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Directors Report of Rolta India Ltd.

Mar 31, 2023

At the outset, we would like to draw your kind attention of the members towards a material development that has happened i.e., Union Bank of India, in its capacity as the financial creditor of Rolta India Limited (the Company/Corporate Debtor) had filed an application CP (IB) 530/MB/C-I/2020 under Section 7 of the Insolvency and Bankruptcy Code, 2016. The said application for initiation of CIRP has been admitted by the Honâble NCLT Mumbai Bench vide its order dated 19th January, 2023.

The Honâble National Company Law Tribunal, Mumbai Bench has ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Rolta India Limited on 19th January, 2023 and further appointed Dr. CS Adv Mamta Binani, Registration No. IBBI/IPA-002/IPN00086/2017-18/10227 as the Interim Resolution Professional (IRP) for conducting the CIRP and to exercise all powers and subject to all duties as envisaged under the provisions of the IBC. The IRP has been subsequently appointed as the Resolution Professional (âRPâ).

As per the provisions of Section 17 of the Insolvency and Bankruptcy Code, the Management of the affairs of the Corporate Debtors stand vested in the Resolution Professional (RP) and the powers of the Board of Directors of the Corporate Debtor stand suspended and be exercised by the Resolution Professional .Ever since the aforesaid commencement of CIRP, RP who has started functioning with effect from January 19, 2023 has constituted a Committee of Creditors which keeps meeting frequently to review the progress of CIRP in the desired direction.

This report in compliance of applicable provisions of Companies Act, 2013 and SEBI Listing and Disclosures Obligations Requirements Regulations, 2015. This report is being presented hereby under the instructions and authority of the Resolution Professional.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the FY ended March 31, 2023 is as summarized below:

(In Rs. Crore)
Particulars	Consolidated
	Financial Year Ended	Financial Year Ended
	March 31, 2023	March 31, 2022
Revenue
Sales of IT Solutions and Services	17.48	29.01
Other Income	0.10	9.11

Total Revenue	17.58	38.12
Expenses
Cost of Materials & Technical SubContractors	11.10	8.20
Employee Benefit Expenses	12.53	31.59
Finance Costs	694.97	758.59
Depreciation and Amortization Expenses	43.24	48.52
Others Expenses	65.59	59.82
Total Expenses	827.43	906.72
Profit/(Loss) before Exceptional items tax	(809.85)	(868.60)
Exceptional items	(81.29)	185.60
Profit/(Loss) before Tax	(891.14)	(683.00)
Deferred Tax	-	29.50
Tax of Earlier year	-
Current Tax	-	0.07
Profit/(Loss) for the year	(891.14)	(712.57)
(In Rs. Crore)
Particulars	Standalone
Particulars	Financial Year Ended March 31, 2023	Financial Year Ended March 31, 2022
Revenue
Sales of IT Solutions and Services	2.28	7.53
Other Income	0.01	9.69
Total Revenue	2.29	17.22
Expenses
Cost of Materials & Technical SubContractors	0.35	0.39
Employee Benefit Expenses	5.99	12.88
Finance Costs	694.97	757.25
Depreciation and Amortization Expenses	40.39	41.36
Others Expenses	26.16	12.79
Total Expenses	767.86	824.67
Profit/(Loss) before Exceptional items tax	(765.55)	(807.45)
Exceptional items	(316.83)	185.82
Profit/(Loss) before Tax	(1,082.38)	(621.63)
Deferred Tax	-	(15.49)
Tax of Earlier year	-	-
Current Tax	-	-
Profit/(Loss) for the year	(1,082.38)	(606.14)

RESULTS OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS

As stated in the preceding paragraphs vis-a-vis the status of companyâs petition before NCLT, although the CIRP commenced on 19th January, 2023, Company has been putting in its best efforts to ensure that the operations of the Company are continued in the best interest of the Company. Company is primarily focusing on realizing its unbilled revenues and debtor collection to keep operation afloat.

During the financial year 2022-23, the Companyâs consolidated revenue was of Rs. 17.48 Crs. as against Rs. 29.01 Cr. in previous year, registering a decrease of 39.75% in year-on-year basis. Consolidated loss after tax for the financial year ended March 31, 2023 is Rs. 891.14 Crs. as against Rs. 712.57 Crs in the previous financial year ended March 31, 2022.

During the year under review, the Company experienced various challenges including tight liquidity in execution of the projects and initiation of CIRP against the Company by the secured financial creditor(s). Presently, the Company is taking necessary steps within the technical and financial resources challenges for closing projects.

