were liable to retire in the subsequent Annual General Meetings.

All the aforesaid Non-executive Independent Directors of the Company, being eligible and offering themselves for appointment are proposed to be appointed as an Independent Director to hold office for a term of 3 consecutive years .

Your Directors state that Mr. V K Chopra, Mr. V K Agarwala, Mr. T C Venkat Subramanian, Mr. K R Modi and Mr. M V Nair, who are proposed to be appointed as Independent Directors possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors. Your Directors recommend the appointment of all of them as Non- executive Independent Directors respectively, as proposed in the notice for the Annual General Meeting.

Under Explanation to Section 152 (6) (e) of the Companies Act, 2013, Independent Directors are excluded for the purpose of determining Directors liable to retire by rotation. Further Section 152(6) (a) requires at least two - thirds of the Directors liable to retire by rotation; hence Mr. Atul D Tayal and Mr. Hiranya J Ashar, who earlier had been appointed for a fixed term of 5 years expiring in 2017, are made Directors liable to retire by rotation. Therefore, the total strength of the Board includes three retiring Directors out of which Ms. Preetha Pulusani being longest in office is retiring at the ensuing Annual General Meeting. Ms. Preetha Pulusani offers for re- appointment, being eligible, Board recommends said appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies act, 1956 with respect to the Directors'' Responsibility Statement, Directors of your Company hereby state and confirm that:

1 the applicable Accounting Standards have been followed in preparation of annual accounts;

2. the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31st March, 2014 and of the profit for the year ended on that date;

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

AUDITORS

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received consent letter from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013, and that they are not disqualified from such appointment in terms of Section 141 (3) (g) of the Companies Act, 2013 & Rules made thereunder.

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 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

EMPLOYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Option Scheme 2014 of the Company, a total number of 24,50,000 options were granted during the year by the Nomination & Remuneration Committee. The particulars required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are annexed to and forms part of this report. 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.

CREDIT RATING

Company continues to have the domestic credit ratings of A from India Rating (Fitch) and International rating of BB Minus (-) from S&P Ratings Services LLC and Fitch Ratings Singapore Pte Ltd. Company has obtained these international ratings for USD Bonds issued by its subsidiary listed on Singapore Stock Exchange.

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

Ernst and Young (E&Y) has been appointed as Internal Auditors for all International Subsidiaries to strengthen system, law and compliance which are more complex in that part of the world where they operate. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company''s Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances.

This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

A separate section on Corporate Governance Report and a Certificate from the Company Secretary in Whole-time Practice Mr. Virendra Bhatt, confirming compliance with the conditions of Corporate Governance by the Company as stipulated in Clause 49 of the Listing Agreement are annexed to and forming part of this report.

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

SUBSIDIARY COMPANIES

As on 31st March, 2014, your Company''s subsidiaries include Rolta Global B. V., Rolta Thales Limited, Rolta Middle East FZ-LLC, Rolta International Inc. (RUS) & Rolta U. K. Ltd. (RUK) and their step down subsidiaries namely Rolta Canada Ltd., Rolta Asia Pacific Pty Ltd., AT Solutions Group LLC, Rolta LLC, Rolta Saudi Arabia Ltd., Rolta Benelux B. V., Rolta Deutschland GmbH.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary Companies. However, a statement of the Company''s interest in the subsidiaries and a summary of the financial of the subsidiaries are given along with the consolidated accounts.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" notified under Section 211(3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

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. 62,40,787/- for the financial year 2005-06 was transferred to the said fund on January 8, 2014. The unclaimed dividend amount for the next financial year 2006- 2007 will be transferred on December 29, 2014.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public under Section 58(A) of the Companies Act, 1956 and as such, no amount of principal or interest is outstanding as of the balance sheet date.

CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, RESEARCH & DEVELOPMENT ACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY ABSORPTION:

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 are annexed to this report.

