Notes to Accounts of Rolta India Ltd.
Mar 31, 2023
* In respect of the Inter Corporate Deposits taken from Rolta Private Limited under the terms of the Deed of Corporate Guarantee dated 29th March, 2019, Addendum dated 30th September, 2019, a Demand Notice dated 8th December, 2022 and an Invocation Notice dated 9th January, 2023 has been received by the Company from Rolta Private Limited. However, charge for the security interest created in favour of Rolta Private Limited in terms of the aforesaid Deed of Corporate Guarantee read with its Addendum, and Notice of Invocation is pending registration with the Registrar of Companies and transfer of such shares held as security in favor of Rolta Private Limited has also not been effectuated, although, physical share certificates of said shares are in possession of Rolta Private Limited.
d. Rights, Preferences and Restrictions attached to Shares
The Company has one class of equity shares, having a par value of ''? 10 each. Each shareholder is eligible for dividend and one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, in proportion to their shareholding, after distribution of all preferential amounts.
e. There are no shares issued as bonus or bought back or issued for consideration other than cash during the period of five years immediately preceding the reporting date.
f. Shareholders holding more than 5% of the shares
There are no shareholders holding more than 5% of Shares of the Company as at the end of current as well as previous year.
? As per the records of the Company, including its register of shareholders, members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares
h. Employee Stock Option Plan (ESOP)
The Company, from time to time, provides share based payments to its employees. These payments are provided in the form of stock options that can be exercised once the employee has completed specified service term with the Company. The options are accounted for as âequity settled share based paymentâ transactions. Refer the table below for disclosure as per requirement of Ind AS 102 - Share based payments.
(i) Employee stock options scheme
During the previous year ended 31st March, 2022, all the outstanding options were surrendered by holders, accordingly, there are no active options outstanding.
(iii) Fair valuation of options
All share based employee remuneration would be settled in equity. The only vesting condition is the continuation of service. The Company has no legal or constructive obligation to repurchase or settle the options.
In total, employee remuneration expense of NIL (Previous Year ''? 0.00 crores) has been included in the Statement of Profit and Loss. No liabilities were recognized due to share-based payment transaction
Outstanding Loans are secured against pari-passu charge over land & building situated at âRolta Tower-1â, Plot No 39, MIDC-Marol, Andheri (East), Mumbai 400093; leasehold rights of the land and building âRolta Tower 2â located on Plot 35, Marol Industrial Area, Andheri (East), Mumbai 400093; Unit No. 201 to 204, 2nd floor and 501 to 504, 5th floor, MIDC multi storied building, SEEPZ SEZ, Marol Industrial Area, Andheri (East), Mumbai 400093; Land & Building of Rolta Tower - A, situated at Plot no 15C, Rolta Technology Park, MIDC-Marol, Andheri (E); 6 flats (no. 1801 and 1802 (18th Floor), 1901, and 1902 (19th Floor), 2001 and 2002 (20th Floor), in building known as "Lake Primose" in Lake Homes, Wing-A, Building No. 1, Phase-IV, off Adi Shankarcharya Marg, Vill - Chandivali, Powai, Mumbai-400076, Rolta Tower "B", Plot No. C-12, Rolta Technology Park, MIDC, Andheri (East), Rolta Tower "C", Plot No. C-11, Rolta Technology Park, MIDC, Andheri (E); hypothecation charge on the current assets and movable items of Property, Plant and Equipment (PPE) of the Company, movable PPE/ Intellectual Property Rights held by Rolta Defence Technology Systems Pvt. Ltd. (RDTSPL), subsidiary of the Company, hypothecation and charge over cash flows and Corporate Guarantee of RDTSPL. Exclusive charge over DSRA of the Company with the respective banks and pledge of 26,750 Common shares of USD 1000 each in Rolta International Inc. held by the Company, valued at 125% of the loan amount and guaranteed by Rolta International Inc.
II.Break Up of Secured Borrowings (including interest):
Banks have classified the account of the Company as non-performing assets (âNPAâ) in the year 2019 w.e.f. dates stated below due to continuing default on loan servicing (principal as well as interest). The Company has continued to account for the interest (including default interest) upto 19th January, 2023, i.e. the day when the application filed with Honâble NCLT by Union Bak of India was admitted and CIRP process initiated, based on the rate of interest applicable as on the date on which account was declared NPA.
* The Company has filed counter claims of ''? 35,255.57 Crores before Debt Recovery Tribunal - II at New Delhi against all the consortium banke''?
# Outstanding balance (including interest) as at the end of the year in which account of the Company was declared NPA by banks.
Rate of interest was based on the bankâs base rate plus applicable margin. Effective rate of interest ranges from 10% to 16% p.a., based on the base rate applicable as on the date on which account was declared NPA. Default interest rate is 2% p.a.
16.2 Terms of Inter Corporate Deposit (âICDâ) from Rolta Private Limited (Related Party)LApplicability of security and terms of repayment
The Company had taken a call money ICD from Rolta Private Limited (âRPLâ), a related party, having outstanding balance as at 31st March 2023 '' ? 634.73 crores (Previous year '' ? 629.45 crores) and executed the Deed of Corporate Guarantee dated 29th March, 2019, Addendum dated 30th September, 2019 for the same. As per said deed, only if the Company defaults on repayment of ICD, when demanded, RPL gets rights on the equity shares of the Companyâs three subsidiaries, namely, Rolta Global BV, Rolta BI and Big Data Analytics Pvt. Ltd. and Rolta Defence Technology Systems Pvt. Ltd.
RPL sent a Demand Notice dated 8th December, 2022, which was not honoured by the Company, hence the Security clause got enabled and the ICD has been classified as Secured Borrowing w.e.f. 9th January, 2023, i.e. when RPL had sent an Invocation Notice. However, charge for the security interest created on investment of the Company in equity shares of the above mentioned three subsidiaries in favour of RPL is pending registration with the Registrar of Companies.
The said ICD was carrying a rate of 15% p.a., however, during the previous financial year 2021-22, RPL agreed to waive off the interest effective from 1st April, 2019.
16.3 Terms of Inter Corporate Deposit (âICDâ) from Rolta Overseas Private Limited (Related Party)
The Company had taken a call money ICD (interest-free) from Rolta Overseas Private Limited, a related party, having outstanding balance as at 31st March 2023 ''? 2.44 crores (Previous year ?2.44 crores). The said ICD is unsecured and is repayable on demand.
* Company had provided interest liability on Inter Corporate Call Money Deposit from Rolta Private Limited, a related party, which has been waived off by them from April, 2019. Accordingly, the interest cost provided in earlier years has been reversed.
d. The Company has continued to carry forward the net deferred tax asset as the Company is of the view that the Company will be able to generate enough taxable profits in the subsequent years, in view of the CIRP process, for setting off the accumulated losses. However, the Company has not recognised any deferred tax asset arising after 31st March, 2022.
*The said guarantee was invoked by the lender in earlier years, however, the Company has not accepted the same and has disputed.
Notes:
a) Related party relationship is as identified by the Company on the basis of information available.
b) No amount has been written off or written back or provided for during the year in respect of debts due from or to related parties, except what is stated above.
c) The Company has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures have been made and the Board considers such transactions to be in the normal course of business and at rates agreed upon between the parties.
d) All loans to subsidiaries are given for meeting their working capital requirements.
e) Some of the Key Management Personnel (KMP) also covered under the Companyâs Gratuity Plan and are also entitled for leave benefits along with the other employees of the
Company. However, provision for gratuity and leave entitlement for such KMP is not disclosed separately since the same is computed for Company as a whole.
Considering the insignificant level of business operations, accounts of the Company classified as NPA and admission of the Company in CIRP Process, ratios analysis as required to be disclosed in accordance with the Schedule III of the Act, is not meaningful and comparable. Accordingly, no disclosure of ratio analysis is being given.