WEB LINK OF ANNUAL RETURN

The Company is having website i.e., www.roltaindia.com and annual return of Company has been published on such website. Link of the same is given below: www.roltaindia.com

TRANSFER TO RESERVES

In view of losses incurred by the Company during the financial year, no amount has been transferred to the General Reserve.

DIVIDEND

In view of losses incurred during the period under review, no dividend on the equity shares for financial year ended March 31, 2023 is proposed.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business as compared to immediately preceding years. EXTRACT OF THE ANNUAL RETURN

The Company is maintaining website http ://www.rolta.com/wp-

content/uploads//pdfs/investorrelations . Therefore, the copy of the Annual return under Subsection (3) of Section 92 of the Companies Act, 2013 (âActâ) has been placed on the website.

SHARE CAPITAL

The Paid-up equity share capital of the Company as on March 31, 2023 was Rs. 1,65,89,13,550/-divided into 16,58,91,355 equity shares of Rs.10/- each. During the year under review, the Company has not allotted any shares.

Further, the company has not issued Sweat Equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

There are no changes to the Equity Share Capital during the year under consideration.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended on March 31, 2023, prior to Commencement of CIRP, 7 (Seven) meetings of the board were held. The details of which are given in the Corporate Governance Report annexed to this Report as Annexure A.

It may be noted that, an application for Initiation of Corporate Insolvency Resolution Process (CIRP) was admitted on January 19, 2023 therefore no meeting of Board of Directors was required to be held after initiation of CIRP.

MANAGEMENT DISCUSSION AND ANALYSIS

As required in terms of the SEBI LODR Regulations, the Management Discussion and Analysis is annexed to this Report and provides details on overall industry Structure and Developments during the financial year under review.

SECRETARIAL STANDARDS

The Company has endeavored to follow applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance 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 the genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct, if any.

No personal has been denied access to the Audit Committee pertaining to reporting his/her Concern(s) as per WBP mechanism. The details of the WBP are explained in the Corporate Governance Report and also posted on the website of the Company.

The Company hereby affirms that no complaints were received during the year.

RISK MANAGEMENT POLICY

The main objective of Risk Management is risk identification, reduction, avoidance and optimize those risks faced by the management. The Company has put in place a Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management.

BOARD EVALUATION

During the year, the performance of the Board and individual Directors was not required to be evaluated considering the commencement of the CIRP and suspension of powers of board of directors.

REMUNERATION POLICY

The members of the Nomination & Remuneration Committee consist only of Independent Directors. The suspended board had, on the recommendation of the NRC, framed a policy for selection and appointment of Directors, Top Management and their remuneration. The Company''s remuneration policy is driven by the success and performance of the individual employee and the Company.

The key objective of this policy is:

a) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

b) formulation of criteria for evaluation of performance of independent directors and the board of directors;

c) devising a policy on diversity of board of directors;

d) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

e) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

f) whether to extend or continue the term of appointment of the Managing Director and Executive

Director, on the basis of the report of performance evaluation of Managing Director and Executive Director.

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

COMPOSITION OF AUDIT COMMITTEE

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

EMPLOYEES STOCK OPTION SCHEME

In accordance with Employees Stock Option Plan of the Company, no options were outstanding at

the beginning of the year. No options were granted or exercised during the financial year. Details

of the Employees Stock Options is disclosed in the financial statements of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their

knowledge and ability confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

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

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

AUDITORSI. Statutory Auditors

M/S. Shah & Mantri, Chartered Accountants (ICAI Firm Registration No. 137146W) have been appointed as Statutory Auditors of the Company in the Annual general Meeting held on 30 ^thDecember, 2022 for a period of One (1) year to hold office till the conclusion of the 33rd AGM to be held in the Calendar year 2023 and their office is liable for retirement at the ensuing Annual General Meeting (AGM).

M/S. Shah & Mantri, Chartered Accountants(ICAI Firm Registration No. 137146W) has been appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company during the Financial Year 2022-23 for 1 (One Year) and that the Resolution Professional in terms of the provisions of the section 28(1)(m) of the Insolvency and Bankruptcy Code, 2016 took the proposal, for the appointment of auditors which was not approved by CoC with requisite majority and therefore no such item relating to the appointment of auditors can be proposed at the ensuing Annual General Meeting. However, in default pursuant to section 139(10) of the Companies Act. 2013, the existing auditor shall continue for the time being without any formal appointment till his appointment is formalized or some other person is being appointed as Auditor in accordance with the applicable provisions of Companies Act 2013 and IBC, 2016.