HUMAN RESOURCES

As a solution Company, the Company''s operations are heavily dependent on qualified and competent personnel. Your Company takes significant effort in training all employees at various levels. The Company takes great pride in its human capital and continues to attract the best talent from across the industry. Rolta lays a great emphasis on work-life balance, career advancement and growth opportunities for all Roltaites. Your Company has introduced the flexi work timings and innovative rewards and recognition schemes to enable Roltaites to deliver their best and take care of their personal commitments as well.

Rolta was recently bestowed with ''Best Practice in Learning and Transfer for Improving Business Bottom Line'' at the Asia Training and Development Excellence Award 2014'', Organised by Human Resource Development Management Committee of World HRD Congress.

The Award highlights our commitment towards your people and the continued focus on training and development that meets business needs and contributes to the success of the organization through excellence in individual performance. Rolta''s focus on niche technologies makes it a very good learning organization where employees can progress and develop their careers through continuous learning and by staying up- to-date with the latest technological advancements.

CORPORATE SOCIAL RESPONSIBILITY (CSR) CSR Committee

In pursuant to the provisions of Section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed comprising Shri Kamal K Singh, Chairman & Managing Director as the Chairman and Shri K R Modi and Shri V K Agarwala, Non — Executive Independent Directors as other members.

The said Committee has been entrusted with the responsibility to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs for the Company as per CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities for consideration and approval by the Board of Directors.

Green Initiative

As permitted by the Ministry of Corporate Affairs (MCA) in its circular "Green Initiative in Corporate Governance" issued towards encouraging paperless compliances, the Company intends to disseminate the Annual Report and related communications for FY- 2013-2014 in electronic mode.

Going forward also the Company''s communications/documents (including Notice of General Meetings, Audited Financial Statements, Directors'' Report, Auditors'' Report and all other documents (including Postal Ballot documents) as may be allowed from time to time, by MCA will be sent in electronic mode to the registered e-mail addresses of the Members as provided / updated and made available to the Company by the Depositories, which will be deemed to be your registered e-mail address for serving the necessary communications / documents.

Your directors also requests you to register your e-mail address with your Depository Participant (DP) for the purpose of serving of documents by the Company in electronic mode, if your e-mail address is not registered with your DP.

QUALITY INITIATIVES

The Company is ISO 9001:2008 certified. Rolta has been successfully assessed at the highest Level 5 of SEI''s Capability Maturity Model Integration®-DEV (CMMI®) version 1.3 for its Software Application Development and Maintenance. The Process methodologies are followed to ensure quality deliverable to clients.

ACKNOWLEDGEMENT

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 contribution made by the employees of the Company and acknowledge their hard work and dedication in ensuring that the Company consistently performs well.

For and on behalf of the Board of Directors,

Mumbai Kamal K Singh 9th August, 2014 Chairman & Managing Director


Jun 30, 2010

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, 2010. 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, 2010 June 30, 2009

Revenue 15,326.7 13,728.1

Other Income 279.3 690.4

Revenue and Other Income 15,606.0 14,418.5

Profit before depreciation & tax 5,636.0 5,207.2

Less: Depreciation 2,679.1 1,867.1

Profit before tax 2,956.9 3,340.1

Less: Provision for tax 405.6 401.8

Profit after tax 2,551.3 2,938.3

Add: Balance of profit of earlier years 8,203.4 6,223.2

Balance available for appropriation 10,754.7 9,161.5

APPROPRIATIONS

Less : General Reserve 366.7 388.6

Less : FCCB Redemption Reserve 1,380.0 --

Less : Dividend 523.9 483.1

Less : Tax on Dividend 88.7 86.4

Balance carried to Balance Sheet 8,395.4 8,203.4

Financial Performance

The Company continued to be a strong player in the Enterprise Geospatial and Defense Solutions (EGDS), Enterprise Design and Operation Solutions (EDOS) and Enterprise IT Solutions (EITS) domains. The Company has transformed its business model from a portfolio that is service-centric to one that is increasingly IP-centric and has elevated its offerings to a higher value proposition by focusing on enterprise level solutions. The Company has developed innovative solutions incorporating its own Intellectual Property which serve as differentiators enabling the Company to position itself more effectively at the higher level of value chain. The Company has effectively integrated its various acquisitions and has leveraged the expertise, I P, software assets and track-record so acquired in transforming its business model, as above.