33. Earnings Per Share - (EPS)
EPS is calculated by dividing the profit / (loss) attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity share are as stated below.
a) The Company''s pending litigations comprise of claims against the Company and proceedings pending with Tax and other Authorities (including the cases, where the tax authorities have filed the appeal against the matters decided in favour of the Company). The Company has reviewed all its pending litigations and proceedings and has made adequate provisions wherever required and disclosed the contingent liabilities, wherever applicable, in its
financial statements the Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements.
b) The said corporate guarantees given on behalf of the foreign subsidiary have been invoked in the earlier years, however, the Company has not accepted the same and has disputed.
c) The Company has filed an application under Vivad Se Vishwas for the assessment year 2019-20 towards disputed interest on TDS amounting to ''? 2.09 crores.
The Company does not have any Long Term operating leases.
The fair value of the financial assets and liabilities are included at the amount at which the instrument that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date.
The management assessed that cash and cash equivalents, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and financial liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
All the financial assets and financial liabilities of the Company are carried at amortised cost and their amortised cost represents the fair value of those assets /liabilities. Refer note no. 38 and 39 to the consolidated financial statements with regards to the admission of the Company to the CIRP process and submission of the claims by the various operations/ financial creditors and Government dues. Accordingly, the assets/liabilities of the Company are subject to the said CIRP process.
Capital Management and Financial Risk Management Framework:
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Companyâs activity expose it to market risk, liquidity risk and credit risk. The Companyâs financial risk management policy is set by the Chairman and Managing Director and governed by overall direction of Board of Directors of the Company.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.
Foreign currency exchange rate risk:
The fluctuation in foreign currency exchange rates may have a potential impact on the standalone statement of profit and loss and equity. This arises from transactions entered into in foreign currency and assets/liabilities which are denominated in a currency other than the functional currency of the Company.
A majority of the Companyâs foreign currency transactions are denominated in US Dolla''? Other foreign currency transactions entered into by the Company are in Sterling Pound (GBP), Euro, Saudi Riyal, Canadian Dollar, Australian Dollar and UAE Dirhams. However, the size of these transactions are relatively small in comparison to the US dollar transactions. Thus, the foreign currency sensitivity analysis has only been performed in relation to the US Dollar (USD).
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Further, in accordance with its risk management policy, Company does not hedge its risks by using any derivative financial instruments.
A 5% appreciation / depreciation of the USD with respect to INR would result in decrease / increase in the Companyâs net loss before tax for the year ended 31st March, 2023 by approximately ''? 0.35 Crores / ''? 0.35 Crores respectively (previous year - ''? 0.36 Crores / ''? 0.36 Crores respectively).
The Company is exposed to Interest rate risk because the Company has borrowed funds at both fixed & floating interest rates. Interest rate risk has been measured by using the cash flow sensitivity for changes in variable interest rates. The sensitivity analysis has been determined based on the exposure to financial instruments at the end of the reporting period. Any movement in the reference rates could have an impact on the Companyâs cash flows as well as costs.
The Company had borrowed through a number of financial instruments such as External Commercial Borrowings (ECBs), Rupee term loans and working capital demand loans. The Holding Company was subject to variable interest rates on some of these interest bearing liabilities.
However, as stated in note no. 15.1 (II) above, the account of the Holding Company was declared as NPA by banks and also admission of holding company into CIRP process, therefore, exposure of interest rate risk has not been disclosed.
Being under the CIRP, the Holding company does not have any sources of funds. Amount available in the current accounts, is being utilised by the RP to meet the cash flow needs of day to day operations/CIRP process in accordance with the IBC code and also to keep the company as Going concern.
Maturities of Financial liabilities:
Since the company is presently under CIRP, it is not required to meet any loan repayment or interest obligation / other operational creditors wherein the claims submission process is being going on and those claims are subject to CIRP process. Hence, no maturities profile of the financial liabilities has been given.
Credit risk is the risk of financial loss arising from counter party failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables and loans.
The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. The Companyâs policy is to deal only with creditworthy counterparties. The Company management considers that all the financial assets that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due. Refer note no. 7 for provision for doubtful debts.
The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
38. The Honâble National Company Law Tribunal (âNCLTâ), Mumbai Bench, vide its order dated 19th January, 2023 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and appointed Ms. Mamta Binani having Registration no. IBBI/IPA-002/IP-N00086/2017-18/10227 as the Interim Resolution Professional in an application filed by Union Bank of India against the Company. Thereafter at the 1st Meeting of the Committee of Creditors (âCOCâ) of the Company held on 17th February, 2023 the Interim Resolution Professional Ms. Mamta Binani was appointed as the Resolution Professional (âRPâ). Also, the power of directors of the Company is vested with the RP w.e.f. 19th January, 2023. As per the CIRP timelines, the 270 days of the CIRP period was expiring on 16th October, 2023. However, with the approval of the CoC and the Hon''ble National Company Law Tribunal, Mumbai Bench 330 days of CIRP now ends on 15th December, 2023.
39. As per the IBC, the RP has received, collated, verified the claims submitted by the creditors as on the Insolvency Commencement date i.e. 19th January, 2023. The latest list of Creditors Version 6 dated 25th November, 2023 is available at http://www.rolta.com/cirp-process/. As per the latest List of Creditors the RP received claims from financial and operational creditors, including employees and government dues, aggregating to ? 22,545.89 crores (including ''? 7,099.10 crores from secured financial creditors) and after verification admitted a sum of ''? 14,072.11 crores (including ''? 7,086.55 crores from secured financial creditors). Pending reconciliation of the claims admitted with the books of accounts, the impact of such claims, if any, that may arise has not been considered in the preparation of the financial statements.
40. In consonance with the stipulations contained in Section 14 of the Code, a moratorium has been declared vide the Order dated 19th January, 2023 passed by the Hon''ble NCLT, inter alia, prohibiting the following:
a) The Institution of suits or continuation of pending suits or proceedings including relating to Tax and other statory matters against the Company including execution of any judgement, decree or other in any court of law, tribunal, arbitration panel or other authority;
b) Transferring, encumbering, alienating or disposing of by the Company any of its assets or any legal right or beneficial interest therein;
c) Any action to foreclose, recover or enforce any security interest created by the Company in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;
d) The recovery of any property by an owner or lessor where such property is occupied by or in the possession of the Company.
41. As stated in Note No. 38, CIRP process was Initiated in respect of the Company w.e.f. 19th January, 2023. These financial statements have been prepared on a going concern assumption considering the Code requires the RP to, among other things, run the Company as a going concern during CIRP.
The RP, in consultation with the CoC of the Company, in accordance with the provisions of the IBC, is making all endeavours to run the Company as a going concern with the assistance of the available resources within the Company considering the future business outlook and the continuity in the operations of the Company.
42. As a part of the CIRP, the RP had appointed M/s Kansal Singla & Associates, Chartered Accountants for conducting transaction audit as per section 43, 45, 50 and 66 of the Code and audit has been completed and report filed with the RP. As per Transaction audit report there were certain preferential transactions falling under the purview of section 43 of the code. The report also did not contain any transactions falling under the purview of section 45 (i.e Undervalued Transactions), section 50 (i.e Extortionate Transactions) and section 66 of the code (i.e Fraudulent Transactions). The RP has also filed PUFE application for the transactions which are falling under section 43 of the code with the Hon''ble NCLT, Mumbai Bench and the matter is pending for decision till this date.
43. The NCLT, Mumbai Bench, vide its order dated 13th October, 2023 had admitted Rolta BI & Big Data Analytics Private Limited, the Wholly owned Subsidiary of the Company for initiation of CIRP process under the IBC.
44. The NCLT, Mumbai Bench, vide its order dated 2nd November, 2023 had admitted Rolta Defence Technology Systems Private Limited, the Wholly owned Subsidiary of the Company for initiation of CIRP process under the IBC.
45. An order of Hon''ble Supreme Court of the State of New York, County of New York, has been passed on 02nd September, 2020 in favour of certain Bondholders for an amount of US $ 183 million (approx.) plus interest at 9% upto the date of payment against the Company and its International Subsidiaries. Further a turnover order dated 20th October, 2020 on a motion submitted by the plaintiffs was passed by the said Honâble Court in New York in favour of the Plaintiffs, directing the defendants to turn over their cash on hand and their stock / membership interest owned in subsidiaries of the company.