The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Auditors have made following remarks/observation in their Standalone Financial Statements Report and the reply by the suspended Directors are as follows:

Observation	Reply
a) Attention is drawn to the note no. 29 of the standalone financial statements. regarding the fact that the Company continued to recognise deferred tax assets (including MAT Credit Entitlement) Rs. 994.28 crores as at 31^st March, 2023 (As at 31^stMarch, 2022 - Rs. 994.28 crores), which includes deferred tax assets recognised on carried forward unused tax losses and brought forward accumulated depreciation. In view of continued significant losses (including cash losses), current level of business operations and admission of the Company to Corporate Insolvency Resolution Process (âCIRP processâ), as stated in note no. 38 of the standalone financial statements, there are no convincing evidence and probable certainty for availability of future taxable income for reversal/utilisation of the deferred tax assets (including MAT Credit Entitlement) as. required in Ind AS 12 "Income Taxes, therefore, we are unable to ascertain the extent to which the deferred tax assets (including MAT credit Entitlement) can be reversed/utilized and consequently, whether any adjustments to carrying value are necessary and consequential impacts on loss for the year and other equity of the standalone financial statements as on 31^st March, 2023.	The Management is confident of the survival of the Company and will continue its business operation under CIRP. Therefore, such credit could be utilized in future and being carry forward in the Books of the Company.
b) As per Indian Accounting Standard 36 on âImpairment of Assetsâ, the Company is required to determine impairment in respect of carrying value of Property, Plant & Equipment (PPE). No Impairment of PPE has been carried out by the Management of the Company and therefore, we are unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Companyâs PPE. Consequently, we are unable to determine whether any adjustments to carrying value are necessary and consequential impacts on the standalone financial statements as on March 31, 2023.	Presently, the Company is under CIRP and no such impairments at this stage is appropriate.

c) In accordance with the Ind AS 109 âFinancial Instrumentsâ, the Company is required to recognize corporate guarantees issued at its fair value and then subsequent measurement thereof based on lower of amount of loss allowance and initially recognised fair value less amortisation. The Company had issued corporate guarantees in earlier years in favour of holders of Senior Notes (âBondsâ) issued by Rolta LLC and Rolta America LLC, wholly owned subsidiaries of Rolta International Inc., USA, a wholly owned subsidiary of the Company (collectively referred as âUS subsidiariesâ). As stated in note no. 45 to the standalone financial statements, the said corporate guarantees were invoked by the bond holders and accordingly, obligations arising thereon need to be accounted for in accordance with the Ind AS 109. Also, the claims made by the bond holders have been accepted during the CIRP process amounting to Rs. 6,268.80 crores. Due to impracticability of retrospective restatement for impact of invocation of the aforesaid guarantee, comparative financial statements for the year ended 31^st March, 2022 have not been restated and the same has been disclosed as contingent liability.

As explained by the Management, as the company had been admitted under CIRP process, it had not recognised the corporate guarantee including the possible obligation arising thereon. In view of the uncertainty associated with the outcome of CIRP Proceedings, the resultant obligation in respect of the corporate guarantee cannot be measured with sufficient reliability and consequently, we are unable to comment on the possible financial impact thereof on the loss for the year liabilities and other equity as on 31^st March 2023.

The remark made is selfexplanatory in nature.

d) As stated in note no. 47 of the standalone financial statements, in earlier years, certain foreign currency payable and receivables between the Company and Rolta International Inc., Rolta UK Limited and Rolta Middle East FZ LLC (collectively referred to as âsubsidiariesâ), arising mainly on account of invocation of Standby letter of credit (SBLC) issued by the banks on guarantee given by the Company and long-term export advances received from these subsidiaries, had been adjusted without approval of Reserve Bank of India. The Company

The remark made is selfexplanatory in nature.