During the year, the Company also expanded its world-class facilities by establishing a state-of-the-art development and delivery center in Delhi NCR to showcase its solutions for Defense, Government, Infrastructure and Security verticals through extensive demo rooms and a battle lab customized to Indian Defense requirements. This facility will also be the Companys first development and delivery center in North India.

The Companys total consolidated revenue for the year 2009-10 was Rs.15,326.7 million representing a growth of 11.6% (Rs.13,728.1 million for the previous year ended June 30, 2009). The Net Profit after provision for taxation for the year ended June 30, 2010 was Rs.2,551.3 million as against Rs.2,938.3 million, registering a year-on-year decline of 13.2% (the decline in net profit would be 5.2% excluding the one- time gain on FCCB buyback recorded in financial year 2008-09). The basic earnings-per-share for the year was Rs.15.84, computed by 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.

The Companys net worth increased to Rs.16,091.2 million as on June 30, 2010 from Rs.14,415.6 million in June 2009, reflecting the inherent strength of the Company. The book value per share is Rs.99.82 as against Rs.89.53 at the end of June 30, of last year signifying substantial enhancement in shareholder value.

Repurchaseof Foreign Currency Convertible Bonds (FCCBs).

During the second quarter of the year, the Company further repurchased Foreign Currency Convertible Bonds (FCCBs), amounting to US$ 15.0 million (accreted value US$ 17.8 million) at a discount of 15.25% which resulted in a gain of US$ 2.80 million (approx. Rs.130 million) of which Rs.33 million was appropriated to Other Income and the balance was added to the securities premium Account .

The aggregate accreted value of all repurchase of FCCBs till date is US$ 61.47 million (Face Value $ 53.31 million) and total amount paid aggregated US$ 47.75 million resulting in a gain of US$ 13.72 million (approx. Rs.665 million) giving an average discount of 22.3% to the accreted value on all buybacks.

Your Directors are pleased to inform you that the Companys standalone revenue registered steady growth and was Rs.11,704.4 million for the year ended June 30, 2010 as against Rs.9,466.9 million in the previous year, signifying a growth of 23.63%. The standalone net profit after tax for the year ended June 30, 2010 was lower at Rs. 3,605.03 million as against Rs. 3,723.2 in the previous accounting year reflecting a decline of 3.17%.

(Rs. in millions)

Standalone

Financial Financial Year ended Year ended June 30, 2010 June 30, 2009

Revenue 11,704.4 9,466.9

Other Income 294.3 696.6

Revenue and Other Income 11,998.7 10,163.5

Profit before depreciation & tax 6,594.2 5,908.6

Less: Depreciation 2,594.2 1,792.4

Profit before tax 4,000.0 4,116.2

Less: Provision for tax 395.0 393.0

Profit after tax 3,605.0 3,723.2

Add: Balance of profit of earlier years 10,282.3 7,496.6

Balance available for appropriation 13,887.3 11,219.8

APPROPRIATIONS

Less : General Reserve 360.5 372.3

Less : FCCB Redemption Reserve 1,380.0 --

Less : Dividend 523.9 483.1

Less : Tax on Dividend 87.0 82.1

Balance carried to Balance Sheet 11,535.9 10,282.3

Consolidated Financial Results under International Financial Reporting Standards (IFRS)

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 Companys GDRs have been listed, the Company has also prepared its consolidated Accounts for the year ended June 30, 2010 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.15,326.7 million for the financial year ended June 30, 2010, whilst the net profit after tax for the year was Rs.2,315.2 million.