The Bond holders had invoked the Corporate Guarantee of the Company on 24th May, 2018 and 29thOctober, 2018 issued for the Senior Notes expiring on 2018 and 2019 respectively.
The Company has filed a suit no. 3396/2020 dated 10th November, 2020 in Honâble Bombay High Court with the main prayer to grant interim injunction and declare that the summary judgement dated 02nd September, 2020 and turnover order dated 20th October, 2020 cannot be executed and the suit is pending before the Honâble Bombay High Court.
The Hon''ble Supreme Court of New York appointed a receiver vide its order dated 16th April, 2021 against Rolta International Inc, (RUS), its subsidiaries and Rolta India Ltd vide its order dated 24th August, 2021.
Based on the advice of Legal Advisor for the Company in US, the company turned over its shareholding in Rolta Canada Ltd, Rolta LLC and Rolta America LLC, the subsidiaries of RUS, to the Bondholders on 13 th September, 2021 who had obtained the Turnover Order dated 20th October, 2020 from Hon''ble Supreme Court of the County of New York. As per New York Court Order, the Rolta Directors on RUS have ceased to be on Board of RUS and the Receiver has taken over the Management and financial control of RUS and its subsidiaries from September, 2021. However, ownership of RUS still remains with Rolta India Ltd and Rolta Global BV as turnover order for shares owned by Rolta India Ltd and Rolta Global BV has not been domesticated in local jurisdictions.
On 22nd March, 2022, Company had perfected the appeal before the higher Appellate court of New York against the (i) Turnover Orders, (ii) the Receivership Orders which is still under consideration of Appellate Court.
The New York court also ordered RIL and its Chairman and Managing Director to provide all emails from May, 2016 onwards including privileged communication also to be handed over to the litigant bondholde'' r The company appealed this order in appellate court of New York and got the interim stay from the appellate court on 09th June 2022.
Consideration for transfer of shares of the three US subsidiaries of RUS would be accounted by RUS as and when ordered by Court and thereafter, would be adjusted against the liability of the Bondholder Meanwhile, these subsidiaries have been considered for consolidation upto September, 2021. Further, the audit of Rolta International Inc., and itâs four subsidiaries could not be undertaken as the books of the accounts or financial statement, are not available as they are under control of Receiver.
The Company has booked the expenses incurred towards legal and professional fees in respect of aforesaid matters on behalf its overseas Subsidiary amounting to ''?17.79 Crores (Previous year ''? 2.34 Crores).
The Resolution Professional has admitted the claim of the Bond holders to the extent of ''? 6,699.70 crores as against the claim of ''? 9,219.52 crores against the corporate guarantee issued by the Company.
46. The Company had received '' ? 196.87 from a customer after deduction of applicable TDS (Income Tax and GST) of ''? 7.72 Crores and further deducted ''? 23.18 Crores towards TDS payable by the Company for earlier period and remitted the same to the tax department directly. The said proceeds was received in the Kotak Mahindra Bank, however, they freeze the account due to the claim received from the Union Bank of India. The Company therefore filed a commercial suit against Kotak Mahindra Bank in the Honâble High Court, Mumbai. Subsequently, after the commencement of CIRP, an order for the release of the funds has been passed on 10th April, 2023 by the Honâble High Court.
47. The Company has adjusted in its books the amount receivable from its UK subsidiary i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the company has also adjusted the receivables against the payables and advance of RUK. Similarly, the Company has also adjusted in its books the amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the company has also adjusted the receivables against the payables and advance of RME.
The Company has made necessary application stating the above facts to Reserve Bank of India seeking their permission for the above adjustments and the approval is awaited.
48. Companyâs Current Bank Accounts (except for current account with Axis Bank where inward/ outward foreign remittances were not permitted) were attached by the Income Tax Department (TDS Division) since September, 2019. In absence of operating Current Accounts, the Export remittances from RILâs overseas subsidiaries were received by the promoter group companies, Rolta Private Ltd (RPL) and Rolta Overseas Private Limited (ROPL) by way of assignments of Invoices raised on RILâs overseas subsidiaries, based on the legal opinion, and the funds so received were fully utilised for RILâs expenses through Axis Bank upto June, 2021 and thereafter these companies made the payments directly to the parties as per RILâs directions. However, after the commencement of CIRP all such realisation & Operations has been made through Companyâs own account under the authority of the Resolution Professional.
49. Business Segment:
The Company is engaged in the business of Enterprise Geospatial, Defence, Data Analytics and connected Solutions and reviewed by the Chairman and Managing Director to make decisions about resources to be allocated to the segment and assess its Performance. Currently, the Company has only one Business Segment.
50. Employee benefits
A. Defined Contribution Plan
The Company participates in defined contribution plan on behalf of relevant personnel. Expenses recognized in relation to the plan represent the value of contributions payable during the period by the Company at rates specified by the rules of the plan.
Provident fund
In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees" salary (currently 12% of employees" salary).
The contributions, as specified under the law, are made to the respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension scheme. The total cost charged to Statement of Profit and Loss during the year is ''? 0.18 crores (Previous year -''? 0.38 crores)
B. Defined benefit plansGratuity (Unfunded)
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company is exposed to actuarial risk with respect to this plan.
The following table sets out the amounts recognized in the financial statements for the gratuity plans in respect of the Company.
51. Details of Benami Property Held:
The Company do not have any Benami Property, where any proceeding has been initiated or pending against the Company for holding any Benami Property under the Benami Transactions(Prohibition) Act, 1988 (45 of 1988) and rules made there under.
The Company has not been declared as a Wilful Defaulter by any Financial Institution or bank as at the date of Standalone Balance Sheet.
53. Relationship with Struck Off Companies:
The Company has not identified any transactions or balances in any reporting periods with companies whose name is struck off under section 24B of the Companies Act, 2013 or section 560 of Companies Act, 1956.
54. Registration of Charges or Satisfaction with Registrar of Companies (ROC) :
The Company has no pending charges or satisfactions which are yet to be registered with the ROC beyond the statutory period, except for one charge as stated in note no. 16.2.
55. Compliance with Number of Layers of Companies:
The Company has complied with the provision of the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
56. Compliance with approved Scheme(s) of Arrangements:
There are no Schemes of arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of Companies Act,2013
57. Discrepancy in Utilization of Borrowings:
During the year, the Company has not availed any borrowings from banks and financial institutions.
58. Utilisation of Borrowed funds and share premium:
(i) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other persons(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(ii) The Company has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;
b) Provide any guarantee, security or the like on behalf of the Ultimate beneficiaries.
The Company has no transaction that is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act,1961)
60. Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency.
61. Amount mentioned as ? 0.00 crore represents amount less than ? 50,000.
62. The RP has authorised, vide letter dated 20th October, 2023, Mr. Kamal Krishan Singh, Chairman and Managing Director and Mr. Rangarajan Sundaram, Director Finance & Corporate affairs to sign the financial statements.
63. Previous yearâs figures have been regrouped / rearranged wherever necessary to confirm to the classification adopted for the current year.
Mar 31, 2018
1. Background
a. Overview
Rolta is a multinational organization headquartered in India. Rolta India Limited ("RIL" or the "Company"), a publicly held Company). Rolta is a leading provider of innovative IP-led IT solutions for many vertical segments, including Federal and State Governments, Utilities, Oil & Gas, Petrochemicals, Financial Services, Manufacturing, Retail, and Healthcare. Rolta is recognized for its extensive portfolio of solutions based on field-proven Rolta IP tailored for Indian Defence and Homeland Security. By uniquely combining its expertise in the IT, Engineering and Geospatial domains, Rolta develops State-of-the-Art Digital Solutions incorporating rich Rolta IP in the areas of Cloud, Mobility, IoT, BI and Big Data Analytics.
b. Basis of Preparation of Financial Statements
These financial statements are prepared in accordance with Indian Accounting Standards (IndAS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 (''Act'') (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The IndAS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
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 has 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, 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 31st March 2018.
d. Rights, Preferences and Restrictions attached to Shares
The Company has one class of equity shares, having a par value of Rs. 10/- each. Each shareholder is eligible for dividend and one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, in proportion to their shareholding, after distribution of all preferential amounts.
e. No Bonus Shares have been issued to the shareholders during the last five years.