has made necessary application stating the above facts to Reserve Bank of India (RBI) to seek their permission for adjusting the receivables and payables amounts, for which approval from the RBI is still awaited. As the matter is pending for approval, we are unable to comment on the possible financial impact thereof on loss for the year, assets and liabilities and other equity as on 31Â°* March, 2023.
e) Companyâs investment in certain subsidiaries (refer note 4 of the standalone financial statements) aggregating to Rs. 29.86 Crores are carried at cost, since in the opinion of the management the said investment are fully recoverable. However, these subsidiaries are making continued losses, no major operations, unavailability sufficient evidence, including sufficient evidence, including CIRP process (refer note 43 and 44 of the Standalone financial statements), we are unable to comment upon the adjustments, if any, required to the carrying value of the aforesaid investments and consequential impact, if any on the loss for the year, assets and other equity as on 31^st March 2023.	The management is hopeful for positive outcome to the tune of investment made. Accordingly, provision(s) where is required has been made in the Books of the Company.
f) We draw attention to note no. 25 and 40 to the standalone financial statement, regarding nonrecognition of interest on borrowing from banks and financial institutions, inter corporate loans post initiation of CIRP with effect from January 19, 2023 on the account of moratorium available under Insolvency and Bankruptcy Code, 2016 (âthe Codeâ). The same is not in compliance with requirements of Ind AS - 23 on âBorrowing Costâ read with Ind AS - 109 on âFinancial Instrumentsâ.	Due to the ongoing CIRP, The Honâble NCLT has granted Mortarium under Section 14 of the Code. Therefore, no such interest can be recognized in the books of the Company after CIRP Commencement date i.e., 19^th January, 2023.
g) In accordance with the Insolvency and Bankruptcy Code, the Resolution Professional (âRPâ) has to receive, collate and admit the claims submitted by the creditors as a part of CIRP process. Such claims can be submitted to the RP till the approval of the resolution plan by the Committee of Creditors. Pending final outcome of CIRP process, no accounting impact in the books of accounts has been made in respect of excess, short, or nonreceipts of claims for operational creditors, financial creditors, employees and government	The remark made is selfexplanatory in nature.

	dues. Also, the Company''s is pursuing various tax matters arising on account of assessment notices, inquiry notices, demand/penalty notices issued by various statutory tax / regulatory authorities. In view of admission of the Company under CIRP process and these matters are now subject to CIRP process, we are unable to comment as to whether the aforesaid matters will have any financial impact including recognition of those liabilities in the standalone financial statement, and consequent impact on loss for the year, liabilities and other equity as on 31^st March, 2023 (Refer note no. 39 to the standalone financial statements).
Further the reply by the suspended Directors for the observation/remark made in the Consolidated Financial Statements Report are as follows:
	Observation	Reply
	a) Attention is drawn to note no. 28 of the consolidated financial statements regarding the fact that the Group continued to recognise deferred tax assets (including MAT Credit Entitlement) of Rs. 2,082.59 crores as at 31^stMarch, 2023, which includes deferred tax assets on carried forward unused tax losses and brought forward accumulated depreciation. In view of continued significant losses {including cash losses} by the Group, current level of business operations and admission of the Holding Company to Corporate Insolvency Resolution Process (âCIRP processâ), as stated in note no. 35 of the consolidated financial statements, and also subsequent to the year end, admission of two subsidiaries under CIRP process, as stated in note no. 40 and 41 of the consolidated financial statements, there are no convincing evidence and probable certainty for availability of future taxable income for reversal/ utilisation of the deferred tax assets (including MAT Credit Entitlement) as required in Ind AS 12 âIncome Taxes, therefore, we are unable to ascertain the extent to which the deferred tax assets (including MAT credit Entitlement) can be reversed/utilized and consequently whether any adjustments to carrying value are necessary and consequential impacts on loss for the year and other equity of the consolidated financial statements as on 31st	The Management is confident of the survival of the Company and will continue its business operation under CIRP. Therefore, such credit could be utilized in future and being carry forward in the Books of the Company.

March, 2023.

b) As per Indian Accounting Standard 36 on âImpairment of Assetsâ, the Holding Company is required to assess for any indication that the assets have been impaired and carry out the impairment test in respect of carrying value of Property, Plant & Equipment (PPE). No Impairment assessment and testing of PPE has been carried out by the Management of the Holding Company and therefore, we are unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Holding Companyâs PPE. Consequently, we are unable to determine whether any adjustments to carrying value are necessary and consequential impacts on loss for the year, PPE and other equity of the consolidated financial statements as on 31^stMarch, 2023.