The difference in the net profit as arrived under the Generally Accepted Accounting Practices in India, and net profit under IFRS was Rs.236.1 million mainly on account of the following factors: variation in the method of accounting for depreciation/amortization amounting to Rs.19.2 million; share based payments to employees (Rs.82.5 million); redemption premium payable on FCCBs (Rs.266.1 million) and deferred taxation Rs.93.3 million.

Dividend

Your Directors are pleased to recommend dividend of Rs.3.25 per share, increased from Rs.3.00 per share which was paid in the previous year. The total quantum of dividend, if approved by members, will be Rs.523.88 million, while Rs.88.68 million 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, 2010 to November 24, 2010, 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, 2010.

Financial Statements

The Consolidated Financial Statements of the Company along with those of its subsidiaries and joint venture company Shaw Rolta Limited prepared as per Accounting Standards AS-21 and AS-27 of the Institute of Chartered Accountants of India form part of the Annual Report. The Ministry of Company Affairs, Government of India, New Delhi has exempted the Company from the provisions contained in sub-section (1) of Section 212 of the Companies Act, 1956 and as such the Company is not required to attach the financial statements of its eleven subsidiaries to the Companys Accounts for the year ended June 30, 2010. The Consolidated Financial Statements also include a statement containing key financial indicators separately for each subsidiary. The Accounts of the subsidiary companies will be made available to the investors specifically seeking such information at any point of time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956, regarding conservation of energy, technology absorption, foreign exchange earnings & outgo; 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.

BUSINESSOPERATIONSOVERVIEWANDOUTLOOK

The year started with widespread global economic crisis and extreme risk aversion by customers, resulting in cut back on investment and recruitment.

1According to the Annual Report 2009-10 of the Department of Information Technology, Ministry of Communications and Information Technology, Government of India, the Indian software and services exports including ITeS-BPO are estimated at US $ 49.7 billion (Rs.2,351 billion) in year 2009-10 as compared to US $ 47.1 billion (Rs.2,162 billion) in year 2008-09, a 5.5% growth in dollar terms and 8.7% in rupee terms. There has been a marginal growth in the exports of Software Products and Engineering Services, which is estimated to reach US $ 10 billion (Rs.473 billion) in year 2009-10 from the level of US $ 9.6 billion (Rs.441 billion) in year 2008-09. The revenue from the domestic IT market (excluding hardware) is expected to grow to about US $ 14 billion (Rs.662 billion) in year 2009-10 as compared to US $ 12.8 billion (Rs.590 billion) in 2008-09, an anticipated growth of 9% in dollar terms and 12% in rupee terms.

2According to NASSCOM, the industry will witness a better growth, as the economic environment is now showing signs of recovery, led by growth in the core markets and supplemented by significant contributions from emerging markets. Growth drivers include a thrust on platform BPO, Analytics, Finance & Accounting, Remote Infrastructure Management, ADM, and Cloud Services. The Indian IT-BPO Industry is expected to exceed US $ 70 billion in FY11. This positive sentiment at the year end is buoying demand and growth across most businesses.

BUSINESSOUTLOOK

Enterprise Geospatial and Defense Solutions (EGDS)

During the year, the Company launched state-of-the-art solutions for Geo-Imaging and Earth Science applications based on an exceptional combination of its existing repository of intellectual property and key technologies acquired at the source code level, from various companies worldwide. These solutions provide some of the most advanced Geo-Imaging and Photogrammetry capabilities, and are being actively used for mission-critical applications, by hundreds of users, across the country.