As per the records of the Company, including its register of shareholders, members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. The holding of Rolta Shares and Stocks Pvt. Ltd. also consists of shares of the Company received on loan from Rolta Private Limited.
g. Employee Stock Option Plan (ESOP)
The Company, from time to time, provides share based payments to its employees. These payments are provided in the form of stock options that can be exercised once the employee has completed specified service term with the Company. The options are accounted for as ''equity settled share based payment'' transactions. Refer the table below for disclosure as per requirement of Ind AS 102 â Share based payments.
The underlying expected volatility was determined by reference to historical data, adjusted for unusual share price movements.
For ESOPs outstanding as at 31 March 2018, exercise price is Rs.10 and weighted average life of these options ranges from 6 to 56 months.
All share based employee remuneration would be settled in equity. The only vesting condition is the continuation of service. The group has no legal or constructive obligation to repurchase or settle the options.
In total, employee remuneration expense of Rs.1.76 Cr. (2017: Rs.0.95 Cr.) has been included in the Statement of Profit and Loss, which gave rise to additional paid-in capital. No liabilities were recognized due to share-based payment transactions
2. Employee benefits (Note â24 of Standalone Financial Statement)
A. Defined Contribution Plan
The Company participates in defined contribution plan on behalf of relevant personnel. Expenses recognized in relation to the plan represent the value of contributions payable during the period by the Company at rates specified by the rules of the plan.
Provident fund
In accordance with Indian law, eligible employees of The Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees salary (currently 12% of employees salary).
The contributions, as specified under the law, are made to the respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension scheme.
The total cost charged to Statement of Profit and Loss during the year ended March 31, 2018, is Rs.2.54 crores (Previous year Rs.3.56 crores)
B. Defined benefit plans Retiring gratuity (Unfunded)
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. Group account for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Group is exposed to actuarial risk with respect to this plan.
3. Exceptional items (Note â27 of Standalone Financial Statement)
Exceptional items comprise of the following:
(i) Exceptional item â Rs.272.00 Cr. (previous year â Nil) represents the liability on account of Bond guaranteed by the Company as estimated by the management.
(ii) Provision cum write off of debts â Rs.Nil (previous year â Rs.536.84 Cr) pursuant to a detailed review of Trade Receivables in the course of implementation of IND AS.
The Finance Act, 2017 has inserted sub-section 2C to section 115JB of the Income Tax Act, 1961, relating to Minimum Alternate Tax (MAT), prescribing the treatment of the transitional adjustments with respect to first time adoption of Ind AS while calculating "book profits" u/s 115JB. The Company has considered the said provisions for calculating the tax liability under MAT.
4. Corporate Social Responsibility Activities (Note â 30 of Standalone Financial Statement)
a. Gross Amount required to be spent by the company during the year Rs.9.74 Cr.
Notes:
a) Related party relationship is as identified by the group on the basis of information available.
b) No amount has been written off or written back during the year in respect of debts due from or to related parties.
c) The Company has entered into transactions with certain parties as listed above during the year under consideration. Full disclosures have been made and the board considers such transactions to be in the normal course of business and at rates agreed upon between the parties.
d) All loans to subsidiaries are given for meeting their working capital requirements.
e) Some of the Key Management Personnel are also covered under the Company''s Gratuity Plan along with the other employees of the Company which is not included in the above disclosure.
5. There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund. (Note â 3 7 of Standalone Financial Statement)
6. Segment information has been presented in the Consolidated Financial Statements. (Note â 38 of Standalone Financial Statement)
7. Previous year''s figures have been regrouped / rearranged wherever necessary to conform to the classification adopted for the current year.
Mar 31, 2016
d. Rights, Preferences and Restrictions attached to Shares.
The Company has one class of equity shares having a par value of '' 10/- each. Each shareholder is eligible for dividend and one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting.
1. Due to the prolonged delay in the realization of dues from the customers and the tight liquidity conditions prevailing, the company could not pay the External Commercial Borrowing Installment of USD 35 Million due on 26th March, 2016, as well as certain statutory dues. The management is in the process of raising necessary resources and expediting the collection of its receivables to improve the liquidity conditions. (Note -4 d. of Standalone Financial Statement)
2. Exceptional items (Note -26 of Standalone Financial Statement)
During the year, Company has transferred the "Defense Technology Businessesâ as a going concern on slump sale basis to its Wholly Owned Subsidiaries for a consideration of '' 2,024.01 Cr as valued by an independent valuer. The resultant loss on this transactions has been disclosed under "Exceptional itemâ
Exceptional item for the previous year ended 31 March 2015 represents gain of Rs. 134.10 crores towards redemption of its 48.22 % shares in Rolta International Inc., and transfer of 100% shares in Rolta UK Limited & 100% Shares in Rolta Middle East FZ LLC to Rolta Global BV, a subsidiary of the Company.
3. Related Parties (Note -30 of Standalone Financial Statement)
a. List of Related Parties and Relationships
i. Party Relation
Rolta International Inc. USA Subsidiary
Rolta Global BV Subsidiary
Rolta Thales Limited. Subsidiary
Rolta Optronics & Communication Pvt. Ltd Subsidiary
Rolta Middle East FZ LLC Subsidiary of Rolta Global BV
Rolta Muscat LLC Subsidiary of Rolta Middle East FZ LLC
Rolta UK Ltd Subsidiary of Rolta Global BV
Rolta Saudi Arabia Ltd. Subsidiary of Rolta Middle East FZ LLC
Rolta Benelux BV Subsidiary of Rolta UK Ltd.
Rolta Deutschland GmbH Subsidiary of Rolta UK Ltd. (wound up on November 17, 2015)
Rolta Canada Ltd Subsidiary of Rolta International Inc
Rolta Asia Pacific Pty Ltd. Subsidiary of Rolta International Inc.
Rolta Advizex Technologies LLC Subsidiary of Rolta International Inc.
Rolta LLC Subsidiary of Rolta International Inc.
Rolta Americas LLC Subsidiary of Rolta International Inc.
Rolta Hungary KFT Subsidiary of Rolta International Inc.
Rolta Defence Technology Systems Pvt Ltd. Subsidiary
ii. Key Management Personnel / Directors
Mr. K K Singh Chairman & Managing Director
Mr. A D Tayal Jt. Managing Director & Chief Operating Officer â Domestic Operations
Mr.Hiranya Ashar (Upto 12.02.2016) Jt. Managing Director-International Operations &
Group Chief Financial Officer
Mr.Ramakrishna Prabhu (From 12.02.2016) Senior Vice President Finance &
Chief Financial Officer
Mr. Verinder Khashu Company Secretary & Head Legal/Compliance
iii. Enterprises over which significant influence exercised by Key Management Personnel / Directors
Rolta Private Limited Company controlled by Mr. K K Singh
Rolta Holding & Finance Corporation Pvt. Ltd Company controlled by Mr. K K Singh
Rolta Power Pvt. Ltd. Company controlled by Mr. K K Singh
Rolta Foundation Trust in which Mr. K K Singh is Trustee
b. Disclosures required for related parties transactions
(Current year figures are shown in bold & comparative figures for Previous year are shown below the current year)
Mar 31, 2015
1. Contingent Liabilities not provided for
(In Rs. Crore)
As at As at
Particulars 31st March 15 31st March 14
i. B/G & B/D given by Bankers (incl.
counter guarantees issued by
them) 6,566.33 3,237.24
ii. Letters of Credit issued by
Bankers 4.87 10.11
2. Addition/Adjustments in Buildings, Other Equipment and Furniture &
Fixtures includes adjustments on account of Foreign Exchange
Fluctuation amounting to Rs. 1.11 Cr, Rs.0.13 Cr, and Rs. 0.08 Cr
respectively
3. There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund.
4. The Company has prepared the consolidated financial statements as
per accounting standard (AS) 21 and accordingly the segment information
as per AS 17 "Segment Reporting" has been presented in the consolidated
financial statements
5. Previous year figures have been regrouped/rearranged wherever
necessary to confirm to the classification adopted for the current
year. Further, during the previous year, Group decided to change the
financial year from June year-end to March year-end. Accordingly, the
previous financial year was for a period of 9 months period ending
March 2014 and are not comparable with the results of the current
financial year 2014Â15 which is a 12 months period.