Presently, the Company is under CIRP and no such impairments at this stage is appropriate.

c) Attention is drawn to note no. 42 regarding the legal case filed by the certain Holders of Senior Notes against the Holding Company, Rolta International Inc., USA and its subsidiaries (âUS Subsidiaryâ) and Rolta UK Limited, Rolta Middle East FZ LLC, Rolta Global BV (Collectively referred to as âRolta Group Companiesâ) at Honâble Supreme Court of the State of New York.

i. (a) Honâble Supreme court of the State of New

York vide its orders dated 24 September, 2020 admitted the claim of the certain Holders for an amount of USD 183 Million plus interest of 9% up to the date of payment against the Holding Company and its US Subsidiary; and

(b) further vide its order dated 20^th October, 2020, directed Holding Company and its subsidiaries to turnover their cash on hand and respective investment in stock/membership interest possesses / owned or controlled by them in the Rolta Group companies (âturnover orderâ). Holding Company has filed a suit with Honâble Bombay High Court for grant of interim injunction against the aforesaid orders and the suit is pending before the Honâble Bombay High Court.

ii. In a separate order passed by the Honâble Supreme Court of the State of New York dated

The remark made is selfexplanatory in nature.

16^th April, 2021 and dated 24^th August, 2021, the court appointed a receiver on US Subsidiary and the Holding Company (âReceivership Orderâ). Accordingly, Receiver appointed by the Court has taken over the Management and Financial control of the US Subsidiary and the Directors appointed by the Holding Company in US Subsidiary have ceased to be member of Board. On 22^nd March, 2022, the Holding Company has perfected the appeal before the Appellate Division, First Judiciary department of Honâble Supreme Court of State of New York against the above orders, which is still under consideration.

iii. The âSenior Note 2013â (Bond 1) and âSenior Note 2014â {Bond 2) amounting to USD 126.65 million and USD 372.36 million, issued by US subsidiaries in the year 2013 and 2014 respectively, and which were due for repayment on 16^th May, 2018 and 24^th July, 2019 respectively, have not been repaid and continue to be outstanding till date. No interest accrual for the period from 17^th May, 2018 to 31st March, 2023 on Bond 1 and 25 ^th July, 2019 to 31^st March, 2023 on Bond 2. As explained by the Management, as the Bond indenture had not specified on payment of interest on the outstanding loan amount beyond the date of its maturity.

Considering that the orders passed above are under consideration by the court of laws of respective jurisdiction, Rolta International Inc. and its subsidiaries have been continued to be consolidated in accordance with the Ind AS 110 âConsolidated Financial Statementsâ. Also, as the US subsidiaries are under control of receiver, no financial statements/ information of US subsidiaries are available for the period post 30^thSeptember, 2021. Accordingly, consolidated financial statements incudes the financial statements of US subsidiaries as at 30^thSeptember, 2021. Consequently, we are not able to comment on any adjustments to the carrying values of the assets and liabilities and consequential impacts on the loss for the year, assets/ liabilities and other equity as on 31^stMarch, 2023.

d) Attention is drawn to note no. 24 and 37 to the

Due to the ongoing CIRP, The

consolidated financial statement, regarding nonrecognition of interest on borrowing from banks and financial institutions, inter corporate loans by the Holding Company post initiation of CIRP with effect from 19^th January, 2023 on account of moratorium available under Section 14 of the Insolvency and Bankruptcy Code, 2016 (âthe Codeâ).The same is not in compliance with requirements of Ind AS - 23 on âBorrowing Costâ read with IndAS - 109 on âFinancial Instrumentsâ.

Honâble NCLT has granted Mortarium under Section 14 of the Code. Therefore, no such interest can be recognized in the books of the Company after CIRP Commencement date i.e., 19^th January, 2023.

e) In accordance with the Insolvency and Bankruptcy Code, the Resolution Professional (âRPâ) of the Holding Company has to receive, collate and admit the claims submitted by the creditors as a part of CIRP process. Such claims can be submitted to the RP till the approval of the resolution plan by the Committee of Creditors. Pending final outcome of the CIRP process, no accounting impact in the books of accounts has been made in respect of excess, short, or nonreceipts of claims for operational creditors, financial creditors, employees and government dues. Also, the Holding Company is pursuing various tax matters arising on account of assessment notices, inquiry notices, demand/penalty notices issued by various statutory authorities. In view of admission of the Holding Company under CIRP process and these matters are now subject to CIRP process, we are unable to comment as to whether those matters will have any financial impact including recognition of those liabilities in the consolidated financial statement on the loss for the year, liabilities and other equity as on 31st March, 2023 (Refer note no. 35 to the consolidated financial statements).

The remark made is selfexplanatory in nature.

II. Secretarial Auditor

The Provisions related to Secretarial Audit under Section 204 of the Companies Act, 2013 is applicable on your Company. The Resolution Professional has appointed M/s Nupur Jain & Associates to carry out the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by M/s Nupur Jain & Associates is attached as Annexure-B to this Report.