The Company continues to maintain its leadership in the Indian Defense Geospatial market and has introduced many new solutions for Defense and Security, in partnership with various world leaders including, Thales, France, with whom the Company has a Joint Venture Rolta Thales Limited. The Company, through a combination of its own I P, R&D and partner-technologies, provides field-proven, hi-tech solutions for Defense, Homeland and

Maritime Security applications, e.g. Battlefield Management, Advanced Minefield Recording, Automated Change Detection, Ruggedized Mobile Surveillance, Coastal Automatic Identification, Maritime Security, Sensor Data Integration & Fusion, Tactical Communications, Digital Soldier, Optronics including Night Vision, Safe City, etc. These solutions are empowering the Armed Forces and Security Agencies in making our nation a safer place. With India looking to rapidly modernize its Defense & Security Agencies, the Company is very well positioned to address large opportunities resulting from the significantly increased budgets for Defense, Homeland & Maritime Security.

The Company completed key acquisitions and integrated them in order to strengthen its solutions offerings. For example, the Company added to its high-end consulting and systems integration credentials in the areas of Electric Utilities, Telecom, Water and Gas, through the acquisition of OneGIS, Inc., USA. This acquisition also added to the Companys IP and expanded the Rolta Geospatial FusionTM solution by adding a unique mobile interface to the same which enhances productivity by synchronizing data between office and field workforce for the Utilities and Telecom segment. The Company has won and executed major contracts for Rolta Geospatial FusionTM solutions in varied vertical segments in markets in India, North America, the Middle East and Africa. The Companys customers have even won awards for Rolta Geospatial FusionTM based GIS portal applications.

The Company also acquired perpetual rights to the complete portfolio of PCIs Geo-Imaging technologies, including source code, design and software architecture. PCI, Canada, is a market leader in the Geo-Imaging segment, with an installed base covering hundreds of customers in India, and over 21,000 licenses in more than 135 countries world-wide. In combination with Roltas own offerings in photogrammetric mapping and related applications, the Company now offers world-class solutions for processing stereo and mono satellite imagery in areas such as environmental modeling, forestry and natural resources, emergency planning and management, agriculture, security and defense.

The Company signed a formal MOU with Central Board of Secondary Education (CBSE) as the Resource Partner, for providing Vocational Courses on Geospatial Technology to XI and XII standard students. Under this MOU, Rolta will provide technical assistance, develop and create the curriculum, and also impart advanced training to CBSE teachers across the country. As a part of the curriculum, Rolta will provide to all CBSE Schools Rolta Geomatica, one of the worlds best geospatial technologies. Once completed, this roll out will potentially benefit over 11,000 schools.

Enterprise Design& Operation Solutions (EDOS)

The Company continues to further develop and enhance its innovative solutions for plant operations. The Rolta OneViewTM solution has been deployed at large refining facilities in USA, Europe and South Africa and well received in other markets, such as in the middle-east and India. It enables Owner-Operators throughout the process and power industries to view plant operations as one fully connected ecosystem and provides operational and reliability excellence. The Company is also engaged in expanding this solution to address up-stream operations in the Oil sector. Similarly, the Company is building solution frameworks for other verticals such as Power and Petrochemicals.

The Company has received key orders for sophisticated engineering services from organizations in diverse sectors including nuclear power, space research and oil refining. For example, the Company is executing a prestigious engineering design project for a significant nuclear reactor system of international importance. The Company believes that this project is one of the first of its kind, internationally, being unique and technically complex. Similarly, the Company is working on a demanding engineering and design project, involving cutting-edge cryogenic technologies, for a premier scientific organization of the Indian Government.

Shaw Rolta Ltd. (SWRL), the Companys JV with The Shaw Group Inc., USA continues to make steady progress and is executing intricate projects for customers worldwide. During the year, SWRL successfully executed a project for setting up one of the worlds largest ethylene plants for a major International Oil company.

Enterprise ITSolutions (EITS)

Rolta continues to strengthen and build its EITS portfolio and capabilities and the company is serving global markets providing consulting & technology services in ERP, SOA, BI & EPM arenas to address end-to-end solutions.

The business group is also focused on developing and upgrading the Companys IP to enhance the value proposition to our customers, and strengthen our standing in the market by offering unique technological approaches as detailed in the R&D section of this Report.