Mar 31, 2014
1.a. Employee Stock Option plan (ESOp)
The Company has instituted various Employee Stock Option Plans. The
Compensation Committee of the board evaluates the performance and other
criteria of employees and approves the grant option. The particulars of
options granted under various plans are tabled below:
ESOP 2007
On April 24, 2007, the Company granted further 1,427,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock
Options Plan 2007 (ESOP - 2007). These Options were granted at an
exercise price of Rs. 419.70, which was the closing market price on the
date of the grant of Options. The first 50% of these options has
become available for exercise on April 24, 2009, second 25% of options
has become available for exercise on April 24 2010 and balance 25%
become available for exercise on April 24, 2011 and one Option if
exercised is convertible into two-equity shares. Out of the options
granted 358,750 options lapsed on account of cessation of employment
and 1,065,000 options lapsed on account of surrender of options. The
options and price are entitled for 1:1 bonus issue adjustment. The
outstanding options as on March 31, 2014 are 3,750 (Previous Year -
6,750).
ESOP 2009
On August 10, 2009, the Company granted further 5,989,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2007 (ESOP Â 2007) and surrendered
options under Employee Stock Option Plans 2007 & 2008. These Options
were granted at an exercise price of Rs. 145.15, which was the closing
market price on the date of the grant of Options. The first 25% of
these options has become available for exercise on August 10, 2010,
Second 25% of the options are available for exercise on August 10,
2011, third 25% of the options have become available for exercise on
August 10, 2012 and balance 25% of the options have become available
for exercise on August 10, 2013. Out of these options a total of 22,400
number of options were exercised by eligible employees. 2,546,500
options lapsed on account of cessation of employment. The Outstanding
options as on March 31, 2014 are 3,420,600 (Previous Year -3,684,100).
On October 6, 2009, the Company further granted 15,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP - 2009). These options were
granted at an exercise price of Rs. 174.15, which was the closing price
as on the date of the grant of Options. The first 25% of these options
has become available for exercise on October 6, 2010, Second 25% of the
options are available for exercise on October 6, 2011, third 25% of the
options have become available for exercise on October 6, 2012 and
balance 25% of the options have become available for exercise on
October 6, 2013 and one Option if exercised is convertible into
one-equity share. 15,000 options lapsed on account of cessation of
employment. The outstanding options as on June 30, 2014, are Nil
(Previous Year 15,000).
On December 8, 2010, the Company further granted 305,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP - 2009). These options were
granted at an exercise price of Rs. 155.55, which was the closing price
as on the date of the grant of Options. The first 25% of these options
become available for exercise on December 8, 2011, second 25% of the
options became available for exercise on December 8, 2012 and third 25%
options became available for exercise on December 2013 and one Option
if exercised is convertible into one-equity share. Out of the options
granted 225,000 options lapsed on account of cessation of employment.
The outstanding options as on March 31, 2014 are 80,000 (Previous Year
215,000).
On November 1, 2011, the Company further granted 220,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP - 2009). These options were
granted at an exercise price of Rs. 81.55, which was the closing price
as on the date of the grant of Options. The first 25% of these options
shall become available for exercise on November 1, 2012 and second 25%
of the options have become available for exercise on November 1, 2013
and one Option if exercised is convertible into one-equity share. The
outstanding options as on March 31 2014 are 220,000 (Previous Year
220,000).
ESOP 2013
On January 1, 2013, the Company further granted 6,100,000 stock options
out of the balance, lapsed and surrendered stock options available
under the ESOP 2007, ESOP 2008 and ESOP 2009. These options were
granted at an exercise price of Rs. 10/-, at a discount of Rs. 52.15 to
the closing price as on the date of the grant of options. The first 50%
of these options shall become available for exercise on January 1, 2016
and one option if exercised is convertible into one-equity share at the
exercise price mentioned above.
625,000 options have lapsed on account of cessation of employment. The
outstanding options as on March 31 2014, are 5,475,000 (Previous Year
6,100,000).
Notes:
a) Related party relationship is as identified by the group on the
basis of information available.
b) No amount has been written off or written back during the period in
respect of debts due from or to related parties.
c) The group has entered into transactions with certain parties as
listed above during the period under consideration. Full disclosures
have been made and the board considers such transactions to be in
normal course of business and at rates agreed between the parties.
2. Contingent Liabilities not provided for (in Rs. Crore)
As at 31.03.14 As at 30.06.13
i.B/G & B/D given by Bankers
(incl. counter guarantees
issued by them) 3,247.35 3,121.28
ii.Letters of Credit issued
by Bankers - -
3. Addition/Adjustments in Buildings, Computer Systems, Other
Equipment and Furniture & Fixtures includes adjustments on account of
Foreign Exchange Fluctuation amounting to Rs. 0.72 Cr, Rs. 0.61 Cr, Rs.
0.03 Cr and Rs. 0.08 Cr respectively.
4. There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund.
5. Segment Reporting
The Company has prepared the consolidated financial statements as per
accounting standard (AS) 21 and accordingly the segment information as
per AS 17 "Segment Reporting" has been presented in the consolidated
financial statements
6. The figures of previous year were audited by a firm of Chartered
Accountants other than Walker Chandiok & Co LLP. Previous year figures
have been regrouped / rearranged wherever necessary to confirm to the
classification adopted for the current period. Further, during the
current period, Company decided to change the financial year from June
year-end to March year-end. Accordingly, the current financial year of
the Company shall be for a period of 9 months period ending March 2014
and are not comparable with the results of the previous financial year
2012Â13 which was a 12 months period.
Jun 30, 2013
1. Revaluation of Fixed Assets
On June 30, 2013 the Company, based on the report of an independent
valuer, revalued its Free Hold & Leasehold Land by an amount of Rs.
1,058.25 Crores to disclose its true and fair value and an equivalent
amount is credited to Revaluation Reserve Account. As a result there is
an additional charge of depreciation amounting to Rs. 1.15 crore and an
equivalent amount has been withdrawn from Revaluation Reserve Account
and credited to Statement of Profit and Loss. This has no impact on
profit for the year
2. Income Taxes
a. Income Tax Provision as at June 30, 2013 includes Rs. Nil (P. Y.
Rs. 71.81 Cr.) towards Current Income Tax, Rs.0.05 Cr. (P. Y. Rs. 0.05
Cr.) towards Wealth Tax, Rs. 1.84 Cr. (P. Y Rs. 3.02 Cr.) recognised on
account of Deferred Tax and Rs. Nil (P. Y Rs. 41.56 Cr.) towards MAT
credit.
b. In the current financial year, the Company, in addition to the
provision made for the previous year ended March 31, 2013, has
estimated the Income Tax provision for the subsequent three months
period ended June 30, 2013, the ultimate liability for which will be
determined on the basis of figures for the previous year ending March
31, 2014.
3. Contingent Liabilities not provided for (in Rs. Crore)
As at As at
30th June
2013 30th June
2012
i. B/G & B/D given by Bankers (incl. counter
guarantees issued by them) 3,121.28 287.20
ii. Letters of Credit issued by Bankers -- 4.59
4. Borrowing Cost (interest) amounting to Rs. Nil (P.Y. Rs. 4.25
crore) capitalised during the year. Addition/Adjustments in Buildings,
Computer Systems, Other Equipment and Furniture & Fixtures includes
adjustments on account of Foreign Exchange Fluctuation amounting to Rs.
5.20 crore, Rs. 4.45 crore, Rs. 0.24 crore and Rs. 0.59 crore
respectively.
5. There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund.
6. Segment reporting
The Company has prepared the consolidated financial statements as per
accounting standard (AS) 21 and accordingly the segment information as
per AS 17 "Segment Reporting" has been presented in the consolidated
financial statements.
7. The previous year''s figures are regrouped, rearranged &
reclassified, wherever necessary.
