Home  »  Company  »  Rolta India  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Rolta India Ltd.

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 Businesses” 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 item”

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 — 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 2014—15 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 — 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 2012—13 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 — 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 — 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 — 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 — 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 — 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 — 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 — 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 — 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 — 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 — 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 — 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.

Find IFSC