The Secretarial Auditor has made following remarks/Observations in their report and the reply by the suspended Directors are as follows:

Observation	Reply
a. Pursuant to Regulation 13 (3) of SEBI LODR, 2015, The Company has made certain delays in filing Statement of Investor Grievances with Stock Exchanges. As informed by the management the delay was due to termination of RTA services on account on non-payment of their dues, however the services were restored and fillings were made.	The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not in position to pay for the services. As a result, the services were terminated, leading to an unavoidable disruption in our filing schedule.
b. Pursuant to Regulation 17 (1) (c) of SEBI LODR, 2015, The Company has not appointed 6th Directors as required under the aforesaid provision till 29th December, 2022.Thereafter, Mr. Rangarajan Sundaram was appointed as Additional Director (Executive Capacity). Furthermore, the Stock Exchanges have also levied fine on such noncompliance.	Since the Company was under financial stress from a considerable time, the management was not able to find a suitable candidate for the challenging position.
c. Pursuant to Regulation 23(9) of SEBI LODR, 2015, The Company has not submitted disclosure of the related parties pursuant to aforesaid regulation to the Stock Exchanges. As informed by the previous management, due to lack of financial and human resources, financial results for the relevant period were not prepared and such disclosure were not made.	The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not having necessary financial and human resources consequentially, the financial results for the relevant period, which are integral to the disclosure process, were unfortunately not prepared due to aforesaid resource limitations. Consequently, the related party disclosures were not made within the stipulated timeframe.
d. Pursuant to Regulation 24A of SEBI LODR, 2015, The Company has made delay in filling Annual Secretarial Compliance Report with Stock Exchange within the prescribed time. Furthermore, the Stock Exchanges have also levied fine on such non-compliance.	Since the account of the Company was financially stressed, the Company was not having necessary financial and human resources, therefore Company was not in a position to comply with requirements.
e. Pursuant to Regulation 27(2) of SEBI LODR, 2015, the Company has made delay in filling Corporate Governance Report for the quarter ended on 31st December, 2022 to Stock Exchanges within	Since the Corporate Insolvency Resolution Process (CIRP) proceedings under the Insolvency and Bankruptcy

the prescribed time. As informed by the previous management, CIRP proceedings under IBC, 2016 has commenced w.e.f 19th January, 2023 and the aforesaid report was filed after considering.	Code, 2016, have been initiated effective January 19, 2023, the delay in filing the Corporate Governance Report is regrettable but was necessitated by the transition in management that accompanied the commencement of the CIRP proceedings.
f. Pursuant to Regulation 31(1) of SEBI LODR, 2015, the Company has made a delay of 74 days for the Quarter ended June 2022; 60 days for the Quarter ended September 2022 and a delay of 47 days for the Quarter ended December 2022 in submitting the shareholding pattern. Fine amount 358000/- imposed on company. As informed by management Due to the termination on account of non-payment of dues. RTAâs vide dated notice 09.09.2022 had terminated their services which are necessary for filing such information with Stock Exchange. Pursuant to RPâs effort such service was restored in mid of March 2023 and subsequent filings was made.	The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not in position to pay for the services. As a result, the services were terminated, leading to an unavoidable disruption in our filing schedule.
g. Pursuant to Regulation 33 of SEBI LODR, 2015, The Company has not submitted the Financial Results for the Quarter ended June 2022, September 2022 and December 2022. Further, the Company has made delay in filing the Financial Results for the Quarter ended on 31st March, 2022 and the filings were made on 21st October, 2022. Fine amount 45,50,000/- imposed on company by NSE and BSE. As per management view financials were not ready, the disclosure could not be made.	The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not having necessary financial and human resources consequentially, the financial results for the relevant period were not prepared due to aforesaid resource limitations. Consequently, the relevant disclosures were not made within the stipulated timeframe.
h. Pursuant to Regulation 76 of SEBI LODR 2015, The Company has made a delay of 59 days for the Quarter ended June 2022; 49 days for the Quarter ended September 2022 and a delay of 60 days for the Quarter ended December 2022 in submitting the Share reconciliation audit report. Fine not imposed by NSE/ BSE but there is default of management Due to the termination on account of non-payment of dues. RTAâs vide dated notice 09.09.2022 had terminated their services which are necessary for filing such information with Stock	The remark is self-explanatory in nature, Since the account of the Company was financially stressed, the Company was not in position to pay for the services. As a result, the services were terminated, leading to an unavoidable disruption in our filing schedule.