Jun 30, 2012
A. Rights, Preferences and Restrictions attached to Shares.
The Company has one class of equity shares having a par value of Rs. 10/-
each. Each shareholder is eligible for one vote per share held. In the
event of liquidation, the equity shareholders are eligible to receive
the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding. The dividend
proposed by the Board of Directors is subject to approval of
shareholders in the ensuing Annual General Meeting.
b. Details of shares allotted as fully paid up by way of bonus issue
80,136,523 (P. Y. 80,136,523) Equity Shares, fully paid up have been
issued as bonus shares by capitalization of Securities Premium.
c. Employee Stock Option Plan (ESOP)
The Company has instituted various Employee Stock Option Plans. The
Compensation Committee of the board evaluates the performance and other
criteria of employees and approves the grant option. The particulars of
options granted under various plans are as below:
ESOP 2006
On April 24, 2006, the Company granted 852,500 stock options out of
additional 1,500,000 options made available for grant to eligible
employees under the Employee Stock Options Plan 2005 (ESOP - 2005).
These options were granted at an exercise price of Rs. 252.30, which was
the closing market price on the date of the grant of options. The first
75% of these options became available for exercise on April 24, 2008
and April 24, 2009 and the balance 25% became available for exercise on
April 24, 2010. Out of these options a total of 280,852 number of
options were exercised by eligible employees. Out of the options
granted, 472,498 numbers of options had lapsed due to cessation of
employment. The options and price are entitled for 1:1 bonus issue
adjustment. The outstanding options as on June 30, 2012, are 99,150
(Previous Year 205,500).
ESOP 2007
On April 24, 2007, the Company granted further 1,427,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock
Options Plan 2007 (ESOP Ã 2007). These Options were granted at an
exercise price of Rs. 419.70, which was the closing market price on the
date of the grant of options. The first 50% of these options had become
available for exercise on April 24, 2009 and the other 50% become due
on April 24, 2010 and one option if exercised is convertible into
two-equity shares. Out of the options granted 297,500 options lapsed on
account of cessation of employment and 1,065,000 options lapsed on
account of surrender of options. The options and price are entitled for
1:1 bonus issue adjustment. The outstanding options as on June 30,
2012, are 65,000 (Previous Year 132,500).
ESOP 2008
On April 30, 2008, the Company granted 300,000 stock options out of the
balance and lapsed stock options available under the Employee Stock
Options Plan 2007 (ESOP Ã 2007). These options were granted at an
exercise price of Rs. 339.35, which was the closing price as on the date
of the grant of options. The first 50% of these options has become
available for exercise on April 30, 2010and the other 50% on April 30,
2011 and one option if exercised is convertible into one-equity share.
Out of the above Options granted 200,000 options lapsed on account of
cessation of employment and 100,000 Options surrendered as per the
provisions of ESOP Plan amended on 15/06/2009 (approval given by
shareholders through Postal Ballot). The outstanding options as on June
30, 2012, are NIL (Previous Year 25,000).
On June 27, 2008, the Company granted further 1,455,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2007 (ESOP - 2007) and Employee Stock
Options Plan 2008 (ESOP Ã 2008). These options were granted at an
exercise price of Rs. 261.75, which was the closing price as on the date
of the grant of the options. The options become available for exercise
on June 27, 2010 and 2011 and one option if exercised is convertible
into one-equity share. Out of the options granted 108,000 options
lapsed on account of cessation of employment and 1,347,500 options
lapsed on account of surrender of options granted as per the provisions
of ESOP Plan amended on 15/06/2009 vide approval given by shareholder
by Postal Ballot. The outstanding options as on June 30, 2012, are NIL
(Previous Year 13,000).
ESOP 2009
On August 10, 2009, the Company granted further 5,989,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2007 (ESOP Ã 2007) and surrendered
options under Employee Stock Option Plans 2007 & 2008. These Options
were granted at an exercise price of Rs. 145.15, which was the closing
market price on the date of the grant of Options. Second 25%(first 25%
on August 10 2010) of these options become available for exercise on
August 10, 2011. Out of these options 22,400 options were exercised by
eligible employees. 1,202,750 options lapsed on account of cessation of
employment. The outstanding options as on June 30, 2012, are 4,764,350
(Previous Year 5,075,850).
On October 6, 2009, the Company further granted 15,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP Ã 2009). These options were
granted at an exercise price of Rs. 174.15, which was the closing price
as on the date of the grant of Options. Second 25% (first 25% on
October 06, 2010) of these options has become available for exercise on
October 06, 2011 and one Option if exercised is convertible into
one-equity share. The outstanding options as on June 30, 2012, are
15,000 (Previous Year 15,000).
On January 29, 2010, the Company further granted 120,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP Ã 2009). These options were
granted at an exercise price of Rs. 204.70, which was the closing price
as on the date of the grant of options. Second 25% (first 25% on
January 29, 2011) of these options become available for exercise on
January 29, 2012 and one Option if exercised is convertible into
one-equity share. Out of the options granted 70,000 options lapsed on
account of cessation of employment. The outstanding options as on June
30, 2012, are 50,000 (Previous Year 100,000).
On December 08 2010, the Company further granted 305,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP Ã 2009). These options were
granted at an exercise price of Rs. 155.55, which was the closing price
as on the date of the grant of options. The first 25% of these options
become available for exercise on December 12, 2011 and one option
exercised is convertible into one-equity share. Out of the options
granted 65,000 options lapsed on account of cessation of employment.
The outstanding options as on June 30, 2012, are 240,000 (Previous Year
240,000).
On April 20 2011, the Company further granted 165,000 stock options out
of the balance and lapsed stock options available under the Employee
Stock Options Plan 2009 (ESOP Ã 2009). These options were granted at
an exercise price of Rs. 147.90, which was the closing price as on the
date of the grant of options. The first 25% of these options become
available for exercise on April 20 2012 and one option exercised is
convertible into one-equity share. The outstanding options as on June
30, 2012, are 165,000 (Previous Year 165,000).
On August 1 2011, the Company further granted 7,500 stock options out
of the balance and lapsed stock options available under the Employee
Stock Options Plan 2009 (ESOP Ã 2009). These options were granted at
an exercise price of Rs. 115.25, which was the closing price as on the
date of the grant of options. The first 25% of these options shall
become available for exercise on August 01 2012 and one option if
exercised is convertible into one-equity share. All the options granted
lapsed on account of cessation of employment. The outstanding options
as on June 30, 2012, are NIL (Previous Year Nil).
On November 1, 2011, the Company further granted 220,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP Ã 2009). These options were
granted at an exercise price of Rs. 81.55, which was the closing price as
on the date of the grant of options. The first 25% of these options
shall become available for exercise on November 01, 2012 and one option
if exercised is convertible into one-equity share at the exercise price
mentioned above. The outstanding options as on June 30, 2012, are
220,000.
1. Exceptional items
In the Previous year the company has sold its 50% share in its Joint
Venture Shaw India Ltd (formerly Shaw Rolta Ltd) for a consideration of
Rs. 123.23 Cr. resulting in a profit of Rs. 122.73 Cr.
2. Income Taxes
a. Income Tax Provision as at June 30, 2012 includes Rs. 71.81 Cr. (P.
Y. Rs. 80.92 Cr.) towards Current Income Tax,Rs. 0.05 Cr. (P. Y.Rs. 0.07 Cr.)
towards Wealth Tax,Rs. 3.02 Cr. (P. Y. Rs. 2.23 Cr.) recognised on account
of Deferred Tax and Rs. 41.56 Cr. (P. Y. Rs. 20.72 Cr.) towards MAT credit.
b. In the current financial year, the Company, in addition to the
provision made for the previous year ended March 31, 2012, has
estimated the Income Tax provision for the subsequent three months
period ended June 30, 2012, the ultimate liability for which will be
determined on the basis of figures for the previous year ending March
31, 2013.
c. The Company has calculated its tax liability after considering
Minimum Alternative Tax (MAT).The MAT liability can be carried forward
and setoff against the future tax liabilities. Accordingly Rs. 41.56 Cr.