The Company is a Platinum Partner for Oracle and its innovative and high performance BI solutions have been duly acknowledged making it a premier go-to partner in key utility sectors, like energy. Recently the Company was awarded its 7th Oracle Titan Award, in recognition of its excellence in solving real-world customer challenges and for their development and deployment of Oracle technology. Additionally, in partnerships and close relationships with other world leaders like Microsoft, ESRI, Intergraph and CA, the Company brings rich experience and expertise to help customers achieve their IT goals.

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.

CORPORATE GOVERNANCE

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 also form an integral part of this Annual Report.

Rolta has established connectivity with the NSDL and CDSL depositories in India to provide prompt transfer and demat services. The Company has achieved dematerialization of 98.00 % of its equity shares held in the electronic mode with NSDL and CDSL. 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 also initiated various investor friendly measures as elaborated elsewhere in this Annual Report.

HUMAN RESOURCES

Rolta has a vibrant work atmosphere and has been able to face the challenges of the economic downturn with fortitude. It continues to be an employer of choice across geographies and continues to attract talent from globally reputed organizations. We are happy to report that Rolta continues to be recognized as employer of choice by our employees and industry surveys. In the DataQuest Best Employer Survey for the year 2010, Rolta has been ranked at the 1st position in Managing Slowdown, 2nd position in the Preferred Employer, 3rd in Employee satisfaction and 4th position in overall ranking in the IT sector.

The Company has an Employee Stock Option Plan in accordance with the guidelines issued by SEBI. The company has currently the following approved plans of stock options: ESOP 2005, ESOP 2007, ESOP 2008 and ESOP 2009. The details of the options granted and outstanding up to June 30, 2010, 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

Rolta 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 and in terms of the provisions of section 217(2A) of the Companies Act 1956, read with the Companies ( Particulars of Employees ) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the annexure to the

Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the said Act, the annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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 2009-10 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 basis.

The Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

FIXED DEPOSITS

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 1,25,02,675 for the financial year 2001 was transferred on August 05, 2009. The unclaimed Dividend amount for the next financial year 2002-03 (eighteen months period), will be transferred in the month of February 2011.

DIRECTORS

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 12 Directors, six of whom are Independent Directors. In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Dr. Aditya K. Singh, Mr. R. R. Kumar and Lt. Gen. J. S. Dhillon (Retd.) retire by rotation in the forthcoming Annual General Meeting. Being eligible, Mr. R. R. Kumar and Lt. Gen. J. S. Dhillon (Retd.) offered themselves for re-appointment . Dr. Aditya K. Singh stepped down from the position of Joint Managing Director w.e.f . 1st February, 2010 and also did not offer himself for re-appointment due to his other pre- occupation. The Board placed on record its deep appreciation for the valuable services rendered by Dr. Aditya K. Singh during his tenure of service with the Company.

The Board has been strengthened by the appointment of Additional Director viz. Mr. T. C. Venkat Subramanian w.e.f. 1st November, 2010, whose appointment requires the approval of the members at the ensuing Annual General Meeting. Mr. Venkat Subramanian holds a Bachelors degree in Engineering and is a certified associate of Indian Institute of Bankers. He has over 37 years of professional experience in the financial sector having worked in EXIM Bank of India, since its inception in 1982. Mr. Venkat Subramanian retired in October 2009 after 8½ years as Chairman and Managing Director of Export-Import Bank of India (EXIM Bank of India).

AUDITORS

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 re-appointed.

ACKNOWLEDGMENTS

Your Directors thank all the shareholders, customers, vendors, other business partners, Joint Venture partners The Shaw Group Inc, USA, M/s Thales group, France 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 Companys consistent growth would not have been possible.

For and on behalf of the Board of Directors,

Mumbai Kamal K Singh October 25, 2010 Chairman & Managing Director

 
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