Exchange. Pursuant to RPâs effort such service was restored in mid of March 2023 and subsequent filings was made.
i. Pursuant to Regulation of SEBI LODR 2015, The Company has made a delay in submitting the Annual Report in XBRL mode for the Financial Year ended March 31, 2022.	Since the Corporate Insolvency Resolution Process (CIRP) proceedings under the Insolvency and Bankruptcy Code, 2016, have been initiated effective January 19, 2023, the delay in filing of XBRL is regrettable but was necessitated by the transition in management that accompanied the commencement of the CIRP proceedings.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified under section 148(1) of the Companies Act, 2013, is not applicable on the Company and accordingly such accounts and records are not made and maintained.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

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

As on March 31, 2023, the Company has Indian and foreign subsidiaries. Statement containing salient features of the financial statements of subsidiaries is also included in this Annual Report as "Annexure C".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the Related Parties Transaction as per the applicable Accounting Standards are disclosed in the Financial Statements of the Company. Further, since the commencement of CIRP no related party transaction was entered into by the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

Subject to initiation of CIRP and its consequential effects, there are no material changes during the financial year in the Company, that would affect the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DEPOSITS

During the Financial Year ended March 31, 2023, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an adequate system of internal financial control commensurate with its size and nature of business. The 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 WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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

DIRECTORS

The Company is undergoing Corporate Insolvency Resolution Process (âCIRPâ) in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 read with the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016. The management of the Company and suspended board of directors acts under the authority and supervision of Resolution of Resolution Professional appointed by the Committee of Creditors.

The composition of the previous Board of the company as on 31^st March 2023 are as follows:

S. No.	Name of Director	Date of Appointment	Date of Cessation
1.	Mr. Kamal K Singh (Executive Director,	01-07-2007	-

	Chairperson, MD)
2.	Ms. Homai A Daruwalla (Non-Executive Independent Director)	15-07-2019	-
3.	Mr. Ramnath Pradeep (Non-Executive Independent Director)	17-07-2019
4.	Mr. Ramdas Bhagwan Das Gupta (Non-Executive Independent Director)	17-10-2020
5.	Mr. Kaiwalya Trivikram Parnaik (Executive Director, MD)	30-05-2016	13-01-2023
6.	Mr. Rangarajan Sundaram (Executive Director)	30-12-2022	-

During the year under review, following were the changes on the Board of Directors/KMP of the Company:-

1. Mr. Lt. Gen. Kaiwalya Trivikram Parnaik (Retd.) was appointed as an Additional Director with no remuneration, perks or commission w.e.f 30^th December, 2022 further he has resigned from the Board of the Company w.e.f. 13 ^th January, 2023.

2. Mr. Rangarajan Sundaram was appointed as additional Director (Executive) w.e.f 30^thDecember, 2022.

3. Ms. Hetal Vichhi Company Secretary & Compliance Officer of the Company resigned w.e.f 05^thJanuary, 2023.

4. Mr. Dinesh Kumar Kapadia resigned from the position of Chief Financial Officer w.e.f 10^thJanuary, 2023.

5. Mr. Kamal K Singh was Re-appointed as an Additional Director, designated as Chairman and Managing Director with no remuneration, perks or commission w.e.f 30^th December, 2022.

Mr. Kamal K. Singh who has been designated as the Managing Director, and his term is set to conclude at the upcoming Annual General Meeting and Mr. Rangarajan Sundaram, currently serving as the Executive Director have expressed their willingness to be appointed or re-appointed as director(s) of the Company for a period till the date of next annual general meeting or the completion of CIRP whichever is earlier.

Consequently, there are items pertaining to their appointment or re-appointment of directors that is proposed to the shareholders in the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility

Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. The policy is available on the website of the Company.

However, on account of financial losses faced by the Company in last 3 years, the Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable. A detailed explanation of Committee is given in the Corporate Governance Report.

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 D" to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

As stated herein before, No Significant & Material orders passed by the Regulators or Courts or Tribunal during the period under review.

CORPORATE GOVERNANCE REPORT

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

ACKNOWLEDGMENTS

The Company wishes to express its sincere appreciation and thanks to all with whose help, cooperation and hard work the Company is able to survive during this hardship.