(P. Y. Rs. 20.72 Cr.) is carried forward and shown under "Provision for
Income Tax (Net of Advance Tax and inclusive of Advance Tax MAT
Credit)" in the Balance Sheet as at June 30, 2012.
3. Contingent Liabilities not provided for (in Rs. Crore)
As at As at
30th June 2012 30th June 2011
i. B/G & B/D given by Bankers
(incl. counter guarantees
issued by them) 287.20 194.48
ii. Letters of Credit issued by Bankers 4.59 0.65
4. Borrowing Cost (interest) amounting to Rs. 4.25 crore (P.Y. Rs. 3.56
crore) capitalised during the year. Addition/Adjustments in Buildings,
Computer Systems,Other Equipment and Furniture&Fixtures includes
adjustments on accountof Foreign Exchange Fluctuation amounting to Rs.
66.11 crore, Rs. 37.85 crore, Rs. 6.32 crore and Rs. 2.60 crore respectively.
5. There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund.
6. Segment reporting
In accordance with the requirement of Accounting Standard à 17 (AS
17) "Segment Reporting" issued by the Institute of Chartered
Accountants of India, the company reviewed its activities in various IT
Related solutions and services and identified following three
distinguishable Business activities as Primary Segments.
i. Enterprise Geospatial and Defense Solutions,
ii. Enterprise Design and Operation Solutions
iii. Enterprise IT Solutions
Note on segment information: Segmental Capital Employed: Fixed assets
used in the company's business or liabilities contracted have not been
identified to any of the reportable segments. The company believes that
it is currently not practicable to provide segment disclosures relating
to total assets and liabilities.
7. For the year ended June 30, 2012 the Revised Schedule VI notified
under the Companies Act 1956 has become applicable for preparation and
presentation of financial statements. The preparation of financial
statements based on the Revised Schedule VI does not impact the
recognition and measurement principles followed for preparation of the
financial statements. However, it has significant impact on the
presentation and disclosures made in the financial statements. The
Company has regrouped/reclassified the previous year figure in
accordance with the requirements applicable in the current year.
Jun 30, 2010
1. Contingent Liabilities not provided for
(Rs. in Lacs)
As at As at
30.06.10 30.06.09
i. B/G & B/D given by Bankers (including
counter guarantees issued) 16,528.21 17,756.53
ii. Letters of Credit issued by Bankers 133.13 478.17
2. Interest income is net of interest expenses amounting to Rs. Nil
(previous year Rs.579.03 lacs).
3. The outstanding balances as at 30th June, 2010 in respect of some
of the Sundry Debtors, Creditors, Loans and Advances and Deposits are
subject to confirmation from the respective parties and consequential
reconciliation / adjustments arising there from, if any. The
management, however, does not expect any material variation.
4. In the opinion of the Board, all current assets, loans & advances
and other receivables are approximately of the value stated, if
realised in the ordinary course of business.
5. Income Taxes
a. In the current financial year, the Company, in addition to the
provision made for the previous year ended 31st March, 2010, has
estimated the Income Tax provision for the subsequent three months
period ended 30th June, 2010, the ultimate liability for which will be
determined on the basis of figures for the previous year ending 31st
March, 2011.
b. The Company has calculated its tax liability after considering
Minimum Alternative Tax (MAT).The MAT liability can be carried forward
and setoff against the future tax liabilities. Accordingly Rs. 1,106.87
lacs (Previous year Rs.356.88 lacs) is carried forward and shown under
"Provision for Income Tax (Netof Advance Tax and inclusive of MAT
Credit)" in the Balance Sheet asat30th June 2010.
c. Income Tax Provision as at 30th June 2010 includes Rs. Nil
(previous year Rs. 209.75 lacs) excess provision for earlier year
written back, Rs.5,596.61 lacs (previous year Rs. 4,180.40 lacs)
towards Current Income Tax, (MAT) Rs.8.00 lacs ( previous year Rs. 8.00
lacs) towards Wealth Tax, Rs. 547.74 lacs (previous year charge of Rs.
203.23 lacs) recognised and credited on account of Deferred Tax, Rs.
Nil (previous year Rs. 105.00 lacs) on account of Fringe Benefit Tax
and Rs.1,106.87 lacs (previousyear Rs. 356.88 lacs) towards MAT credit.
d. The break up of Deferred Tax Liability components as at 30.06.10is
as under:
6. Out of total 161,194,816 ( P. Y. 161,006,615) Equity Shares:-
a. 15,537,662 (P. Y. 15,537,662) Equity Shares of Rs.10/- each have
been allotted as fully paid up for consideration other than cash to the
shareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd.,
Rolta Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., Rolta
Consultancy Services Pvt. Ltd., pursuant to SchemeofAmalgamation.
b. 8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/- each have
been allotted as fully paid up for consideration other than cash to the
shareholders of erstwhile Rolta Design and Conversion Services Limited,
pursuanttoSchemeofArrangement.
c. 1,294,169 (P. Y. 1,105,968) equity shares issued
pursuanttoEmployeeStock Option Plan.
d. 16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/- each were
issued by way of US $ Equity Issues represented by Global Depository
Receipts (GDR), at a priceofUS$5.60 per Share (inclusiveofpremium).
e. 80,136,523 (P. Y. 80,136,523) Equity Shares, fully paid up have been
issued as bonus shares by capitalization of Securities Premium.
7. a. The external commercial borrowing from Bank of India is
secured by floating charge on current assets of the Company and from
Union Bank of India is secured by way of equitable mortgage on a
specific fixed asset of the Company. Foreign Currency Term Loan is
secured by first hypothecation paripassu charge on current asset ofthe
Company.
b. Rupee term loan is secured by floating charge on the current
assetsofthe Company.
c. Working Capital Loans are secured by paripassu charge on the
current asset of the Company. (including Receivables)
d. Instalments falling due within one year on above loans Rs, Nil
(Previous year Rs.Nil)
8. a. The company on 28th June 2007 issued Zero Coupon
Foreign Currency Bond (FCCB) aggregating to US $ 150 million at par.
The bondholders have an option to convert these bonds in equity shares
at an initial conversion price of Rs.368.70 (as adjusted by 1:1 bonus
issue) per share at fixed exchange rate (Rs.40.75 = US$ 1.00) between
August 08, 2007 and June 22, 2012. The conversion price will be subject
to certain adjustment in certain circumstances as detailed in the
Offering Circular (OC).
The Bonds canbe mandatorily converted into Shares, in whole but not in
part, at the option of the Company on or at any time after 28 June 2008
but not less than seven business days prior to the maturity date at the
conversion price and on the terms and conditions as definedinthe OC.
Further under certain condition, the company has an option for early
redemption of the bonds in whole but not in part unless previously
converted, redeemed or repurchased or cancelled the company will redeem
the bonds at 139.391 percent of the principal amount on June 29, 2012.
b. The proceeds from the FCCB issue were utilized for the purpose for
which the bonds were used i.e funding the capital expenditure,
expansion of existing facilities, establishing new units, investment in
subsidiary companies and for acquisition overseas.
c. In December 2009 (previous year in June 2009), the Company has
bought back and cancelled 15,000 (previous year 38,310) FCCBs of the
face value of US$ 1,000 each as per the approval / guidelines of
Reserve Bank of India at a discount. Consequent to the buy back the
Company has recognised a net gain of Rs. 32.68 lacs (previous year Rs.
2,502.31 lacs) on the said buyback, which is disclosed under Other
Income and has also reversedbycreditingtoSecurities Premium Account
the premium payable on redemption aggregating to Rs. 1,023.95 lacs
(previous year Rs. 1,303.88 lacs) provided till 30th June, 2009
(previous year 30th June 2008).
d. The Company has created FCCBs Redemption Reserve amounting to Rs.
13,800 lacs as on 30th June, 2010 In accordance with provision of
section 117C (1) of the Companies Act 1956.
9. There are no amounts due and outstanding to be credited to
Investor Educationand Protection Fund.