Mar 31, 2018

Dear Members,

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

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

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

(Rs. In Crore)

	Consolidated
	Financial year ended March 31^st, 2018	Financial year ended March 31^st, 2017
Revenue Sales of IT Solutions and Services	2,860.81	3,179.88
Other Income	27.29	43.68
Total Revenue	2,888.10	3,223.56
Expenses Cost of Materials & Technical Subcontractors	1,280.46	1,329.61
Employee Benefit Expenses	576.66	703.96
Finance Costs	616.04	556.74
Depreciation and Amortization Expenses	268.22	263.09
Other Expenses	174.40	197.00
Exchange Difference Gain / (Loss)	16.26	(5.34)
Total Expenses	2,932.04	3,045.06
Profit / (Loss) before Exceptional items and tax	(43.94)	178.50
Profit / (Loss) from ordinary activities before tax	(43.94)	178.50
Provision cum Write off of Debtors		536.84
Profit / Loss before Tax	(43.94)	(358.34)
Tax expense / benefit	(61.75)	525.08
Profit / (Loss) for the year	(105.69)	166.74

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

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

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

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

Financial performance:

The Financial performance on Standalone basis is as follows:

(Rs. In Crore)

	Standalone
	Financial year ended March 31^st, 2018	Financial year ended March 31^st, 2017
Revenue
Sales of IT Solutions and Services	1432.81	1,454.91
Other Income	11.96	13.52
Total Revenue	1444.77	1,468.43
Expenses
Cost of Materials & Technical Subcontractors	563.74	374.20
Employee Benefit Expenses	100.54	137.73

	Standalone
	Financial year ended March 31^st, 2018	Financial year ended March 31^st, 2017
Finance Costs	224.57	150.65
Depreciation and Amortization Expenses	99.91	95.01
Other Expenses	54.69	79.71
Exchange Difference Gain / (Loss)	13.13	(11.34)
Total Expenses	1,056.58	825.96
Profit / (Loss) Before Exceptional Items and Tax	388.19	642.47
Exceptional Items Less: US Bonds Liabililty
Less : Provision cum Write off of Debtors	272.00	536.84
Profit / (Loss) Before Tax	116.19	105.63
Tax Expenses	37.45	(0.14)
Profit / (Loss) for the year	153.64	105.49

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

Rolta India Limited and certain of its international subsidiaries (the "Group") on 17 July 2018, has entered into an agreement to implement a revised restructuring of its US$300,000,000 8.875% Senior Notes Due 2019 and US$200,000,000 10.75% Senior Notes due 2018 (together the "Senior Notes") with an ad hoc committee ("Ad Hoc Committee") of holders of its Senior Notes ("Noteholders"). The Ad Hoc Committee has signed a Second Restructuring Support Agreement ("Second RSA"). The Second RSA contains the material terms of the consensual restructuring (the "Restructuring") that is expected to strengthen the Group''s capital structure and enable its day-to-day business operations to continue without disruption. The Group has informed the Ad Hoc Committee that due to unforeseen circumstances the Group will be unable to perform its obligations under the second Restructuring Support Agreement entered into on July 17, 2018 (the "Second RSA"). As a consequence the Group expects the Ad Hoc Committee to terminate the Second RSA.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

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

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

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

India Defence and Security

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

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

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

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

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

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

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

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

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

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

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

Enterprise IT, Cloud, Mobility and Cyber Security Solutions:

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

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

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

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

DIVIDEND

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

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

SHARE CAPITAL

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

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

EXTRACT OF THE ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

RISK MANAGEMENT POLICY

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

BOARD EVALUATION

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

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration

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

The key objective of this policy is to:

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

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

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

COMPOSITION OF AUDIT COMMITTEE

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

EMPLOYEES STOCK OPTION SCHEME

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

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

PREVENTION OF INSIDER TRADING

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period-

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,-

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

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

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

AUDITORS

(i) Statutory Auditors

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

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

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

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

(ii) Secretarial Audit Report

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DEPOSITS

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

DIRECTORS

Re-appointment

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

CORPORATE GOVERNANCE REPORT

HUMAN RESOURCES

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

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

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

ACKNOWLEDGMENTS

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

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

For an on behalf of the Board of Directors

Mumbai Kamal K Singh

August 11, 2018 Chairman & Managing Director

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 GeoCADÂ, Rolta Command and ControlÂ and Rolta Crime AnalyticsÂ 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 OnPointÂ 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 OneViewÂ, 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 SmartMigrateÂ, 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 OneViewÂ 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 OneViewÂ 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 Â 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 Â 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 Â 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 IntegrationÂ®-DEV (CMMIÂ®) 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 8ÃÂ½ 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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