10 Employee Stock OptionPlan (ESOP)
The Company has instituted various Employee Stock Option Plans. The
Compensation Committee of the board evaluates the performance and other
criteria of employees and approves the grant option. The particulars of
options granted under various plans areasbelow:
ESOP2003
On December 31, 2003, the Company granted 911,500 stock options out of
the balance and lapsed stock options available under the Employee Stock
Options Plan (ESOP 2000). These options were grantedatanexercise
priceofRs. 111.35, which was the closing market priceon the date ofthe
grant of options. 25% of these options were available for exercise over
aperiodof4 years i.e at the end of2nd, 3rd, 4th and 5th year after the
grant of the options. Out of these options a total of 530,934 (previous
year 457,409) options were exercised by eligible employees. 380,566
(previous year 365,272) options had lapsed due to non-exercise of
options and cessation of employment. The options and price are entitled
for 1:1 bonus issue adjustment. This scheme has expiredonDecember
31,2009.
ESOP2006
On April 24, 2006, the Company granted further 852,500 stock options
out of additional 1,500,000 options made available for grantto eligible
employees under the Employee Stock Options Plan 2005 (ESOP - 2005).
These options were granted at an exercise price of Rs. 252.30, which
was the closing market price on the date of the grant of options. The
first 75% of these options became available for exercise on April 24,
2008 (50%) and April 24, 2009 and balance 25%
became available for exercise on April 24, 2010. Out of these options a
total of 224,913 (previous year 204,335) options were exercised by
eligible employees and 260,749 (previous year 204,500) options lapsed
due to cessation of employment. The options and price are entitled for
1:1 bonus issue adjustment. The outstanding options as on June 30, 2010
are 366,838 (previous year 443,663).
ESOP2007
On April 24, 2007, the Company granted further 1,427,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock
Options Plan 2007 (ESOP - 2007). These options were granted at an
exercise price of Rs. 419.70, which was the closing market price on the
date of the grant of options. The first 50% of these options had become
available for exercise on April 24, 2009 and one option if exercised is
convertible into two-equity shares. Out of the options granted 225,000
(previous year 161,250) options lapsed on account of cessation of
employment and 1,065,000 (previous year 245,000) options lapsed on
account of surrender of options granted as per the provisions of ESOP
Plan amended on 15/06/2009 vide approval given by shareholder by Postal
Ballot. On 23rd July 2007 125,000 Options were granted out of ESOP Plan
2007, at an exercise price of Rs.481.45, which was the closing market
price on the date of grant of Options. The said 125,000 (previous year
nil) options lapsed on account of surrender. The outstanding options as
on June 30, 2010 are 137,500 (previous year 1,146,250).The options and
price are entitled for 1:1 bonus issue adjustment.
ESOP2008
On January 31, 2008, the Company granted 125,000 stock options out of
the balance and lapsed stock options available under the Employee Stock
Options Plan 2007 (ESOP - 2007). These options were granted at an
exercise price of Rs. 232.15, which was the closing market price onthe
date of the grant ofoptions. The said 125,000 (previous year nil)
options were surrendered as per the Provisions of ESOP Plan amended on
15/06/2009 (approval given by shareholders through Postal Ballot). The
outstanding options as on June 30, 2010 are NIL (previous year
125,000).
On 30th April 2008, the Company granted 300,000 stock options out of
the balance and lapsed stock options available under the Employee Stock
Options Plan 2007 (ESOP - 2007). These options were granted at an
exercise price of Rs.339.35, which was the closing price as on the date
of the grant of options. Out of the above options granted 150,000
(previous year 150,000) options lapsed on account of cessation of
employment and 100,000 (previous year nil) options were surrendered as
per the Provisions of ESOP Plan amended on 15/06/2009 (approval given
by shareholders through Postal Ballot). The outstanding options as on
June 30,2010 are 50,000 (previous year 150,000).
On June 27, 2008, the Company granted 1,455,500 stock options out of
the balance and lapsed stock options available under the Employee Stock
Options Plan 2007 (ESOP - 2007) and Employee Stock Options Plan 2008
(ESOP - 2008). These options were granted at an exercise price of
Rs.261.75, which was the closing price as on the date of the grant of
the options. One option if exercised is convertible into one-equity
share. Out of the options granted 95,000 (previous year 42,500)
options lapsed on account of cessation of employment and 1,347,500
(Previous year 180,000) options lapsed on account of surrender of
options granted as per the provisions of ESOP Plan amended on
15/06/2009 vide (approval given by shareholder by Postal Ballot). The
outstanding options as on June 30, 2010 are 13,000 (previous year
1,233,000).
On November 3, 2008, the Company granted further 120,000 stock options
out of the balance and lapsed stock options available underthe
EmployeeStock OptionsPlan 2008 (ESOP - 2008). These options were
granted at an exercise price of Rs.191.70, which was the closing price
as on the date of the grant of the options. The first 50% of these
options shall become available for exercise on 03/11/2010 and one
option if exercised is convertible into one-equity share. The said
120,000 (previous year nil) options were surrendered as per the
Provisions of ESOP Plan amended on 15/06/2009 (approval given by
shareholders through Postal Ballot). The outstanding options as on June
30, 2010 are NIL (previous year 120,000).
ESOP2009
On August 10, 2009, the Company granted further 5,989,500 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2007 (ESOP - 2007) and surrendered options
under Employee Stock Option Plans 2007 & 2008. These options were
granted at an exercise price of Rs. 145.15, which was the closing
market price on the date of the grant of options. The first 25% of
these options shall become available for exercise on 10/08/2010. Out of
the options granted 59,500 options lapsed on account of cessation of
employment. The outstanding optionsasonJune 30,2010 are 5,930,000.
On September 23, 2009, the Company further granted 15,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP - 2009). These options were
granted at an exercise priceof Rs.174.15, which was the closing
priceason the date of the grant of options. The first 25% of these
options shall become available for exercise on 23/09/2010.
Theoutstanding optionsasonJune30, 2010 are 15,000.
On January 29, 2010, the Company further granted 120,000 stock options
out of the balance and lapsed stock options available under the
Employee Stock Options Plan 2009 (ESOP - 2009). These options were
granted at an exercise price of Rs.204.70, which was the closing
priceas onthe date of the grant of options. The first 25% of these
options shall become available for exercise on 29/01/2011 Out of the
options granted 20,000 options lapsed on account of cessation of
employment. The outstanding options as on June 30, 2010 are 100,000.
11. Related Party Disclosures
i. List of Related Parties and relationships
Party Relation
Rolta International Inc. USA Subsidiary
Rolta Middle East FZ LLC Subsidiary
Rolta Saudi Arabia Ltd. Subsidiary
Rolta UK Ltd Subsidiary
Rolta Thales Limited. Subsidiary
Rolta Benelux BV Subsidiary of Rolta UK Ltd.
Rolta Deutschland GmbH Subsidiary of Rolta UK Ltd.
Rolta Canada Ltd Subsidiary of Rolta International Inc.
Rolta TUSC Incorporated Subsidiary of Rolta International Inc.
Rolta Asia Pacific Pty Ltd. Subsidiary of Rolta International Inc.
Piocon Technologies Inc. Subsidiary of Rolta International Inc.
Shaw Rolta Limited. Joint Venture Company
Key Management Personnel
Mr. K. K. Singh Chairman & Managing Director
Mr. A. D. Tayal Jt. Managing Director
Dr. Aditya Singh Jt. Managing Director
(upto 31.01.2010)
Mr. A.P. Singh Jt. Managing Director
Mr.Hiranya Ashar Director Finance & Chief
Financial Officer
Enterprises over which significant influence exercised by Key
Management Personnel / Directors
Rolta Limited Company controlled by Mr. K K Singh
Rolta Properties Pvt. Ltd. Company controlled by Mr. K K Singh
Rolta Resources (P) Ltd Company controlled by Mr. K K Singh
Rolta Holding & Finance Company controlled by Mr. K K Singh
Corporation Ltd.
Kanga & Company (Solicitor) Firm in which K.R Modi is a Partner
12. The company has prepared the consolidated financial statements as
per accounting standard (AS) 21 and accordingly the segment information
as per AS 17 "Segment Reporting" has been presented in the consolidated
financial statements.
13. The previous years figures are regrouped, rearranged and
reclassified, wherever considered necessary.
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